Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 07, 2017 | |
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 | 499,031,259 | |
Document Fiscal Year Focus | 2,017 | |
Trading Symbol | DCTH | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | |
Current assets | |||
Cash and cash equivalents | $ 1,816,000 | $ 4,409,000 | |
Restricted cash | 12,861,000 | 27,287,000 | |
Accounts receivables, net | 384,000 | 403,000 | |
Inventories | 1,040,000 | 660,000 | |
Prepaid expenses and other current assets | 499,000 | 698,000 | |
Deferred financing costs | 771,000 | 699,000 | |
Total current assets | 17,371,000 | 34,156,000 | |
Property, plant and equipment, net | 1,232,000 | 1,083,000 | |
Total assets | 18,603,000 | 35,239,000 | |
Current liabilities | |||
Accounts payable | 990,000 | 594,000 | |
Accrued expenses | 3,579,000 | 3,407,000 | |
Convertible notes payable, net of debt discount | 12,598,000 | 13,343,000 | |
Warrant liability | 43,000 | 18,751,000 | |
Total current liabilities | 17,210,000 | 36,095,000 | |
Deferred revenue | 32,000 | 30,000 | |
Other non-current liabilities | 494,000 | 604,000 | |
Total liabilities | 17,736,000 | 36,729,000 | |
Commitments and Contingencies | |||
Stockholders' equity (deficit) | |||
Preferred stock, $.01 par value; 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 0 | 0 | |
Common stock, $.01 par value; 500,000,000 shares authorized; 424,526,067 and 4,131,527 shares issued and 424,408,256 and 4,112,417 shares outstanding at June 30, 2017 and December 31, 2016, respectively | [1] | 4,245,000 | 41,000 |
Additional paid-in capital | 289,186,000 | 277,749,000 | |
Accumulated deficit | (292,464,000) | (279,188,000) | |
Treasury stock, at cost; 110 shares at June 30, 2017 and December 31, 2016, respectively | [1] | (51,000) | (51,000) |
Accumulated other comprehensive income | (49,000) | (41,000) | |
Total stockholders' equity (deficit) | 867,000 | (1,490,000) | |
Total liabilities and stockholders' equity (deficit) | $ 18,603,000 | $ 35,239,000 | |
[1] | reflects a one-for-sixteen (1:16) reverse stock split effected on July 21, 2016 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2017$ / sharesshares | Dec. 31, 2016$ / 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) | 424,526,067 | 4,131,527 |
Common stock, shares outstanding (in shares) | 424,408,256 | 4,112,417 |
Treasury stock, at cost (in shares) | 110 | 110 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Income Statement [Abstract] | |||||
Revenue | $ 584,000 | $ 511,000 | $ 1,327,000 | $ 880,000 | |
Cost of goods sold | 135,000 | 150,000 | 354,000 | 261,000 | |
Gross profit | 449,000 | 361,000 | 973,000 | 619,000 | |
Operating expenses: | |||||
Selling, general and administrative | 2,532,000 | 2,287,000 | 4,947,000 | 4,663,000 | |
Research and development | 2,518,000 | 1,945,000 | 4,840,000 | 3,289,000 | |
Total operating expenses | 5,050,000 | 4,232,000 | 9,787,000 | 7,952,000 | |
Operating loss | (4,601,000) | (3,871,000) | (8,814,000) | (7,333,000) | |
Change in fair value of the warrant liability, net | (38,000) | (1,181,000) | 1,200,000 | 491,000 | |
Gain on warrant extinguishment | 9,613,000 | 0 | 9,613,000 | 0 | |
Interest expense | (6,916,000) | (1,614,000) | (15,282,000) | (1,631,000) | |
Other income (expense) | (1,000) | (1,000) | 7,000 | (7,000) | |
Net loss | (1,943,000) | (6,667,000) | (13,276,000) | (8,480,000) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (30,000) | (1,000) | (8,000) | (10,000) | |
Comprehensive loss | $ (1,973,000) | $ (6,668,000) | $ (13,284,000) | $ (8,490,000) | |
Common share data: | |||||
Basic loss per share | [1] | $ (0.01) | $ (4.41) | $ (0.09) | $ (5.72) |
Diluted loss per share | [1] | $ (0.01) | $ (4.41) | $ (0.09) | $ (5.72) |
Weighted average number of basic common shares outstanding | [1] | 252,264,959 | 1,510,752 | 148,674,658 | 1,483,148 |
Weighted average number of diluted common shares outstanding | [1] | 252,264,959 | 1,510,752 | 148,722,094 | 1,483,148 |
[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 Stockholders' Equity (Deficit) (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock Issued [Member] | Treasury Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive loss [Member] |
Balance at Dec. 31, 2016 | $ (1,490) | $ 41 | $ (51) | $ 277,749 | $ (279,188) | $ (41) |
Balance (in shares) at Dec. 31, 2016 | 4,131,527 | (110) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Compensation expense for issuance of stock options | 46 | 46 | ||||
Compensation expense for issuance of restricted stock | 64 | $ 1 | 63 | |||
Compensation expense for issuance of restricted stock (in shares) | 91,344 | |||||
Issuance of common stock for payments made in shares on convertible note payable | 15,498 | $ 4,202 | 11,296 | |||
Issuance of common stock for payments made in shares on convertible note payable (in shares) | 420,199,367 | |||||
Warrants Exercised | 14 | $ 1 | 13 | |||
Warrants Exercised (in shares) | 103,829 | |||||
Fair value of warrants exercised | 19 | 19 | ||||
Net loss | (13,276) | (13,276) | ||||
Total comprehensive loss | (8) | (8) | ||||
Balance at Jun. 30, 2017 | $ 867 | $ 4,245 | $ (51) | $ 289,186 | $ (292,464) | $ (49) |
Balance (in shares) at Jun. 30, 2017 | 424,526,067 | (110) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 21, 2016 |
Statement Of Stockholders Equity [Abstract] | |||
Common stock issued, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (13,276,000) | $ (8,480,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation expense | 46,000 | 114,000 |
Restricted stock compensation expense | 64,000 | 190,000 |
Depreciation expense | 127,000 | 169,000 |
Loss on disposal of equipment | 20,000 | 1,000 |
Warrant liability fair value adjustment | (1,200,000) | (491,000) |
Gain on warrant extinguishment | (9,613,000) | 0 |
Non-cash interest income | (1,000) | (2,000) |
Deferred revenue | 2,000 | 19,000 |
Debt discount and deferred finance costs amortization | 15,277,000 | 1,568,000 |
Changes in assets and liabilities: | ||
Decrease in prepaid expenses and other assets | 201,000 | 170,000 |
