Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | DELCATH SYSTEMS, INC. | |
Entity Central Index Key | 0000872912 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-16133 | |
Entity Tax Identification Number | 06-1245881 | |
Entity Address, Address Line One | 1633 Broadway | |
Entity Address, Address Line Two | Suite 22C | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 489-2100 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 21,977,808 | |
Document Fiscal Year Focus | 2019 | |
Trading Symbol | DCTH | |
Title of 12(b) Security | Common stock | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Current assets | |||
Cash and cash equivalents | $ 15,334 | $ 2,516 | |
Restricted cash | 181 | 1,062 | |
Accounts receivables, net | 12 | 585 | |
Inventories | 736 | 858 | |
Prepaid expenses and other current assets | 864 | 898 | |
Total current assets | 17,127 | 5,919 | |
Property, plant and equipment, net | 756 | 925 | |
Right-of-use assets | 1,012 | ||
Total assets | 18,895 | 6,844 | |
Current liabilities | |||
Accounts payable | 4,871 | 7,715 | |
Accrued expenses | 6,537 | 7,964 | |
Convertible notes payable, net of debt discount | 2,038 | ||
Lease liabilities, current portion | 656 | ||
Warrant liability | 20,410 | 33 | |
Total current liabilities | 32,474 | 17,750 | |
Deferred revenue | 2,890 | 3,405 | |
Lease liabilities, long-term portion | 356 | ||
Convertible notes payable, long-term | 2,000 | ||
Other non-current liabilities | 628 | ||
Total liabilities | 37,720 | 21,783 | |
Commitments and contingencies | |||
Stockholders' deficit | |||
Preferred stock, $.01 par value; 10,000,000 shares authorized; 42,082 and 101 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 0 | 0 | |
Common stock, $.01 par value; 1,000,000,000 shares authorized; 18,277,807 and 10,299,954 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively* | [1] | 183 | 103 |
Additional paid-in capital | 364,567 | 328,962 | |
Accumulated deficit | (383,664) | (344,054) | |
Accumulated other comprehensive income | 89 | 50 | |
Total stockholders' deficit | (18,825) | (14,939) | |
Total liabilities and stockholders' deficit | $ 18,895 | $ 6,844 | |
[1] | reflects a one-for-five hundred (1:500) reverse stock split effected on May 2, 2018. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 42,082 | 101 |
Preferred stock, shares outstanding (in shares) | 42,082 | 101 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 18,277,807 | 10,299,954 |
Common stock, shares outstanding (in shares) | 18,277,807 | 10,299,954 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Cost of goods sold | $ (172) | $ (233) | $ (440) | $ (600) | |
Gross profit | 208 | 591 | 623 | 1,784 | |
Operating expenses: | |||||
Selling, general and administrative | 4,002 | 2,279 | 9,204 | 7,286 | |
Research and development | 1,778 | 4,106 | 6,789 | 13,886 | |
Total operating expenses | 5,780 | 6,385 | 15,993 | 21,172 | |
Operating loss | (5,572) | (5,794) | (15,370) | (19,388) | |
Change in fair value of the warrant liability, net | 434 | 1,198 | 451 | 18,407 | |
Loss on debt extinguishment | (1,123) | (1,123) | |||
Loss on issuance of financial instrument | (1,714) | (1,721) | (2,826) | ||
Interest expense | (671) | (3,151) | (4,735) | (3,402) | |
Other income (expense) | 4 | (10) | 4 | (21) | |
Net (loss) income | (7,519) | (8,880) | (21,371) | (8,353) | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | 89 | 105 | 39 | 63 | |
Total other comprehensive (loss) income | $ (7,430) | $ (8,775) | $ (21,332) | $ (8,290) | |
Common share data: | |||||
Basic (loss) income per common share | [1] | $ (0.41) | $ (0.25) | $ (1.32) | $ (0.60) |
Diluted loss per common share | [1] | $ (1.41) | $ (0.25) | $ (2.45) | $ (0.64) |
Weighted average number of basic shares outstanding | [1] | 18,277,807 | 35,859,866 | 16,166,307 | 13,888,577 |
Weighted average number of diluted shares outstanding | [1] | 18,277,807 | 35,859,866 | 16,166,307 | 13,888,587 |
Product Revenue [Member] | |||||
Revenue | $ 216 | $ 824 | $ 528 | $ 2,384 | |
Other Revenue [Member] | |||||
Revenue | $ 164 | $ 535 | |||
[1] | reflects a one-for-five hundred (1:500) reverse stock split effected on May 2, 2018. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) | May 02, 2018 |
Income Statement [Abstract] | |
Reverse stock split | 1:500 |
Reverse stock split ratio | 0.002 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Series D Warrants [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E-1 Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Series D Warrants [Member] | Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Preferred Stock [Member]Series E Preferred Stock [Member] | Preferred Stock [Member]Series E-1 Preferred Stock [Member] | Treasury Stock [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member]Series D Warrants [Member] | Additional Paid in Capital [Member]Series D Preferred Stock [Member] | Additional Paid in Capital [Member]Series E Preferred Stock [Member] | Additional Paid in Capital [Member]Series E-1 Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series E Preferred Stock [Member] | Accumulated Deficit [Member]Series E-1 Preferred Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2017 | $ 678 | $ 3 | $ (51) | $ 325,516 | $ (324,832) | $ 42 | |||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 263,305 | (1) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Compensation expense for issuance of stock options | 7 | 7 | |||||||||||||||||||
Compensation expense for issuance of restricted stock | 14 | 14 | |||||||||||||||||||
Sale of common stock, net of expenses | 4,251 | $ 6 | 4,245 | ||||||||||||||||||
Sale of common stock, net of expenses (in shares) | 668,854 | ||||||||||||||||||||
Fair value of warrants issued | (18,306) | (18,306) | |||||||||||||||||||
Net (loss) income | 7,185 | 7,185 | |||||||||||||||||||
Total comprehensive loss | (34) | (34) | |||||||||||||||||||
Balance at Mar. 31, 2018 | (6,205) | $ 9 | $ (51) | 311,476 | (317,647) | 8 | |||||||||||||||
Balance (in shares) at Mar. 31, 2018 | 932,159 | (1) | |||||||||||||||||||
Balance at Dec. 31, 2017 | 678 | $ 3 | $ (51) | 325,516 | (324,832) | 42 | |||||||||||||||
Balance (in shares) at Dec. 31, 2017 | 263,305 | (1) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net (loss) income | (8,353) | ||||||||||||||||||||
Balance at Sep. 30, 2018 | (4,865) | $ 57 | $ (51) | 328,209 | (333,185) | 105 | |||||||||||||||
Balance (in shares) at Sep. 30, 2018 | 5,694,437 | (1) | |||||||||||||||||||
Balance at Mar. 31, 2018 | (6,205) | $ 9 | $ (51) | 311,476 | (317,647) | 8 | |||||||||||||||
Balance (in shares) at Mar. 31, 2018 | 932,159 | (1) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Compensation expense for issuance of stock options | (47) | (47) | |||||||||||||||||||
Compensation expense for issuance of restricted stock | (95) | (95) | |||||||||||||||||||
Sale of common stock, net of expenses | (41) | (41) | |||||||||||||||||||
Net (loss) income | (6,658) | (6,658) | |||||||||||||||||||
Total comprehensive loss | (44) | (44) | |||||||||||||||||||
Balance at Jun. 30, 2018 | (13,090) | $ 9 | $ (51) | 311,293 | (324,305) | (36) | |||||||||||||||
Balance (in shares) at Jun. 30, 2018 | 932,159 | (1) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Compensation expense for issuance of restricted stock | 116 | $ 1 | 115 | ||||||||||||||||||
Compensation expense for issuance of restricted stock (in shares) | 60,000 | ||||||||||||||||||||
Sale of common stock, net of expenses | 7,067 | $ 47 | 7,020 | ||||||||||||||||||
Sale of common stock, net of expenses (in shares) | 4,667,811 | ||||||||||||||||||||
Issuance of pre-funded warrants | 520 | 520 | |||||||||||||||||||
Cashless exercise of warrants (in shares) | 34,467 | ||||||||||||||||||||
Fair value of warrants issued with convertible notes | 5,007 | 5,007 | |||||||||||||||||||
Fair value of warrants reclassified from liability to equity | 4,210 | 4,210 | |||||||||||||||||||
Beneficial conversion feature of convertible note | 44 | 44 | |||||||||||||||||||
Net (loss) income | (8,880) | (8,880) | |||||||||||||||||||
Total comprehensive loss | 141 | 141 | |||||||||||||||||||
Balance at Sep. 30, 2018 | (4,865) | $ 57 | $ (51) | 328,209 | (333,185) | 105 | |||||||||||||||
Balance (in shares) at Sep. 30, 2018 | 5,694,437 | (1) | |||||||||||||||||||
Balance at Dec. 31, 2018 | (14,939) | $ 103 | 328,962 | (344,054) | 50 | ||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 10,299,954 | 101 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Compensation expense for issuance of stock options | 54 | 54 | |||||||||||||||||||
Compensation expense for issuance of restricted stock | 4 | 4 | |||||||||||||||||||
Compensation expense for issuance of restricted stock (in shares) | 15,000 | ||||||||||||||||||||
Issuance of Preferred Stock | $ 150 | $ 150 | |||||||||||||||||||
Issuance of Preferred Stock (in shares) | 15 | ||||||||||||||||||||
Retirement of Series D Preferred Stock | (1,160) | (1,160) | |||||||||||||||||||
Retirement of Series D Preferred Stock (in Shares) | (116) | ||||||||||||||||||||
Exercise of Pre-Funded Series D Warrants | $ 41 | $ (41) | |||||||||||||||||||
Exercise of pre-funded Series D Warrants (in shares) | 4,119,500 | ||||||||||||||||||||
Net (loss) income | (7,894) | (7,894) | |||||||||||||||||||
Total comprehensive loss | 7 | 7 | |||||||||||||||||||
Balance at Mar. 31, 2019 | (23,778) | $ 144 | 327,969 | (351,948) | 57 | ||||||||||||||||
Balance (in shares) at Mar. 31, 2019 | 14,434,454 | ||||||||||||||||||||