Increase in accounts receivable | (94,000) | (94,000) |
Decrease (increase) in inventories | (208,000) | 14,000 |
Increase (decrease) in accounts payable and accrued expenses | 628,000 | (42,000) |
Decrease in other non-current liabilities | (110,000) | (104,000) |
Net cash used in operating activities | (8,137,000) | (6,968,000) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (276,000) | (95,000) |
Increase in restricted cash | 0 | (1,062,000) |
Net cash used in investing activities | (276,000) | (1,157,000) |
Cash flows from financing activities: | ||
Increase in restricted cash | 0 | (29,200,000) |
Net proceeds from the release of restricted cash | 5,954,000 | 0 |
Net proceeds from convertible debt financing | 0 | 31,523,000 |
Net proceeds from sale of stock and exercise of warrants | 15,000 | 704,000 |
Net cash provided by financing activities | 5,969,000 | 3,027,000 |
Foreign currency effects on cash and cash equivalents | (149,000) | (25,000) |
Net decrease in cash and cash equivalents | (2,593,000) | (5,123,000) |
Cash and cash equivalents: | ||
Beginning of period | 4,409,000 | 4,409,000 |
End of period | 1,816,000 | 1,818,000 |
Supplemental non-cash activities: | ||
Conversion of convertible notes | 15,831,000 | 0 |
Fair value of warrants issued | 0 | 28,133,000 |
Fair value of warrants exercised | 19,000 | 245,000 |
Series C Warrants [Member] | ||
Cash flows from financing activities: | ||
Release of restricted cash for extinguishment of Series C Warrants | 7,876,000 | 0 |
Extinguishment of Series C Warrants | $ (7,876,000) | $ 0 |
General
General | 6 Months Ended |
Jun. 30, 2017 | |
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 and six months ended June 30, 2017 and 2016 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, 2016 (“Annual Report”), which has been filed with the Securities Exchange Commission (“SEC”), , as amended by that certain Amendment No. 1 to Form 10-K for the year ended December 31, 2016, filed with the SEC on July 14, 2017 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. 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 commercial development under the trade name Delcath Hepatic CHEMOSAT ® ® Our primary research focus is on ocular melanoma liver metastases (mOM) and intrahepatic cholangiocarcinoma (ICC), a type of primary liver cancer, 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 for CHEMOSAT/Melphalan/HDS is comprised of The FOCUS Clinical Trial for Patients with Hepatic Dominant Ocular Melanoma (The FOCUS Trial), a Global Phase 3 clinical trial that is investigating overall survival in mOM, and a registration trial for intrahepatic cholangiocarcinoma (ICC) we plan to initiate in the fall of 2017. Our clinical development plan (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 $292.5 $1.9 $8.1 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 and assuming the Company is able to effect a reverse stock split as proposed in its recent consent solicitation statement filed with the SEC on July 26, 2017, 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. On July 26, 2017 the Company filed a Definitive Schedule 14A detailing a proposed reverse stock split, subject to shareholder approval. To continue to fund our operations and support our clinical programs, we need the ability to issue common shares, both to service the amortization of the above referenced convertible note and to explore alternative equity financing. However, we are currently at the threshold of the Authorized Shares limit in our Certificate of Incorporation. Without a sufficient number of authorized shares, we are unable to access the $11.8 million of cash in the restricted accounts associated with those convertible notes issued last year, or to undertake any type of equity fund raise. The proposed reverse split of our common shares will reduce the shares outstanding and provide us with the flexibility to raise equity capital and support our important clinical trials and our commercial efforts in Europe. Effecting the reverse stock split will also allow Delcath to remain in compliance with NASDAQ Capital Market exchange stock listing requirements, which provides liquidity and other important benefits to the Company and its investors. It is important to note that the floor price for the Convertible Note will adjust with the effected reverse stock split ratio to a minimum of $1.00. We believe this should serve to support the stock price following a split and reduce future potential dilution related to the convertible note. 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 June 30, 2017 and 2016; 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 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 the Company beginning in its fiscal year 2018, and may be applied retrospectively to all prior periods presented or through a cumulative adjustment to the opening retained earnings balance in the year of adoption. The Company intends to adopt this standard on January 1, 2018 and does not anticipate that this guidance will materially impact its consolidated financial statements. In February 2016, the FASB issued ASU No. 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 intends to adopt this standard on January 1, 2019 and is currently evaluating the impact it may have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted. The Company intends to adopt this standard on January 1, 2018 and is evaluating the effects, if any, that the adoption of this guidance will have on the Company’s financial statements. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | (2) Inventories Inventories consist of the following: (in thousands) June 30, 2017 December 31, 2016 Raw materials $ 301 $ 346 Work-in-process 560 214 Finished goods 179 100 Total inventories $ 1,040 $ 660 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2017 | |
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) June 30, 2017 December 31, 2016 Insurance premiums $ 252 $ 501 Security Deposit 50 50 Other 1 197 147 Total prepaid expenses and other current assets $ 499 $ 698 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 June 30, 2017 and December 31, 2016. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | (4) Property, Plant, and Equipment Property, plant, and equipment consist of the following: (in thousands) June 30, 2017 December 31, 2016 Buildings and land $ 574 $ 556 Enterprise hardware and software 1,647 1,532 Leaseholds 1,621 1,504 Equipment 890 940 Furniture 181 354 Property, plant and equipment, gross 4,913 4,886 Accumulated depreciation (3,681 ) (3,803 ) Property, plant and equipment, net $ 1,232 $ 1,083 Depreciation expense for the three and six months ended June 30, 2017 was approximately $0.1 million and $0.1 million, respectively, as compared to approximately $0.1 million and $0.2 million, respectively, for the same periods in 2016. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | (5) Accrued Expenses Accrued expenses consist of the following: (in thousands) June 30, 2017 December 31, 2016 Compensation, excluding taxes $ 797 $ 933 Clinical trial expenses 1,348 1,365 Professional fees 256 286 Short-term portion of lease restructuring 221 216 Other 1 957 607 Total accrued expenses $ 3,579 $ 3,407 1 Other consists of various accrued expenses, with no individual item accounting for more than 5% of current liabilities at June 30, 2017 and December 31, 2016. |
Restructuring Expenses
Restructuring Expenses | 6 Months Ended |
Jun. 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 June 30, 2017, the total remaining lease restructuring liability for its leased office space was approximately $0.7 million, of which approximately $0.2 million and $0.5 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 June 30, 2017: (in thousands) Lease Liability Reserve balance at December 31, 2016 $ 820 Charges — Payments/Utilizations (104 ) Reserve balance at June 30, 2017 $ 716 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
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. A second tranche of $3.0 million was released to the Company in December 2016. An additional $6.6 million was released during the three months ended March 31, 2017. Under the terms of warrant repurchase agreements signed in April 2017 and discussed in more detail below, $7.9 million was returned to the holders in exchange for the extinguishment of the Series C Warrants. effect a reverse stock split, as proposed in its recent consent solicitation statement filed with the SEC on July 26, 2017, it will not be able to access the $11.8 million of cash held in the restricted accounts. 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. The provisions in the Series C Warrants required the Company to account for the warrants as derivative liabilities. The Company recognized a discount to debt of $27.8 million related to the initial fair value of the Series C Warrants. On April 2, 2017 the Company entered into separate warrant repurchase agreements (the “Warrant Repurchase Agreements”) with each of the investors named on the Schedule of Buyers attached to the SPA. Pursuant to the Warrant Repurchase Agreements, each investor agreed to a Controlled Account Release, in an aggregate amount equal to $7.9 million, which funds in each case were paid to the respective investor, in exchange for cancellation of the Warrants issued to each investor under the SPA. As a result of the extinguishment, the Company recognized a gain of $9.6 million, representing the difference between the fair value of the liability as of the extinguishment date of $17.5 million related to the Series C Warrants and the $7.9 million in cash returned to the Noteholders to extinguish the liability. The Company has agreed to make amortization payments with respect to the Notes in fourteen (14) 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. effect a reverse stock split, as proposed in its recent consent solicitation statement filed with the SEC on July 26, 2017, it cannot make amortization payments or conversions. The Company issued shares of Common Stock as payments of principal (including certain early repayments at the option of the holders) under the Notes as follows: Number of Shares of Common Stock Number of Shares of Preferred Stock Applicable Conversion Price Reduction in Principal January 12, 2017 4,113,520 — $ 0.36 $ 1,478,318 January 26 - February 1, 2017 1 1,700,000 — $ 0.32 544,000 February 10, 2017 15,358,864 — $ 0.20 3,045,817 February 23 - March 2, 2017 1 900,000 — $ 0.14 126,000 March 13, 2017 41,054,082 — $ 0.11 4,417,830 April 10, 2017 59,171,335 — $ 0.06 3,621,286 May 9, 2017 38,278,294 — $ 0.05 1,913,915 June 7 / July 2, 2017 Exchange Agreement 2 241,428,571 4,200 — 4,200,000 July 7, 2017 40,000,000 — $ 0.05 2,000,000 Total 442,004,666 $ 21,347,166 1 2 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 28.7 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 June 30, 2017. All debt issuance costs are accounted for as a deferred asset and will be amortized over the life of the Notes. As of June 30, 2017, the Company had incurred approximately $1.6 million in debt issuance costs and had amortized approximately $0.8 million of those costs. The following table summarizes the convertible notes outstanding at June 30, 2017: (in thousands) Convertible notes payable, principal $ 18,853 Debt discounts (6,256 ) Net convertible note payable $ 12,598 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