Balance at Dec. 31, 2018 | $ (14,939) | $ 103 | 328,962 | (344,054) | 50 | ||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 10,299,954 | 101 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Exchange of warrants (in shares) | 57,786,387 | ||||||||||||||||||||
Net (loss) income | $ (21,371) | ||||||||||||||||||||
Balance at Sep. 30, 2019 | (18,825) | $ 183 | 364,567 | (383,664) | 89 | ||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 18,277,807 | 42,082 | |||||||||||||||||||
Balance at Mar. 31, 2019 | (23,778) | $ 144 | 327,969 | (351,948) | 57 | ||||||||||||||||
Balance (in shares) at Mar. 31, 2019 | 14,434,454 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Compensation expense for issuance of stock options | 75 | 75 | |||||||||||||||||||
Exercise of Pre-Funded Series D Warrants | $ (1) | $ 38 | $ (39) | ||||||||||||||||||
Exercise of pre-funded Series D Warrants (in shares) | 3,779,353 | ||||||||||||||||||||
Exchange of warrants | 14 | $ 1 | 13 | ||||||||||||||||||
Exchange of warrants (in shares) | 64,000 | ||||||||||||||||||||
Net (loss) income | (5,959) | (5,959) | |||||||||||||||||||
Total comprehensive loss | (80) | (80) | |||||||||||||||||||
Balance at Jun. 30, 2019 | (29,729) | $ 183 | 328,018 | (357,907) | (23) | ||||||||||||||||
Balance (in shares) at Jun. 30, 2019 | 18,277,807 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Compensation expense for issuance of stock options | 70 | 70 | |||||||||||||||||||
Issuance of Preferred Stock | $ 29,575 | $ 9,510 | $ 42,915 | $ 14,408 | $ (13,340) | $ (4,898) | |||||||||||||||
Issuance of Preferred Stock (in shares) | 32,572 | 9,510 | |||||||||||||||||||
Fair value of warrants issued | (20,844) | (20,844) | |||||||||||||||||||
Net (loss) income | (7,519) | (7,519) | |||||||||||||||||||
Total comprehensive loss | 112 | 112 | |||||||||||||||||||
Balance at Sep. 30, 2019 | $ (18,825) | $ 183 | $ 364,567 | $ (383,664) | $ 89 | ||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 18,277,807 | 42,082 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) (Parenthetical) | May 02, 2018 |
Statement Of Stockholders Equity [Abstract] | |
Reverse stock split | 1:500 |
Reverse stock split ratio | 0.002 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (21,371) | $ (8,353) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation expense | 199 | (40) |
Restricted stock compensation expense | 4 | 35 |
Depreciation expense | 168 | 342 |
Amortization of right of use assets | 1,535 | 0 |
Warrant liability fair value adjustment | (451) | (18,407) |
Non-cash interest income | (23) | (2) |
Equitization of expenses | 1,474 | 0 |
Loss on issuance of financial instrument | 1,715 | 2,826 |
Interest expense accrued related to convertible notes | 33 | 0 |
Debt discount amortization | 4,467 | 3,381 |
Loss on debt extinguishment | 0 | 1,123 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 43 | 171 |
Accounts receivable | 564 | (60) |
Inventories | 85 | 289 |
Accounts payable and accrued expenses | (4,289) | 5,662 |
Deferred revenue | (360) | 0 |
Interest payments on financing lease | (3) | 0 |
Payments on operating leases | (1,485) | 0 |
Other non-current liabilities | (627) | 139 |
Net cash used in operating activities | (18,322) | (12,894) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (2) | (59) |
Net cash used in investing activities | (2) | (59) |
Cash flows from financing activities: | ||
Net proceeds from the issuance of debt | 3,719 | 0 |
Principal payments on financing leases | (49) | 0 |
Net proceeds from sale of common stock and warrants | 0 | 11,797 |
Net proceeds from convertible debt financing | 0 | 5,727 |
Net cash provided by financing activities | 30,330 | 17,524 |
Foreign currency effects on cash, cash equivalents and restricted cash | (69) | 80 |
Net increase in cash, cash equivalents and restricted cash | 11,937 | 4,651 |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 3,578 | 5,324 |
End of period | 15,515 | 9,975 |
Supplemental non-cash financing activities: | ||
Fair value of warrants issued | 20,844 | 28,539 |
Series D Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from sale of Series D Preferred Stock | 150 | 0 |
Series E Preferred Stock and Warrants [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from sale of Series E Preferred Stock and warrants | $ 26,510 | $ 0 |
General
General | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | (1) General The unaudited interim condensed consolidated financial statements of Delcath Systems, Inc. (“Delcath” or the “Company”) as of and for the three and nine months ended September 30, 2019 and 2018 should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Annual Report”), which was filed with the Securities Exchange Commission (the “SEC”) on June 14, 2019 and may also be found on the Company’s website (www.delcath.com). In these notes to the condensed consolidated financial statements 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 commercially available 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 clinical development program (“CDP”) for Melphalan/HDS is comprised of The FOCUS Clinical Trial for Patients with Hepatic Dominant Ocular Melanoma (the “FOCUS Trial”), a global registration clinical trial that is investigating objective response rate in mOM, and the ALIGN Trial, a global Phase 3 clinical trial for ICC (the “ALIGN Trial”). Our CDP also includes a registry for CHEMOSAT commercial cases performed in Europe and sponsorship of select investigator-initiated trials (“IITs”). Liquidity and Operating Matters The accompanying interim condensed consolidated 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 expects to continue incurring losses for the next several years. These losses, among other factors, raise substantial doubt about the Company’s ability to continue as a going concern. 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. 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 condensed consolidated 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, 2019 and 2018; 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 Derivative Financial Instruments The accounting treatment of derivative financial instruments requires that the Company record financial instruments at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of issuing such instruments the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees. However, the Company has recognized the Series E Preferred Stock and Series E-1 Preferred Stock issued in July 2019 and August 2019 as equity because the agreements related to the issuance of those instruments specifically state that the common shares underlying the Preferred Stock take priority in registration. Additionally, the Company has a sufficient number of authorized shares for the issuance of common shares upon the conversion of the Preferred Stock. The Company did not have sufficient authorized shares to settle the associated warrants and accordingly has classified such warrants as a liability in the accompanying financial statements. Recently Adopted Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). ASU 2018-02 allows a company to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for periods beginning after December 15, 2018. Upon adoption of ASU 2018-02, the Company did not elect to reclassify the tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings, as the stranded tax effects were insignificant. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) effective January 1, 2019, electing the practical expedients and applying the transition provisions as of the effective date. Reporting periods beginning on or after January 1, 2019 are presented under Topic 842, while prior period amounts, as reported under previous GAAP, were not adjusted. The adoption of Topic 842 on January 1, 2019 did not have a significant impact on the Company’s consolidated results of operations or cash flows. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2019 | |
Restricted Cash [Abstract] | |
Restricted Cash | (2) Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Restricted Cash Cash, cash equivalents, and r estricted cash balances were as follows: September 30, December 31, (in thousands) 2019 2018 Cash and cash equivalents $ 15,334 $ 2,516 Letters of credit 131 1,012 Security for credit cards 50 50 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 15,515 $ 3,578 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | (3) Inventories Inventories consist of the following: September 30, December 31, (in thousands) 2019 2018 Raw materials $ 351 $ 358 Work-in-process 350 500 Finished goods 35 — Total inventories $ 736 $ 858 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets | (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: September 30, December 31, (in thousands) 2019 2018 Clinical trial expenses $ 500 $ — Insurance premiums 54 140 Security deposit 50 51 Income tax and VAT receivable 33 579 Other 1 227 128 Total prepaid expenses and other current assets $ 864 $ 898 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, 2019 and December 31, 2018. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | (5) Property, Plant, and Equipment Property, plant, and equipment consist of the following: September 30, December 31, Estimated (in thousands) 2019 2018 Useful Life Buildings and land $ 589 $ 589 30 years - Buildings Enterprise hardware and software 1,739 1,742 3 years Leaseholds 1,687 1,701 Lesser of lease term or estimated useful life Equipment 1,002 1,002 7 years Furniture 197 198 5 years Property, plant and equipment, gross 5,214 5,232 Accumulated depreciation (4,458 ) (4,307 ) Property, plant and equipment, net $ 756 $ 925 Depreciation expense for the three and nine months ended September 30, 2019 was approximately $0.1 million and $0.2 million, respectively as compared to approximately $0.1 million and $0.3 million, respectively, for the same periods in 2018. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | (6) Accrued Expenses Accrued expenses consist of the following: September 30, December 31, (in thousands) 2019 2018 Compensation, excluding taxes $ 3,274 $ 1,785 Clinical trial expenses 2,590 4,530 Interest payable 33 402 Other 1 640 1,247 Total accrued expenses $ 6,537 $ 7,964 1 Other consists of various accrued expenses, with no individual item accounting for more than 5% of current liabilities at September 30, 2019 and December 31, 2018. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | (7) Leases The Company recognizes right-of-use (“ROU”) assets and lease liabilities when it obtains the right to control an asset under a leasing arrangement with an initial term greater than twelve months. The Company leases its facilities under non-cancellable operating and financing leases. The Company evaluates the nature of each lease at the inception of an arrangement to determine whether it is an operating or financing lease and recognizes the ROU asset and lease liabilities based on the present value of future minimum lease payments over the expected lease term. The Company’s leases do not generally contain an implicit interest rate and therefore the Company uses the incremental borrowing rate it would expect to pay to borrow on a similar collateralized basis over a similar term in order to determine the present value of its lease payments. The following table summarizes the Company’s operating and financing leases as of and for the nine months ended September 30, 2019: (in thousands) U.S. Ireland Total Lease cost Operating lease cost $ 592 $ 160 $ 752 Financing lease cost 32 — 32 Sublease income (215 ) (133 ) (348 ) Total $ 409 $ 27 436 Other information Operating cash flows out from operating leases (634 ) (160 ) (794 ) Operating cash flows in from operating leases 215 133 348 Operating cash flows from financing leases (35 ) — (35 ) Right-of-use assets exchanged for new operating lease liabilities 874 — 874 Weighted average remaining lease term 1.4 1.8 Weighted average discount rate - operating leases 8 % 8 % Maturities of the Company’s operating leases, excluding short-term leases, are as follows: (in thousands) U.S. Ireland Total Three months ended December 31, 2019 $ 129 $ 51 $ 180 Year ended December 31, 2020 498 203 701 Year ended December 31, 2021 79 119 198 Total 706 373 1,079 Less present value discount (40 ) (27 ) (67 ) Operating lease liabilities included in the condensed consolidated balance sheets at September 30, 2019 $ 666 $ 346 $ 1,012 |
Outstanding Debt
Outstanding Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | (8) Outstanding Debt On June 6, 2019, the Company entered into an agreement with two institutional investors, pursuant to which the investors agreed to transfer and surrender to the Company for cancellation of warrants to purchase 3.9 million shares of the Company’s common stock (the “Series D Warrants”) and warrants to purchase 53.4 million shares of the Company’s common stock (the “Pre-Funded Series D Warrants”). Under the terms of the Purchase Agreement, the Company agreed to sell and issue to the investors 8% Senior Secured Promissory Notes in an aggregate principal amount of $2.0 million in full payment and satisfaction of the purchase price for the Series D Warrants and Pre-Funded Series D Warrants. This agreement was effective on July 15, 2019, upon the closing of the Company’s Private Placement discussed further in Note 9. The principal is recognized in Convertible notes payable, long-term on the Condensed Consolidated Balance Sheet. On April 19, 2019, April 26, 2019, May 9, 2019 and May 23, 2019, the Company issued 8% senior secured notes (collectively, the “2019 Notes”) in the aggregate principal amount of $3.3 million, to two institutional investors. The 2019 Notes bore interest at the rate of 8% per annum and were to mature on the six-month anniversary of issuance in each case. The 2019 Notes were not convertible. The 2019 Notes contained standard events of default and remedies and are secured by a lien on the Company’s assets. The 2019 Notes were exchanged as part of the recent equity financing discussed further in Note 9 and are no longer outstanding. In March 2019, the Company exchanged all issued and outstanding shares of its Series D Preferred Stock (having an aggregate stated value of $1,160,000) and received $400,000 in cash proceeds in exchange for a senior secured promissory note (the “March 2019 Note”) in the principal amount of $1,560,000. The March 2019 Note bore interest at the rate of 8% per annum, and were to mature on April 1, 2020, and was not convertible. The March 2019 Note was exchanged as part of the recent equity financing discussed further in Note 9 and is no longer outstanding. On June 4, 2018, July 21, 2018, August 29, 2018, and September 21, 2018, the Company issued 8% senior secured convertible notes (collectively, “the 2018 Notes”) in the aggregate principal amount of $9.4 million to several institutional investors. The 2018 Notes bore interest at the rate of 8% per annum and had maturity dates between December 2018 and March 2021. T he 2018 Notes were initially convertible and secured pursuant to a Security Agreement which created a first priority security interest in all of the personal property (other than Excluded Collateral as defined in the Security Agreement) of the Company of every kind and description, tangible or intangible, whether currently owned and existing or created or acquired in the future. The following tables provide a summary of the various notes issued at September 30, 2019 and December 31, 2018: (in millions) Conversion price Current interest rate Principal Long term convertible notes payable 8.0% July 2019 Notes $ 1,500 8 % $ 2.0 (in millions) Interest rate Conversion price Principal Unamortized discount Carrying value December 4, 2018 8.0% $ 1.75 $ 1.7 $ — $ 1.7 March 1, 2019 8.0% $ 1.75 0.6 (0.5 ) 0.1 March 21, 2019 8.0% $ 1.75 0.4 (0.2 ) 0.2 December 4, 2019 8.0% $ 1.75 0.9 (0.9 ) — March 1, 2020 8.0% $ 1.75 0.8 (0.8 ) — March 21, 2020 8.0% $ 1.75 0.1 (0.1 ) — Balance at December 31, 2018 $ 4.5 $ (2.5 ) $ 2.0 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | (9) Stockholders’ Equity Preferred Stock Issuances Series E and Series E-1 Preferred Stock On July 11, 2019, the Company and certain accredited investors entered into a securities purchase agreement pursuant to which the Company sold to investors an aggregate of 20,000 shares of Series E convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”) $ million On August 19, 2019, the Company and certain accredited investors entered into a securities purchase agreement pursuant to which the Company sold to investors an aggregate of 9,510 shares of Series E-1 convertible preferred stock, par value $0.01 per share (the “Series E-1 Preferred Stock”) at a price of $1,000 per share and a warrant (a “2019 Warrant”) to purchase a number of shares of common stock of the Company equal to the number of shares of common stock issuable upon conversion of the Series E-1 Preferred Stock purchased by the investor (the “August 2019 Private Placement”). The Company received gross proceeds from the August 2019 Private Placement of $9.5 million. Each share of Series E Preferred Stock and Series E-1 Preferred Stock (collectively, the “Preferred Stock”) is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.06, subject to certain limitations and adjustments (the “Conversion Price”). Except for certain adjustments, the holders of the Preferred Stock are entitled to receive dividends on shares of Preferred Stock equal (on an “as converted” basis) to and in the same form as dividends paid on shares of the Common Stock. Any such dividends that are not paid to the holders of the Preferred Stock will increase the stated value. No other dividends will be paid on shares of Preferred Stock. Each Warrant has an exercise price equal to $0.06, subject to adjustment in accordance with the terms of the Warrants (the “Exercise Price”), and are exercisable at any time beginning on the date that the Company effects a reverse stock split until 5:00 p.m. (NYC time) on the date that is five years following the date that the Company effects a reverse stock split. The Conversion Price and the Exercise Price may, upon each of (i) the third trading day following the date that the Company effects a reverse stock split, (ii) the date that the initial registration statement to be filed pursuant to the Registration Rights Agreement (as further discussed below) is declared effective by the United States Securities and Exchange Commission (“SEC”), and (iii) in the event that all of the registrable securities (as defined in the Registration Rights Agreement) are not then registered on an effective registration statement, the date that all of the shares underlying the Preferred Stock and Warrants may be sold pursuant to Rule 144, be reduced, and only reduced, to equal the lesser of (x) the then effective Conversion Price or Exercise Price, as applicable, and (y) 90% of the average of