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. 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 June 30, 2017, 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 June 30, 2017, the February 2015 Warrants were exercisable at $0.14 per share with approximately 30,000 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 three months ended March 31, 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 June 30, 2017, the Series A Warrants were exercisable at $0.14 with approximately 0.2 million warrants outstanding. The Series A Warrants have a five-year term. There were approximately 0.1 million July 2015 Series A Warrants exercised during the six months ended June 30, 2017 for proceeds of approximately $15,000. In October 2016, the Company completed the sale of 425,000 shares of its common stock and the issuance of warrants to purchase 148,750 common shares (the “October 2016 Warrants”) pursuant to an underwriting agreement. The Company received proceeds of $1.2 million, with net cash proceeds after related expenses from this transaction of $1.1 million. Of those proceeds, the Company allocated an estimated fair value of $0.3 million to the October 2016 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. For purposes of these adjustments, dilutive issuances do not include securities issued under existing instruments, under board-approved equity incentive plans or in certain strategic transactions. At June 30, 2017, the October 2016 Warrants were exercisable at $0.14 per share with 0.1 million warrants outstanding. The October 2016 Warrants have a five-year term. 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 June 30, 2017 there were 122,596 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 and six months ended June 30, 2017, the Company recognized compensation expense of approximately $24,000 and $46,000, respectively, relating to stock options granted to employees. For the same periods in 2016, the Company recognized compensation expense of approximately $19,000 and $0.1 million, respectively. There were 15,000 stock options awards granted during the six months ended June 30, 2017. There were no stock option awards granted during the same period in 2016. For the three and six months ended June 30, 2017, the Company recognized compensation expense of approximately $36,000 and $0.1 million, respectively, relating to restricted stock granted to employees. For the same periods in 2016, the Company recognized compensation expense of approximately $52,000 and $0.2 million, respectively. There were 92,250 shares of restricted stock granted during the six months ended June 30, 2017. There were approximately 4,688 shares of restricted stock awards granted for the same period in 2016. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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, 2015 and 2016 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, July 2015 Series A, June 2016 Series C and October 2016 warrants (collectively, the “Warrants”) were 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 and six months ended June 30, 2017, the Company recorded pre-tax derivative warrant expense of approximately $38,000 and pre-tax derivative warrant income of $1.2 million, respectively. The resulting derivative warrant liabilities totaled approximately $43,000 at June 30, 2017. Management expects that the Warrants will either be exercised or expire worthless. The fair value of the Warrants at June 30, 2017 was determined by using option pricing models with the following assumptions: October 2016 Warrants July 2015 Series A Warrants February 2015 Warrants October 2013 Warrants Expected volatility 108.81% 104.84% 110.37% 201.39% Risk-free interest rates 1.81% 1.55% 1.47% 1.27% Expected life (in years) 4.27 3.06 2.63 1.33 The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2017, 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 June 30, 2017 Liabilities Derivative instrument liabilities $ — $ — $ 43 $ 43 For the periods ended June 30, 2017 and 2016, 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 six months ended June 30, 2017: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands) Warrant Liability Balance at December 31, 2016 $ 18,751 Total change in the liability included in earnings (1,200 ) Extinguishment of convertible note warrant (17,489 ) Fair value of warrants issued — Fair value of warrants exercised (19 ) Balance at June 30, 2017 $ 43 |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 2017 | |
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. However, in certain periods in which the exercise price of the warrants was less than the last reported sales price of Delcath’s common stock on the final trading day of the period and there is a gain recorded pursuant to the change in fair value of the warrant derivative liability, the impact of gains related to the mark-to-market adjustment of the warrants outstanding at the end of the period is reversed and the treasury stock method is used to determine diluted earnings per share. The following potentially dilutive securities were excluded from the computation of earnings per share as of June 30, 2017 and 2016 because their effects would be anti-dilutive: June 30, 2017 2016 Stock options 55,846 42,024 Unvested restricted shares 101,294 19,000 Warrants 36,848 7,427,491 Total 193,988 7,488,515 |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2017 | |
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 | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events On June 29, 2017, our Board authorized the establishment of two series of preferred stock designated as Series A Preferred Stock, $0.01 par value, and Series B Preferred Stock, $0.01 par value, the terms of which are set forth in the certificate of designations for each such series of Preferred Stock which were filed with the State of Delaware on June 30, 2017 and July 5, 2017, respectively. On July 2, 2017, we entered into an exchange agreement (the “Exchange”) with one of our investors which had purchased certain senior secured convertible notes (the “Notes”), convertible into shares of our common stock pursuant to a certain June 6, 2016 securities purchase agreement, of $4.2 million aggregate principal amount of such Notes for 4,200 shares of Series A Preferred Stock (the “Series A Preferred Stock”). The Exchange is being made in reliance upon the exemption from registration provided by Rule 3(a)(9) of the Securities Act of 1933, as amended. The Series A Preferred Stock shall be entitled to the whole number of votes equal to $4.2 million divided by $3.68 (the closing bid price on June 13, 2016, the date of issuance of the Notes as adjusted for the reverse stock split effected in July 2016) or 1,141,304 votes. The Series A Preferred Stock have no dividend, liquidation or other preferential rights to our common stock, and each share of Series A Preferred Stock shall be redeemable for the amount of $0.001, payable in cash, per share at our written election. On July 11, 2017, we entered into an Amended and Restated Securities Purchase Agreement (the “Amended Purchase Agreement”) with the investors which had purchased the Notes for the sale by the Company of 2,360 shares of Series B Preferred Stock (the “Series B Preferred Stock”) at a purchase price of $1,000 per share, in a private placement. The aggregate gross proceeds for the sale of the Series B Preferred Stock is $2.0 million. The Company intends to use the proceeds from the transaction for general corporate purposes. The restricted shares of Series B Preferred Stock have no registration rights and thus will not be eligible for legend removal for a period of at least six months from the date of closing. This Amended Purchase Agreement amends the July 5, 2017 Securities Purchase Agreement (the “Purchase Agreement”) into which we entered with certain institutional investors (the “Investors”) for the sale by the Company of 2,360 shares of Series B Preferred Stock in a registered direct offering. The Series B Preferred Stock shall be entitled to the whole number of votes equal to $2.0 million divided by $0.1867 (the closing bid price on July 5, 2017, the date of sale of the Series B Preferred Stock), or 10,712,372 votes. The Series B Preferred Stock has no dividend, liquidation or other rights which are preferential to our common stock. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 $292.5 $1.9 $8.1 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 and assuming the Company is able to effect a reverse stock split as proposed in its recent consent solicitation statement filed with the SEC on July 26, 2017, 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. On July 26, 2017 the Company filed a Definitive Schedule 14A detailing a proposed reverse stock split, subject to shareholder approval. To continue to fund our operations and support our clinical programs, we need the ability to issue common shares, both to service the amortization of the above referenced convertible note and to explore alternative equity financing. However, we are currently at the threshold of the Authorized Shares limit in our Certificate of Incorporation. Without a sufficient number of authorized shares, we are unable to access the $11.8 million of cash in the restricted accounts associated with those convertible notes issued last year, or to undertake any type of equity fund raise. The proposed reverse split of our common shares will reduce the shares outstanding and provide us with the flexibility to raise equity capital and support our important clinical trials and our commercial efforts in Europe. Effecting the reverse stock split will also allow Delcath to remain in compliance with NASDAQ Capital Market exchange stock listing requirements, which provides liquidity and other important benefits to the Company and its investors. It is important to note that the floor price for the Convertible Note will adjust with the effected reverse stock split ratio to a minimum of $1.00. We believe this should serve to support the stock price following a split and reduce future potential dilution related to the convertible note. |
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 June 30, 2017 and 2016; 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. |
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 the Company beginning in its fiscal year 2018, and may be applied retrospectively to all prior periods presented or through a cumulative adjustment to the opening retained earnings balance in the year of adoption. The Company intends to adopt this standard on January 1, 2018 and does not anticipate that this guidance will materially impact its consolidated financial statements. In February 2016, the FASB issued ASU No. 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 intends to adopt this standard on January 1, 2019 and is currently evaluating the impact it may have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted. The Company intends to adopt this standard on January 1, 2018 and is evaluating the effects, if any, that the adoption of this guidance will have on the Company’s financial statements. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: (in thousands) June 30, 2017 December 31, 2016 Raw materials $ 301 $ 346 Work-in-process 560 214 Finished goods 179 100 Total inventories $ 1,040 $ 660 |
Prepaid Expenses and Other Cu23
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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) June 30, 2017 December 31, 2016 Insurance premiums $ 252 $ 501 Security Deposit 50 50 Other 1 197 147 Total prepaid expenses and other current assets $ 499 $ 698 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Components of property, plant and equipment | Property, plant, and equipment consist of the following: (in thousands) June 30, 2017 December 31, 2016 Buildings and land $ 574 $ 556 Enterprise hardware and software 1,647 1,532 Leaseholds 1,621 1,504 Equipment 890 940 Furniture 181 354 Property, plant and equipment, gross 4,913 4,886 Accumulated depreciation (3,681 ) (3,803 ) Property, plant and equipment, net $ 1,232 $ 1,083 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following: (in thousands) June 30, 2017 December 31, 2016 Compensation, excluding taxes $ 797 $ 933 Clinical trial expenses 1,348 1,365 Professional fees 256 286 Short-term portion of lease restructuring 221 216 Other 1 957 607 Total accrued expenses $ 3,579 $ 3,407 1 Other consists of various accrued expenses, with no individual item accounting for more than 5% of current liabilities at June 30, 2017 and December 31, 2016. |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 6 Months Ended |