the five daily volume weighted average prices of the Common Stock immediately prior to such dates. In the event of a reduction in the Exercise Price, the aggregate number of Warrant Shares shall be increased such that the aggregate Exercise Price of the Warrants on the day immediately following such reduction in the Exercise Price is equal to the aggregate Exercise Price immediately prior to such adjustment. In addition, from the date of issuance of the Preferred Stock and Warrants until such time that the Company’s Common Stock is listed or quoted on a national exchange, the Conversion Price and the Exercise Price are subject to price-based anti-dilution protections. The Company received net proceeds after expenses of $26.5 million. As discussed further in Note 8, the Company exchanged $11.8 million of debt, interest and Series D Warrants for 11,500 shares of Series E Preferred Stock and related warrants. The Company also exchanged $0.1 million in accounts payables for 149 shares of Series E Preferred Stock and related warrants and issued 923 shares of Series E Preferred Stock and related Warrants to certain investors in exchange for a waiver of rights under exchange agreements signed in December 2018 and March 2019. Of the net proceeds and equitized value received, the Company allocated an estimated fair value of $20.8 million to the 2019 Warrants. As a result of the Series E Preferred Stock and Series E-1 Preferred Stock having an effective conversion price that was lower than the market price on the date of issuance, the Company has recognized a beneficial conversion feature of $18.3 million. Due to the Series E Preferred Stock and Series E-1 Preferred Stock being immediately convertible, the beneficial conversion feature was recognized in full as a deemed dividend. Series D Preferred Stock On November 5, 2018, the Company’s Board authorized the establishment of a new series of preferred stock designated as Series D Preferred Stock, $0.01 par value, the terms of which are set forth in the certificate of designations for such series of Preferred Stock. On March 29, 2019, the Company exchanged all issued and outstanding shares of its Series D Preferred Stock (having an aggregate stated value of $1,160,000) and received $400,000 in cash proceeds in exchange for the issuance of the March 2019 Notes. Please see the discussion under Note 8 above. Common Stock Issuances During the nine months ended September 30, 2019 the Company issued 7.9 million shares of the Company’s common stock pursuant to the exercise of Pre-Funded Series D Warrants that were issued in connection with the 2018 Notes discussed in Note 8 above. Warrant Exchange In April 2019, the Company entered into an exchange agreement with an institutional investor with respect to warrants held by such investor (the “February 2018 Warrants”). The February 2018 Warrants were issued to several institutional investors as part of the Company’s February 2018 sale of the Company’s common stock and the issuance of warrants to purchase common shares. Pursuant to the exchange agreement, the Company issued 64,000 shares of the Company’s common stock (the “Exchange Shares”) in exchange for the February 2018 Warrants. The exchange resulted in a loss of approximately $6,000 which is recognized in the statement of operations. Share-Based Compensation The Company’s 2019 Equity Incentive Plan (the “Plan”) allows for grants in the form of incentive stock options, nonqualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. All of the Company’s officers, directors, employees, consultants and advisors are eligible to receive grants under the Plan. The maximum number of shares reserved for issuance under the Plan is 1,500,000. Options to purchase shares of common stock are granted at exercise prices not less than 100% of fair value on the dates of grant. As of September 30, 2019, the Plan had approximately 350,000 shares available for grant. The following is a summary of stock option activity under the Plan for the nine months ended September 30, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 — Granted 1,250,000 $ 0.28 Exercised — Cancelled/Forfeited (100,000 ) 0.28 Outstanding at September 30, 2019 1,150,000 $ 0.28 9.4 $ — Exercisable at September 30, 2019 766,663 $ 0.28 9.4 $ — The following weighted average assumptions were used to compute the fair value of stock options granted during the nine months ended September 30, 2019: Nine months ended September 30, 2019 Dividend yield N/A Expected volatility 147.6 % Weighted average risk-free interest rate 2.6 % Weighted average expected life (in years) 5.5 Weighted average grant date fair value $ 0.259 At September 30, 2019, there was approximately $0.1 million of total unrecognized compensation expense related to non-vested share-based compensation awards under the plans for employee and board stock option grants. The cost is expected to be recognized over a weighted average period of 0.3 years. For the three and nine months ended September 30, 2019, the Company recognized share-based compensation expense of approximately $70,000 and $203,000 in the statement of operations, respectively. For the same periods in 2018, the Company recognized share-based compensation expense of approximately $116,000 and income of $5,000 in the statement of operations, respectively. Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 Selling, general and administrative $ 54 $ 116 $ 160 $ 58 Research and development 16 — 43 (63 ) Total $ 70 $ 116 $ 203 $ (5 ) Warrants The following is a summary of warrant activity for the nine months ended September 30, 2019: Warrants Exercise Share Weighted Average Exercise Price Weighted Average Remaining (Years) Outstanding at December 31, 2018 65,685,269 $0.01 - $1.00 $ 0.22 5.75 Issued 701,373,564 0.06 Exercised (7,898,853 ) 0.01 Exchanged (57,786,387 ) 0.24 Outstanding at September 30, 2019 701,373,593 $0.01 - $0.06 $ 0.06 5.05 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (10) Fair Value Measurements The table below presents the activity within Level 3 of the fair value hierarchy for the nine months ended September 30, 2019: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands) Warrant Liability Balance at December 31, 2018 $ 33 Total change in the liability included in earnings (456 ) Reclass from liability to equity (11 ) Fair value of warrants issued 20,844 Balance at September 30, 2019 $ 20,410 At September 30, 2019, the Company had a total of 125,000 February 2018 Warrants outstanding. As discussed in Part II – Item 1 “Legal Proceedings” and in Note 12 to the Company’s condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the February 2018 Warrants were surrendered pursuant to a settlement agreement entered into between the Company and the remaining holders of the February 2018 Warrants on April 18, 2019 and final payment under the settlement was made on July 16, 2019. The fair value of the outstanding warrants at September 30, 2019 and December 31, 2018 was determined by using option pricing models with the following assumptions: September 30, December 31, 2019 2018 Expected life (in years) 5.0 1.1 - 5.1 Expected volatility 201.8% 145.7% - 265.3% Risk-free interest rates 1.6% 2.5% - 2.6% The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2019, 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 Total September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 Liabilities Derivative instrument liabilities $ — $ — $ — $ — $ 20,410 $ 33 $ 20,410 $ 33 For the periods ended September 30, 2019 and December 31, 2018, there were no transfers in or out of Level 1, 2 or 3 inputs. |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | (11) 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 except for those shares that are issuable for little or no cash consideration. 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. Three months ended September 30, Nine months ended September 30, (in thousands, except share data) 2019 2018 2019 2018 Net (loss) income - basic $ (7,519 ) $ (8,880 ) $ (21,371 ) $ (8,353 ) Preferred stock dividends (18,238 ) — (18,238 ) — Adjustment for gain on warrant income — (13 ) — (534 ) Net loss - diluted $ (25,757 ) $ (8,893 ) $ (39,609 ) $ (8,887 ) Weighted average shares outstanding - basic* 18,277,807 35,859,866 16,166,307 13,888,577 Weighted average shares outstanding - diluted* 18,277,807 35,859,866 16,166,307 13,888,587 Net loss per share - basic* $ (0.41 ) $ (0.25 ) $ (1.32 ) $ (0.60 ) Net loss per share - diluted* $ (1.41 ) $ (0.25 ) $ (2.45 ) $ (0.64 ) *reflects a one-for-five hundred (1:500) reverse stock split effected on May 2, 2018. As discussed in Note 9, the Series E Preferred Stock and the Series E-1 Preferred Stock were each determined to have a beneficial conversion feature which was accounted for as a deemed dividend. The following potentially dilutive securities were excluded from the computation of earnings per share as of September 30, 2019 and 2018 because their effects would be anti-dilutive: September 30, 2019 2018 Stock options 1,150,000 — Common stock warrants - equity — 4,202,909 Common stock warrants - liability 701,373,599 1,000,011 Assumed conversion of Series E and E-1 Preferred Stock 701,373,570 — Assumed conversion of convertible notes 22,222,222 5,639,318 Total 1,426,119,391 10,842,238 |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Taxes | (12) Taxes As discussed in Note 14 Income Taxes The Company is subject to income tax in the U.S., as well as various state and international jurisdictions. 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. Additional information regarding the statutes of limitations can be found in Note 14 Income Taxes |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (13) Commitment and Contingencies On May 9, 2018, the Company received a Demand Letter from a vendor for an outstanding balance owed at that time of $2.1 million. The Company has worked with the vendor since that time to establish a payment plan for the balance owed. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | (14) Subsequent Events Amendments to Registration Rights Agreements On September 30, 2019, the Company and holders of a majority of the Company’s Series E and Series E-1 Convertible Preferred Stock entered into an amendment to those certain registration rights agreements, dated as of July 11, 2019 (effective as of July 15, 2019) (the “July Registration Rights Agreement”) and August 15, 2019 (the “August Registration Rights Agreement”), between the Company and the holders signatory thereto (the “Amendment”). The Amendment extends the applicable deadline for having a registration statement declared effective by the Securities and Exchange Commission (the “SEC”) under certain circumstances from 75 days to 120 days following the date of the July Registration Rights Agreement. On October 18, 2019, the Company and holders of a majority of the Company’s Series E and Series E-1 Convertible Preferred Stock entered into a second amendment (the “Second Amendment”) to those certain registration rights agreements, dated as of July 11, 2019 (effective as of July 15, 2019) and August 15, 2019, in each case as amended on September 30, 2019, between the Company and the holders signatory thereto. The Second Amendment eliminates the deadline to file a pre-effective registration statement amendment within 10 days of the Company’s receipt of comments from the SEC. On October 29, 2019, the Company and holders of a majority of the Company’s Series E and Series E-1 Convertible Preferred Stock and related warrants entered into a third amendment (the “Third Amendment”) to those certain registration rights agreements, dated as of July 11, 2019 (effective as of July 15, 2019) and August 15, 2019, in each case as previously amended on September 30, 2019 and October 18, 2019, between the Company and the holders signatory thereto (collectively, the “Registration Rights Agreements”). The Third Amendment clarifies that the liquidated damages specified in Section 2(d) of the Registration Rights Agreements shall not be payable to any holder whose Registrable Securities, as defined in the Registration Rights Agreements, are fully registered on an effective registration statement on the Effectiveness Date, as defined in the Registration Rights Agreements. Waiver and Forbearance Agreement Also on October 29, 2019, the Company entered into a Waiver and Forbearance Agreement (“Waiver”) with Rosalind Master Fund LP and Rosalind Opportunities Fund I LP, holders of its Series E and Series E-1 Convertible Preferred Stock and related warrants (together, “Rosalind”), pursuant to which Rosalind has agreed, among other things, to waive compliance with certain specified terms and conditions under the Registration Rights Agreements and forbear from exercising certain of their rights and remedies related to certain defaults thereunder for the time periods indicated therein. Reverse Stock Split Pursuant to the Company’s obligations under the July 2019 Private Placement and the August 2019 Private Placement, the Company presented a proposal for a reverse stock split at its Annual Meeting of Stockholders on September 17, 2019. On the same date, a majority of stockholders of the Company approved a proposal to approve and adopt an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our shares of common stock, $0.01 par value per share, issued and outstanding or reserved for issuance, at a specific ratio within a range from 1-for-50 to 1-for-1,200, inclusive, prior to the first anniversary of stockholder approval of the proposal, and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to effect the reverse stock split, as well as its specific timing and ratio. Also on the same date, the Company’s Board of Directors adopted resolutions to effect as soon as reasonably practicable the reverse split of the issued and outstanding shares of the Common Stock at a ratio of 1-for-100. On October 17, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, $0.01 par value per share, at a ratio of 1-for-100 to be effective as of October 22, 2019 at 8:30 a.m., New York City time (the “Reverse Stock Split”). The Charter Amendment did not change the par value or any other terms of the common stock. On October 22, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to the Charter Amendment, rescinding the Charter Amendment, citing an inaccuracy in Article Third of the Charter Amendment, which states an effective time for the Reverse Stock Split of 8:30 a.m. New York City time on October 22, 2019. Such effective time was based upon the Company’s prior receipt, on October 17, 2019, of confirmation by the Financial Industry Regulatory Authority, Inc. (“FINRA”) that it had completed its review of the Reverse Stock Split, including the effective time, whereupon the Company undertook to effect the Reverse Stock Split by filing the Charter Amendment. On the evening of October 21, 2019, subsequent to the Company’s filing of the Charter Amendment and issuance of a press release on October 18, 2019 announcing the confirmation by FINRA, FINRA notified the Company’s counsel that it was rescinding its prior confirmation. The Certificate of Correction further provides that the Company is currently awaiting FINRA confirmation. When such confirmation is obtained, the Company intends to file a Certificate of Amendment effectuating the Reverse Stock Split. The FINRA review process is still ongoing. Preferred Stock conversions From October 1, 2019 through November 14, 2019, the Company issued 3.7 million shares of Common Stock to the holders of Series E and Series E-1 Preferred Stock pursuant to conversion notices submitted by the holders. |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity and Operating Matters | Liquidity and Operating Matters The accompanying interim condensed consolidated 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 expects to continue incurring losses for the next several years. These losses, among other factors, raise substantial doubt about the Company’s ability to continue as a going concern. 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. |
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 condensed consolidated 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, 2019 and 2018; 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. |
Derivative Financial Instruments | Derivative Financial Instruments The accounting treatment of derivative financial instruments requires that the Company record financial instruments at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of issuing such instruments the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees. However, the Company has recognized the Series E Preferred Stock and Series E-1 Preferred Stock issued in July 2019 and August 2019 as equity because the agreements related to the issuance of those instruments specifically state that the common shares underlying the Preferred Stock take priority in registration. Additionally, the Company has a sufficient number of authorized shares for the issuance of common shares upon the conversion of the Preferred Stock. The Company did not have sufficient authorized shares to settle the associated warrants and accordingly has classified such warrants as a liability in the accompanying financial statements. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). ASU 2018-02 allows a company to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for periods beginning after December 15, 2018. Upon adoption of ASU 2018-02, the Company did not elect to reclassify the tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings, as the stranded tax effects were insignificant. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) effective January 1, 2019, electing the practical expedients and applying the transition provisions as of the effective date. Reporting periods beginning on or after January 1, 2019 are presented under Topic 842, while prior period amounts, as reported under previous GAAP, were not adjusted. The adoption of Topic 842 on January 1, 2019 did not have a significant impact on the Company’s consolidated results of operations or cash flows. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restricted Cash [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and r estricted cash balances were as follows: September 30, December 31, (in thousands) 2019 2018 Cash and cash equivalents $ 15,334 $ 2,516 Letters of credit 131 1,012 Security for credit cards 50 50 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 15,515 $ 3,578 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: September 30, December 31, (in thousands) 2019 2018 Raw materials $ 351 $ 358 Work-in-process 350 500 Finished goods 35 — Total inventories $ 736 $ 858 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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: September 30, December 31, (in thousands) 2019 2018 Clinical trial expenses $ 500 $ — Insurance premiums 54 140 Security deposit 50 51 Income tax and VAT receivable 33 579 Other 1 227 128 Total prepaid expenses and other current assets $ 864 $ 898 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, 2019 and December 31, 2018. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Components of property, plant and equipment | Property, plant, and equipment consist of the following: September 30, December 31, Estimated (in thousands) 2019 2018 Useful Life Buildings and land $ 589 $ 589 30 years - Buildings Enterprise hardware and software 1,739 1,742 3 years Leaseholds 1,687 1,701 Lesser of lease term or estimated useful life Equipment 1,002 1,002 7 years Furniture 197 198 5 years Property, plant and equipment, gross 5,214 5,232 Accumulated depreciation (4,458 ) (4,307 ) Property, plant and equipment, net $ 756 $ 925 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following: September 30, December 31, (in thousands) 2019 2018 Compensation, excluding taxes $ 3,274 $ 1,785 Clinical trial expenses 2,590 4,530 Interest payable 33 402 Other 1 640 1,247 Total accrued expenses $ 6,537 $ 7,964 1 Other consists of various accrued expenses, with no individual item accounting for more than 5% of current liabilities at September 30, 2019 and December 31, 2018. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Summary of Operating and Financing Leases | The following table summarizes the Company’s operating and financing leases as of and for the nine months ended September 30, 2019: (in thousands) U.S. Ireland Total Lease cost Operating lease cost $ 592 $ 160 $ 752 Financing lease cost 32 — 32 Sublease income (215 ) (133 ) (348 ) Total $ 409 $ 27 436 Other information Operating cash flows out from operating leases (634 ) (160 ) (794 ) Operating cash flows in from operating leases 215 133 348 Operating cash flows from financing leases (35 ) — (35 ) Right-of-use assets exchanged for new operating lease liabilities 874 — 874 Weighted average remaining lease term 1.4 1.8 Weighted average discount rate - operating leases 8 % 8 % |
Schedule of Maturity of Operating Leases Excluding Short-Term Leases | Maturities of the Company’s operating leases, excluding short-term leases, are as follows: (in thousands) U.S. Ireland Total Three months ended December 31, 2019 $ 129 $ 51 $ 180 Year ended December 31, 2020 498 203 701 Year ended December 31, 2021 79 119 198 Total 706 373 1,079 Less present value discount (40 ) (27 ) (67 ) Operating lease liabilities included in the condensed consolidated balance sheets at September 30, 2019 $ 666 $ 346 $ 1,012 |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Various Notes Issued | The following tables provide a summary of the various notes issued at September 30, 2019 and December 31, 2018: (in millions) Conversion price Current interest rate Principal Long term convertible notes payable 8.0% July 2019 Notes $ 1,500 8 % $ 2.0 (in millions) Interest rate Conversion price Principal Unamortized discount Carrying value December 4, 2018 8.0% $ 1.75 $ 1.7 $ — $ 1.7 March 1, 2019 8.0% $ 1.75 0.6 (0.5 ) 0.1 March 21, 2019 8.0% $ 1.75 0.4 (0.2 ) 0.2 December 4, 2019 8.0% $ 1.75 0.9 (0.9 ) — March 1, 2020 8.0% $ 1.75 0.8 (0.8 ) — March 21, 2020 8.0% $ 1.75 0.1 (0.1 ) — Balance at December 31, 2018 $ 4.5 $ (2.5 ) $ 2.0 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity under the Plan for the nine months ended September 30, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 — Granted 1,250,000 $ 0.28 Exercised — Cancelled/Forfeited (100,000 ) 0.28 Outstanding at September 30, 2019 1,150,000 $ 0.28 9.4 $ — Exercisable at September 30, 2019 766,663 $ 0.28 9.4 $ — |
Summary of Weighted Average Assumptions Used to Compute Fair Value | The following weighted average assumptions were used to compute the fair value of stock options granted during the nine months ended September 30, 2019: Nine months ended September 30, 2019 Dividend yield N/A Expected volatility 147.6 % Weighted average risk-free interest rate 2.6 % Weighted average expected life (in years) 5.5 Weighted average grant date fair value $ 0.259 |
Summary of Recognized Share-based Compensation Cost | Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 Selling, general and administrative $ 54 $ 116 $ 160 $ 58 Research and development 16 — 43 (63 ) Total $ 70 $ 116 $ 203 $ (5 ) |
Summary of Warrant Activity | The following is a summary of warrant activity for the nine months ended September 30, 2019: Warrants Exercise Share Weighted Average Exercise Price Weighted Average Remaining (Years) Outstanding at December 31, 2018 65,685,269 $0.01 - $1.00 $ 0.22 5.75 Issued 701,373,564 0.06 Exercised (7,898,853 ) 0.01 Exchanged (57,786,387 ) 0.24 Outstanding at September 30, 2019 701,373,593 $0.01 - $0.06 $ 0.06 5.05 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
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, 2019 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands) Warrant Liability Balance at December 31, 2018 $ 33 Total change in the liability included in earnings (456 ) Reclass from liability to equity (11 ) Fair value of warrants issued 20,844 Balance at September 30, 2019 $ 20,410 |
Schedule of fair value of the outstanding warrants | The fair value of the outstanding warrants at September 30, 2019 and December 31, 2018 was determined by using option pricing models with the following assumptions: September 30, December 31, 2019 2018 Expected life (in years) 5.0 1.1 - 5.1 Expected volatility 201.8% 145.7% - 265.3% Risk-free interest rates 1.6% 2.5% - 2.6% |
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, 2019, 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 Total September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 Liabilities Derivative instrument liabilities $ — $ — $ — $ — $ 20,410 $ 33 $ 20,410 $ 33 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Calculation of net loss and number of shares used to compute basic and diluted earnings per 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 except for those shares that are issuable for little or no cash consideration. 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. Three months ended September 30, Nine months ended September 30, (in thousands, except share data) 2019 2018 2019 2018 Net (loss) income - basic $ (7,519 ) $ (8,880 ) $ (21,371 ) $ (8,353 ) Preferred stock dividends (18,238 ) — (18,238 ) — Adjustment for gain on warrant income — (13 ) — (534 ) Net loss - diluted $ (25,757 ) $ (8,893 ) $ (39,609 ) $ (8,887 ) Weighted average shares outstanding - basic* 18,277,807 35,859,866 16,166,307 13,888,577 Weighted average shares outstanding - diluted* 18,277,807 35,859,866 16,166,307 13,888,587 Net loss per share - basic* $ (0.41 ) $ (0.25 ) $ (1.32 ) $ (0.60 ) Net loss per share - diluted* $ (1.41 ) $ (0.25 ) $ (2.45 ) $ (0.64 ) *reflects a one-for-five hundred (1:500) reverse stock split effected on May 2, 2018. |
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, 2019 and 2018 because their effects would be anti-dilutive: September 30, 2019 2018 Stock options 1,150,000 — Common stock warrants - equity — 4,202,909 Common stock warrants - liability 701,373,599 1,000,011 Assumed conversion of Series E and E-1 Preferred Stock 701,373,570 — Assumed conversion of convertible notes 22,222,222 5,639,318 Total 1,426,119,391 10,842,238 |
Restricted Cash - Schedule of C
Restricted Cash - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 15,334 | $ 2,516 | ||
Letters of credit | 131 | 1,012 | ||
Security for credit cards | 50 | 50 | ||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 15,515 | $ 3,578 | $ 9,975 | $ 5,324 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 351 | $ 358 |
Work-in-process | 350 | 500 |
Finished goods | 35 | |
Total inventories | $ 736 | $ 858 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Clinical trial expenses | $ 500 | |
Insurance premiums | 54 | $ 140 |
Security deposit | 50 | 51 |
Income tax and VAT receivable | 33 | 579 |
Other | 227 | 128 |
Total prepaid expenses and other current assets | $ 864 | $ 898 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) | Sep. 30, 2019 | Dec. 31, 2018 |
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 Equipmen_2
Property, Plant, and Equipment - Components of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,214 | $ 5,232 |
Accumulated depreciation | (4,458) | (4,307) |
Property, plant and equipment, net | 756 | 925 |
Buildings and Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 589 | 589 |
Enterprise Hardware and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,739 | 1,742 |
Property, plant and equipment, estimated useful life | 3 years | |
Leaseholds [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,687 | 1,701 |
Property, plant and equipment, estimated useful life | Lesser of lease term or estimated useful life | |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,002 | 1,002 |
Property, plant and equipment, estimated useful life | 7 years | |
Furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 197 | $ 198 |
Property, plant and equipment, estimated useful life | 5 years | |
Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, estimated useful life | 30 years |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 100 | $ 168 | $ 342 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Compensation, excluding taxes | $ 3,274 | $ 1,785 |
Clinical trial expenses | 2,590 | 4,530 |
Interest payable | 33 | 402 |
Other | 640 | 1,247 |