Jun. 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 June 30, 2017: (in thousands) Lease Liability Reserve balance at December 31, 2016 $ 820 Charges — Payments/Utilizations (104 ) Reserve balance at June 30, 2017 $ 716 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Common Stock Shares Issued under Notes | The Company issued shares of Common Stock as payments of principal (including certain early repayments at the option of the holders) under the Notes as follows: Number of Shares of Common Stock Number of Shares of Preferred Stock Applicable Conversion Price Reduction in Principal January 12, 2017 4,113,520 — $ 0.36 $ 1,478,318 January 26 - February 1, 2017 1 1,700,000 — $ 0.32 544,000 February 10, 2017 15,358,864 — $ 0.20 3,045,817 February 23 - March 2, 2017 1 900,000 — $ 0.14 126,000 March 13, 2017 41,054,082 — $ 0.11 4,417,830 April 10, 2017 59,171,335 — $ 0.06 3,621,286 May 9, 2017 38,278,294 — $ 0.05 1,913,915 June 7 / July 2, 2017 Exchange Agreement 2 241,428,571 4,200 — 4,200,000 July 7, 2017 40,000,000 — $ 0.05 2,000,000 Total 442,004,666 $ 21,347,166 |
Summary of Convertible Notes Outstanding | The following table summarizes the convertible notes outstanding at June 30, 2017: (in thousands) Convertible notes payable, principal $ 18,853 Debt discounts (6,256 ) Net convertible note payable $ 12,598 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of the warrants | The fair value of the Warrants at June 30, 2017 was determined by using option pricing models with the following assumptions: October 2016 Warrants July 2015 Series A Warrants February 2015 Warrants October 2013 Warrants Expected volatility 108.81% 104.84% 110.37% 201.39% Risk-free interest rates 1.81% 1.55% 1.47% 1.27% Expected life (in years) 4.27 3.06 2.63 1.33 |
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 June 30, 2017, 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 June 30, 2017 Liabilities Derivative instrument liabilities $ — $ — $ 43 $ 43 |
Fair value measurements using significant unobservable inputs | The table below presents the activity within Level 3 of the fair value hierarchy for the six months ended June 30, 2017: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands) Warrant Liability Balance at December 31, 2016 $ 18,751 Total change in the liability included in earnings (1,200 ) Extinguishment of convertible note warrant (17,489 ) Fair value of warrants issued — Fair value of warrants exercised (19 ) Balance at June 30, 2017 $ 43 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and 2016 because their effects would be anti-dilutive: June 30, 2017 2016 Stock options 55,846 42,024 Unvested restricted shares 101,294 19,000 Warrants 36,848 7,427,491 Total 193,988 7,488,515 |
General - Additional Informatio
General - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jul. 26, 2017 | Dec. 31, 2016 | Jun. 06, 2016 | |
Class Of Stock [Line Items] | |||||||
Net loss | $ 1,943,000 | $ 6,667,000 | $ 13,276,000 | $ 8,480,000 | |||
Net cash used in operating activities | 8,137,000 | 6,968,000 | |||||
Accumulated deficit | 292,464,000 | 292,464,000 | $ 279,188,000 | ||||
Minimum stock split ratio | 1,000 | ||||||
Senior Secured Convertible Notes [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Debt instrument, principal face amount | $ 18,853,000 | $ 35,000,000 | $ 18,853,000 | $ 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 | ||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Cash in the restricted accounts | $ 11,800,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 301 | $ 346 |
Work-in-process | 560 | 214 |
Finished goods | 179 | 100 |
Total inventories | $ 1,040 | $ 660 |
Prepaid Expenses and Other Cu32
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Insurance premiums | $ 252 | $ 501 |
Security Deposit | 50 | 50 |
Other | 197 | 147 |
Total prepaid expenses and other current assets | $ 499 | $ 698 |
Prepaid Expenses and Other Cu33
Prepaid Expenses and Other Current Assets - Additional Information (Details) | Jun. 30, 2017 | Dec. 31, 2016 |
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 Equipmen34
Property, Plant, and Equipment - Components of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,913 | $ 4,886 |
Accumulated depreciation | (3,681) | (3,803) |
Property, plant and equipment, net | 1,232 | 1,083 |
Buildings and Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 574 | 556 |
Enterprise Hardware and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,647 | 1,532 |
Leaseholds [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,621 | 1,504 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 890 | 940 |
Furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 181 | $ 354 |
Property, Plant, and Equipmen35
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 100 | $ 127 | $ 169 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Compensation, excluding taxes | $ 797 | $ 933 |
Clinical trial expenses | 1,348 | 1,365 |
Professional fees | 256 | 286 |
Short-term portion of lease restructuring | 221 | 216 |
Other | 957 | 607 |
Total accrued expenses | $ 3,579 | $ 3,407 |
Accrued Expenses - Schedule o37
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) | Jun. 30, 2017 | Dec. 31, 2016 |
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 ($) | May 22, 2014USD ($) | Jun. 30, 2017USD ($)Lease | Dec. 31, 2016USD ($) |
Property Subject to Operating Lease [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Number of sub leases | Lease | 2 | |||
Restructuring reserve balance | $ 716 | $ 820 | ||
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 | 500 | |||
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 | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring reserve balance | $ 820 |
Payments/Utilizations | (104) |
Restructuring reserve balance | $ 716 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Details) $ / shares in Units, shares in Millions | Apr. 02, 2017USD ($) | Jun. 13, 2016 | Jun. 06, 2016USD ($)Installment$ / sharesshares | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | May 09, 2017$ / shares | Apr. 10, 2017$ / shares | Mar. 13, 2017$ / shares | Mar. 02, 2017$ / shares | Feb. 10, 2017$ / shares | Feb. 01, 2017$ / shares | Jan. 12, 2017$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||
Gain on warrant extinguishment | $ 9,613,000 | $ 0 | $ 9,613,000 | $ 0 | ||||||||||||