Total accrued expenses | $ 6,537 | $ 7,964 |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Maximum percentage of current liabilities accrued (in hundredths) | 5.00% | 5.00% |
Leases - Additional Information
Leases - Additional Information (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Lease term | 12 months |
Leases - Summary of Operating a
Leases - Summary of Operating and Financing Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lease cost | |
Operating lease cost | $ 752 |
Financing lease cost | 32 |
Sublease income | (348) |
Total | 436 |
Other information | |
Operating cash flows out from operating leases | (794) |
Operating cash flows in from operating leases | 348 |
Operating cash flows from financing leases | (35) |
Right-of-use assets exchanged for new operating lease liabilities | 874 |
U.S. [Member] | |
Lease cost | |
Operating lease cost | 592 |
Financing lease cost | 32 |
Sublease income | (215) |
Total | 409 |
Other information | |
Operating cash flows out from operating leases | (634) |
Operating cash flows in from operating leases | 215 |
Operating cash flows from financing leases | (35) |
Right-of-use assets exchanged for new operating lease liabilities | $ 874 |
Weighted average remaining lease term | 1 year 4 months 24 days |
Weighted average discount rate - operating leases | 8.00% |
Ireland [Member] | |
Lease cost | |
Operating lease cost | $ 160 |
Sublease income | (133) |
Total | 27 |
Other information | |
Operating cash flows out from operating leases | (160) |
Operating cash flows in from operating leases | $ 133 |
Weighted average remaining lease term | 1 year 9 months 18 days |
Weighted average discount rate - operating leases | 8.00% |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Leases Excluding Short-Term Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Lessee Lease Description [Line Items] | |
Three months ended December 31, 2019 | $ 180 |
Year ended December 31, 2020 | 701 |
Year ended December 31, 2021 | 198 |
Total | 1,079 |
Less present value discount | (67) |
Operating lease liabilities included in the condensed consolidated balance sheets at September 30, 2019 | 1,012 |
U.S. [Member] | |
Lessee Lease Description [Line Items] | |
Three months ended December 31, 2019 | 129 |
Year ended December 31, 2020 | 498 |
Year ended December 31, 2021 | 79 |
Total | 706 |
Less present value discount | (40) |
Operating lease liabilities included in the condensed consolidated balance sheets at September 30, 2019 | 666 |
Ireland [Member] | |
Lessee Lease Description [Line Items] | |
Three months ended December 31, 2019 | 51 |
Year ended December 31, 2020 | 203 |
Year ended December 31, 2021 | 119 |
Total | 373 |
Less present value discount | (27) |
Operating lease liabilities included in the condensed consolidated balance sheets at September 30, 2019 | $ 346 |
Outstanding Debt - Additional I
Outstanding Debt - Additional Information (Details) - USD ($) shares in Millions | Mar. 29, 2019 | May 23, 2019 | Sep. 30, 2019 | Jun. 06, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Sep. 21, 2018 |
Debt Instrument [Line Items] | |||||||
Debt instrument, principal face amount | $ 4,500,000 | ||||||
Series D Preferred Shares [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.00% | ||||||
Preferred stock, stated value | $ 1,160,000 | ||||||
Proceeds from exchange of senior secured promissory note | 400,000 | ||||||
Issuance of senior secured promissory note in exchange of preferred stock | $ 1,560,000 | ||||||
Maturity date | Apr. 1, 2020 | ||||||
Senior Secured Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal face amount | $ 2,000,000 | ||||||
Interest rate | 8.00% | ||||||
Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal face amount | $ 3,300,000 | ||||||
Interest rate | 8.00% | ||||||
Maturity period | 6 months | ||||||
Senior Secured Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal face amount | $ 9,400,000 | ||||||
Interest rate | 8.00% | ||||||
Debt instrument maturity start date | Dec. 31, 2018 | ||||||
Debt instrument maturity end date | Mar. 31, 2021 | ||||||
8.0% 2018 Notes [Member] | Short Term Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, notice of default description | Company received notices of default from the investors in the 2018 Notes which resulted in a 25%, or $1.1 million, increase in principal and an increase in the interest rates from 8% to 18%. | ||||||
Debt instrument, default amount percentage | 25.00% | ||||||
Debt instrument, default amount | $ 1,100,000 | ||||||
Increase in interest rate on notes in event of default | 18.00% | ||||||
Series D Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of common shares issuable on cancellation of warrants | 3.9 | ||||||
Pre-Funded Series D Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of common shares issuable on cancellation of warrants | 53.4 |
Outstanding Debt - Summary of V
Outstanding Debt - Summary of Various Notes Issued (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Principal | $ 4.5 | |
Unamortized discount | (2.5) | |
Carrying value | $ 2 | |
December 4, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 4, 2018 | |
Interest rate | 8.00% | |
Conversion price | $ 1.75 | |
Principal | $ 1.7 | |
Carrying value | $ 1.7 | |
March 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 1, 2019 | |
Interest rate | 8.00% | |
Conversion price | $ 1.75 | |
Principal | $ 0.6 | |
Unamortized discount | (0.5) | |
Carrying value | $ 0.1 | |
March 21, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 21, 2019 | |
Interest rate | 8.00% | |
Conversion price | $ 1.75 | |
Principal | $ 0.4 | |
Unamortized discount | (0.2) | |
Carrying value | $ 0.2 | |
December 4, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 4, 2019 | |
Interest rate | 8.00% | |
Conversion price | $ 1.75 | |
Principal | $ 0.9 | |
Unamortized discount | $ (0.9) | |
March 1, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 1, 2020 | |
Interest rate | 8.00% | |
Conversion price | $ 1.75 | |
Principal | $ 0.8 | |
Unamortized discount | $ (0.8) | |
March 21, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 21, 2020 | |
Interest rate | 8.00% | |
Conversion price | $ 1.75 | |
Principal | $ 0.1 | |
Unamortized discount | $ (0.1) | |
Long Term Convertible Notes Payable [Member] | 8.0% July 2019 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | |
Conversion price | $ 1,500 | |
Principal | $ 2 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Issuances - Additional Information (Details) - USD ($) | Aug. 19, 2019 | Jul. 11, 2019 | Mar. 29, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Nov. 05, 2018 |
Stockholders Equity Note [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Fair value of warrants issued | $ 20,844,000 | $ 28,539,000 | ||||||
Preferred stock, aggregate stated value | $ 0 | $ 0 | $ 0 | |||||
2019 Warrants [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Fair value of warrants issued | $ 20,800,000 | |||||||
Series E Convertible Preferred Stock [Member] | July 2019 Private Placement [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Proceeds from private placement, gross | $ 20,000,000 | |||||||
Series E Convertible Preferred Stock [Member] | July 2019 Private Placement [Member] | Securities Purchase Agreement [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Number of shares issued | 20,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Shares issued, price per share | $ 1,000 | |||||||
Series E-1 Convertible Preferred Stock [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Conversion of stock, description | The Conversion Price and the Exercise Price may, upon each of (i) the third trading day following the date that the Company effects a reverse stock split, (ii) the date that the initial registration statement to be filed pursuant to the Registration Rights Agreement (as further discussed below) is declared effective by the United States Securities and Exchange Commission (“SEC”), and (iii) in the event that all of the registrable securities (as defined in the Registration Rights Agreement) are not then registered on an effective registration statement, the date that all of the shares underlying the Preferred Stock and Warrants may be sold pursuant to Rule 144, be reduced, and only reduced, to equal the lesser of (x) the then effective Conversion Price or Exercise Price, as applicable, and (y) 90% of the average of the five daily volume weighted average prices of the Common Stock immediately prior to such dates. | |||||||
Series E-1 Convertible Preferred Stock [Member] | August 2019 Private Placement [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Proceeds from private placement, gross | $ 9,500,000 | |||||||
Series E-1 Convertible Preferred Stock [Member] | August 2019 Private Placement [Member] | Securities Purchase Agreement [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Number of shares issued | 9,510 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Shares issued, price per share | $ 1,000 | |||||||
Preferred Stock [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Conversion price | $ 0.06 | $ 0.06 | ||||||
Warrant exercise price | $ 0.06 | $ 0.06 | ||||||
Warrant exercisable term | 5 years | |||||||
Net proceeds from issuance of preferred stock | $ 26,500 | |||||||
Beneficial conversion feature | 18,300,000 | |||||||
Series E Preferred Stock and Related Warrants [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Debt and warrants exchanged for preferred stock | $ 11,800 | |||||||
Number of preferred stock and warrants issued upon conversion | 11,500 | |||||||