Warrant liability fair value adjustment | 38,000 | 1,181,000 | (1,200,000) | (491,000) | ||||||||||||
Debt instrument, conversion price | $ / shares | $ 0.05 | $ 0.06 | $ 0.11 | $ 0.14 | $ 0.20 | $ 0.32 | $ 0.36 | |||||||||
Securities Purchase Agreement [Member] | Warrant Repurchase Agreements [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate amount to be paid in exchange for cancellation of warrants | $ 7,900,000 | |||||||||||||||
Gain on warrant extinguishment | 9,600,000 | |||||||||||||||
Warrant liability fair value adjustment | $ 17,500,000 | |||||||||||||||
Senior Secured Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, principal face amount | 18,853,000 | $ 35,000,000 | 18,853,000 | 35,000,000 | ||||||||||||
Debt discount on senior notes | 6,256,000 | 6,256,000 | ||||||||||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, principal face amount | $ 35,000,000 | |||||||||||||||
Debt discount on senior notes | 2,800,000 | $ 35,000,000 | $ 35,000,000 | |||||||||||||
Interest rate upon default | 0.00% | 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 | $ 6,600,000 | |||||||||||||
Cash held in the restricted accounts | $ 11,800,000 | $ 11,800,000 | ||||||||||||||
Amortization payments number of equal installments | Installment | 14 | |||||||||||||||
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 | $ 28,700,000 | |||||||||||||||
Beneficial conversion feature | 4,400,000 | |||||||||||||||
Debt instrument, put options issued on default and change in control, value | 0 | 0 | ||||||||||||||
Debt issuance costs | $ 1,600,000 | 1,600,000 | ||||||||||||||
Amortization of debt issuance costs | 800,000 | |||||||||||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Restricted Cash [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of notes and warrants | 11,800,000 | |||||||||||||||
Series C Warrants [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate amount to be paid in exchange for cancellation of warrants | $ 7,876,000 | $ 0 | ||||||||||||||
Series C Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Additional issuance of common stock purchase price per share. | $ / shares | $ 0.01 | |||||||||||||||
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 | |||||||||||||||
Debt discount on senior notes | $ 27,800,000 | |||||||||||||||
Shares issuable upon warrants exercised | shares | 6.8 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Common Stock Shares Issued under Notes (Details) - USD ($) | Jul. 07, 2017 | Jul. 02, 2017 | May 09, 2017 | Apr. 10, 2017 | Mar. 13, 2017 | Mar. 02, 2017 | Feb. 10, 2017 | Feb. 01, 2017 | Jan. 12, 2017 | Jul. 07, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Applicable Conversion Price | $ 0.05 | $ 0.06 | $ 0.11 | $ 0.14 | $ 0.20 | $ 0.32 | $ 0.36 | |||||
Reduction in Principal | $ 1,913,915 | $ 3,621,286 | $ 4,417,830 | $ 126,000 | $ 3,045,817 | $ 544,000 | $ 1,478,318 | $ 21,347,166 | $ 15,831,000 | $ 0 | ||
Common Stock Issued [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of Shares | 38,278,294 | 59,171,335 | 41,054,082 | 900,000 | 15,358,864 | 1,700,000 | 4,113,520 | 442,004,666 | ||||
Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable Conversion Price | $ 0.05 | $ 0.05 | ||||||||||
Reduction in Principal | $ 2,000,000 | |||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Reduction in Principal | $ 4,200,000 | |||||||||||
Subsequent Event [Member] | Common Stock Issued [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of Shares | 40,000,000 | |||||||||||
Subsequent Event [Member] | Common Stock Issued [Member] | Exchange Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of Shares | 241,428,571 | |||||||||||
Subsequent Event [Member] | Preferred Stock Issued [Member] | Exchange Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of Shares | 4,200 |
Convertible Notes Payable - S42
Convertible Notes Payable - Summary of Common Stock Shares Issued under Notes (Parenthetical) (Details) - USD ($) | Jul. 07, 2017 | Jul. 02, 2017 | May 09, 2017 | Apr. 10, 2017 | Mar. 13, 2017 | Mar. 02, 2017 | Feb. 10, 2017 | Feb. 01, 2017 | Jan. 12, 2017 | Jul. 07, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Reduction in Principal | $ 1,913,915 | $ 3,621,286 | $ 4,417,830 | $ 126,000 | $ 3,045,817 | $ 544,000 | $ 1,478,318 | $ 21,347,166 | $ 15,831,000 | $ 0 | ||
Common Stock Issued [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares issued | 38,278,294 | 59,171,335 | 41,054,082 | 900,000 | 15,358,864 | 1,700,000 | 4,113,520 | 442,004,666 | ||||
Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Reduction in Principal | $ 2,000,000 | |||||||||||
Subsequent Event [Member] | Common Stock Issued [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares issued | 40,000,000 | |||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares issued | 4,200 | |||||||||||
Exchange Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Reduction in Principal | $ 4,200,000 | |||||||||||
Exchange Agreement [Member] | Subsequent Event [Member] | Common Stock Issued [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares issued | 241,428,571 | |||||||||||
Exchange Agreement [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares issued | 4,200 |
Convertible Notes Payable - S43
Convertible Notes Payable - Summary of Convertible Notes Outstanding (Details) - Senior Secured Convertible Notes [Member] - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Convertible notes payable, principal | $ 18,853,000 | $ 35,000,000 |
Debt discounts | (6,256,000) | |
Net convertible note payable | $ 12,598,000 |
Stockholders' Equity - Reverse
Stockholders' Equity - Reverse Stock Split - Additional Information (Details) | Jul. 21, 2016$ / sharesshares | Jul. 19, 2016shares | Jun. 30, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | Jul. 18, 2016shares |
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 | 500,000,000 | 170,000,000 | |
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 - Warrants
Stockholders' Equity - Warrants - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 31, 2016 | Jul. 31, 2015 | Feb. 28, 2015 | Oct. 31, 2013 | Jun. 30, 2017 | |
Class Of Warrant Or Right [Line Items] | |||||
Sale of common stock, net of expenses (in shares) | 425,000 | 600,000 | 153,750 | 81,875 | |
Proceeds from issuance of private placement | $ 1,200,000 | $ 2,600,000 | $ 7,500,000 | ||
Net proceeds from issuance of private placement | $ 1,100,000 | $ 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) | $ 0.14 | ||||
Number of warrants outstanding (in shares) | 200,000 | ||||
Number of warrants converted | 400,000 | 100,000 | |||
Gross proceeds from underwriting offering | $ 7,000,000 | ||||
Warrants expiry period | 5 years | ||||
Warrants exercised (in shares) | 100,000 | ||||
Net proceeds from exercise of warrants | $ 15,000 | ||||
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 | ||||
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 | ||||
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) | $ 0.14 | ||||
Number of warrants outstanding (in shares) | 30,000 | ||||
Term period for warrants | 5 years | ||||
October 2016 Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants issued (in shares) | 148,750 | ||||
Value of warrants issued | $ 300,000 | ||||
Warrants exercisable per share price (in dollars per share) | $ 0.14 | ||||
Number of warrants outstanding (in shares) | 100,000 | ||||
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 | 6 Months Ended | ||
Jul. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option compensation expense | $ 46,000 | $ 114,000 | |||
Restricted stock compensation expense | 64,000 | 190,000 | |||
Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option compensation expense | $ 24,000 | $ 19,000 | $ 46,000 | $ 100,000 | |
Stock options granted | 15,000 | 0 | |||
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 | 92,250 | 4,688 | |||
Restricted stock compensation expense | $ 36,000 | $ 52,000 | $ 100,000 | $ 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 | 122,596 | 122,596 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Input | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |||||
Number of inputs used for valuation of warrants | Input | 6 | ||||
Derivative warrant liability [Abstract] | |||||
Change in fair value of the warrant liability, net | $ 38,000 | $ 1,181,000 | $ (1,200,000) | $ (491,000) | |
Derivative warrant liabilities | $ 43,000 | $ 43,000 | $ 18,751,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Warrants (Details) | 6 Months Ended |
Jun. 30, 2017 | |
October 2016 Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 108.81% |
Risk-free interest rates (in hundredths) | 1.81% |
Expected life (in years) | 4 years 3 months 8 days |
July 2015 Series A Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 104.84% |
Risk-free interest rates (in hundredths) | 1.55% |
Expected life (in years) | 3 years 22 days |
February 2015 Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 110.37% |
Risk-free interest rates (in hundredths) | 1.47% |
Expected life (in years) | 2 years 7 months 17 days |
October 2013 Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 201.39% |
Risk-free interest rates (in hundredths) | 1.27% |
Expected life (in years) | 1 year 3 months 29 days |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Derivative Instruments Liabilities [Member] - Recurring [Member] $ in Thousands | Jun. 30, 2017USD ($) |
Liabilities [Abstract] | |
Total Liabilities | $ 43 |
Level 3 [Member] | |
Liabilities [Abstract] | |
Total Liabilities | $ 43 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) [Roll Forward] | ||
Beginning balance | $ 18,751 | |
Total change in the liability included in earnings | (1,200) | |
Extinguishment of convertible note warrant | (17,489) | |
Fair value of warrants issued | 0 | $ 28,133 |
Fair value of warrants exercised | (19) | $ (245) |
Ending balance | $ 43 |
Net Loss per Common Share - Ant
Net Loss per Common Share - Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 193,988 | 7,488,515 |
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) | 55,846 | 42,024 |
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) | 101,294 | 19,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 36,848 | 7,427,491 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 11, 2017USD ($)Vote$ / sharesshares | Jul. 07, 2017USD ($) | Jul. 02, 2017USD ($)Vote$ / sharesshares | May 09, 2017USD ($) | Apr. 10, 2017USD ($) | Mar. 13, 2017USD ($) | Mar. 02, 2017USD ($) | Feb. 10, 2017USD ($) | Feb. 01, 2017USD ($) | Jan. 12, 2017USD ($) | Oct. 31, 2016USD ($)shares | Jul. 31, 2015shares | Feb. 28, 2015USD ($)shares | Oct. 31, 2013USD ($)shares | Jul. 07, 2017USD ($) | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 29, 2017$ / shares | Dec. 31, 2016$ / shares |
Subsequent Event [Line Items] | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||
Conversion of convertible notes | $ | $ 1,913,915 | $ 3,621,286 | $ 4,417,830 | $ 126,000 | $ 3,045,817 | $ 544,000 | $ 1,478,318 | $ 21,347,166 | $ 15,831,000 | $ 0 | |||||||||
Sale of stock in private placement | shares | 425,000 | 600,000 | 153,750 | 81,875 | |||||||||||||||
Gross proceeds from the sale of shares | $ | $ 1,200,000 | $ 2,600,000 | $ 7,500,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Conversion of convertible notes | $ | $ 2,000,000 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of Shares | shares | 4,200 | ||||||||||||||||||
Closing bid price | $ 3.68 | ||||||||||||||||||
Number of votes | Vote | 1,141,304 | ||||||||||||||||||
Preferred stock redemption price per share | $ 0.001 | ||||||||||||||||||
Series A Preferred Stock [Member] | Senior Secured Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Conversion of convertible notes | $ | $ 4,200,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | Amended and Restated Securities Purchase Agreement [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Closing bid price | $ 0.1867 | ||||||||||||||||||
Number of votes | Vote | 10,712,372 | ||||||||||||||||||
Sale of stock in private placement | shares | 2,360 | ||||||||||||||||||
Sale of stock price per share | $ 1,000 | ||||||||||||||||||
Gross proceeds from the sale of shares | $ | $ 2,000,000 |