Value of accounts payable exchanged | $ 100,000 | |||||||
Number of shares issued upon exchange of accounts payable | 149 | |||||||
Number of shares issued upon exchange of investor waiver rights | 923 | |||||||
Series D Preferred Shares [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Preferred stock, aggregate stated value | $ 1,160,000 | |||||||
Proceeds from exchange of senior secured promissory note | $ 400,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Issuances - Additional Information (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2019shares | |
Pre-Funded Series D Warrants [Member] | |
Stockholders Equity Note [Line Items] | |
Exercise of pre-funded Series D Warrants (in shares) | 7.9 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant Exchange - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stockholders Equity Note [Line Items] | ||||
Loss in exchange of common stock for warrants | $ 1,714,000 | $ 1,721,000 | $ 2,826,000 | |
Exchange Agreement [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Shares of common stock issued for exchange warrants | 64,000 | |||
Loss in exchange of common stock for warrants | $ 6,000 |
Stockholders' Equity - Share-Ba
Stockholders' Equity - Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to non-vested share-based compensation awards | $ 100,000 | $ 100,000 | ||
Cost expected to be recognized over weighted average period | 3 months 18 days | |||
Share-based compensation (Income) expense | $ 70,000 | $ 116,000 | $ 203,000 | $ (5,000) |
2019 Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares available for grant | 350,000 | 350,000 | ||
2019 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares reserved for issuance | 1,500,000 | 1,500,000 | ||
2019 Equity Incentive Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options, exercise price of common stock granted as percentage of fair value on the date of grant | 100.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Stockholders Equity Note [Abstract] | |
Number of Shares, Granted | shares | 1,250,000 |
Number of Shares, Cancelled/Forfeited | shares | (100,000) |
Number of Shares, Outstanding | shares | 1,150,000 |
Number of Shares, Exercisable | shares | 766,663 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.28 |
Weighted Average Exercise Price, Cancelled/Forfeited | $ / shares | 0.28 |
Weighted Average Exercise Price, Outstanding | $ / shares | 0.28 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.28 |
Weighted Average Remaining Contractual Term (Years), Outstanding | 9 years 4 months 24 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 9 years 4 months 24 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Weighted Average Assumptions Used to Compute Fair Value (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 147.60% |
Weighted average risk-free interest rate | 2.60% |
Weighted average expected life (in years) | 5 years 6 months |
Weighted average grant date fair value | $ 0.259 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Recognized Share-based Compensation Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation (Income) expense | $ 70,000 | $ 116,000 | $ 203,000 | $ (5,000) |
Selling, General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation (Income) expense | 54,000 | $ 116,000 | 160,000 | 58,000 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation (Income) expense | $ 16,000 | $ 43,000 | $ (63,000) |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Warrants outstanding [Roll Forward] | ||
Outstanding, beginning of period (in shares) | 65,685,269 | |
Warrants issued (in shares) | 701,373,564 | |
Exercised (in shares) | (7,898,853) | |
Exchanged (in shares) | (57,786,387) | |
Outstanding, end of period (in shares) | 701,373,593 | 65,685,269 |
Warrants, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning of period (in dollars per share) | $ 0.22 | |
Issued (in dollars per share) | 0.06 | |
Exchanged (in dollars per share) | 0.24 | |
Exercised (in dollars per share) | 0.01 | |
Outstanding, end of period (in dollars per share) | $ 0.06 | $ 0.22 |
Weighted average remaining life | 5 years 18 days | 5 years 9 months |
Minimum [Member] | ||
Warrants, Exercise Price per Share [Roll Forward] | ||
Outstanding, (in dollars per share) | $ 0.01 | $ 0.01 |
Maximum [Member] | ||
Warrants, Exercise Price per Share [Roll Forward] | ||
Outstanding, (in dollars per share) | $ 0.06 | $ 1 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements Using Significant Unobservable Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) [Roll Forward] | |
Beginning balance | $ 33 |
Total change in the liability included in earnings | (456) |
Reclass from liability to equity | (11) |
Fair value of warrants issued | 20,844 |
Ending balance | $ 20,410 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding (in shares) | 701,373,593 | 65,685,269 |
Febuary 2018 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding (in shares) | 125,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Outstanding Warrants (Details) | Sep. 30, 2019 | Dec. 31, 2018 |
Contractual Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants expiration period | 5 years | |
Expected Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 2.018 | |
Risk-free Interest Rates [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 0.016 | |
Minimum [Member] | Contractual Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants expiration period | 1 year 1 month 6 days | |
Minimum [Member] | Expected Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 1.457 | |
Minimum [Member] | Risk-free Interest Rates [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 0.025 | |
Maximum [Member] | Contractual Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants expiration period | 5 years 1 month 6 days | |
Maximum [Member] | Expected Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 2.653 | |
Maximum [Member] | Risk-free Interest Rates [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants measurement input | 0.026 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Derivative Instruments Liabilities [Member] - Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Liabilities [Abstract] | ||
Total Liabilities | $ 20,410 | $ 33 |
Level 3 [Member] | ||
Liabilities [Abstract] | ||
Total Liabilities | $ 20,410 | $ 33 |
Net Loss per Common Share - Cal
Net Loss per Common Share - Calculation of Net Loss and Number of Shares Used to Compute Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Earnings Per Share [Abstract] | |||||||||
Net (loss) income - basic | $ (7,519) | $ (5,959) | $ (7,894) | $ (8,880) | $ (6,658) | $ 7,185 | $ (21,371) | $ (8,353) | |
Preferred stock dividends | (18,238) | (18,238) | |||||||
Adjustment for gain on warrant income | (13) | (534) | |||||||
Net loss - diluted | $ (25,757) | $ (8,893) | $ (39,609) | $ (8,887) | |||||
Weighted average shares outstanding - basic | [1] | 18,277,807 | 35,859,866 | 16,166,307 | 13,888,577 | ||||
Weighted average shares outstanding - diluted | [1] | 18,277,807 | 35,859,866 | 16,166,307 | 13,888,587 | ||||
Net loss per share - basic | [1] | $ (0.41) | $ (0.25) | $ (1.32) | $ (0.60) | ||||
Net loss per share - diluted | [1] | $ (1.41) | $ (0.25) | $ (2.45) | $ (0.64) | ||||
[1] | reflects a one-for-five hundred (1:500) reverse stock split effected on May 2, 2018. |
Net Loss per Common Share - C_2
Net Loss per Common Share - Calculation of Net Loss and Number of Shares Used to Compute Basic and Diluted Earnings per Share (Parenthetical) (Details) | May 02, 2018 |
Earnings Per Share [Abstract] | |
Reverse stock split | 1:500 |
Reverse stock split ratio | 0.002 |
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, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,426,119,391 | 10,842,238 |
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) | 1,150,000 | |
Common Stock Warrants - Equity [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,202,909 | |
Common Stock Warrants - Liability [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 701,373,599 | 1,000,011 |
Assumed Conversion of Series E and E-1 Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 701,373,570 | |
Assumed Conversion of Convertible Notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,222,222 | 5,639,318 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Millions | May 09, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Outstanding balance to vendor | $ 2.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) shares in Millions | Oct. 22, 2019$ / shares | Sep. 17, 2019$ / shares | May 02, 2018 | Nov. 14, 2019shares | Sep. 30, 2019$ / shares | Dec. 31, 2018$ / shares |
Subsequent Event [Line Items] | ||||||
Common stock par value per share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Reverse stock split ratio | 0.002 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value per share | $ 0.01 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Reverse stock split ratio | 0.01 | |||||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Reverse stock split ratio | 0.01 | |||||
Common Stock [Member] | Subsequent Event [Member] | Series E and E1 Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock issued for exchange warrants | shares | 3.7 | |||||
Common Stock [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Reverse stock split ratio | 0.02 | |||||
Common Stock [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Reverse stock split ratio | 0.0008 |