Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BIOTIME INC | |
Entity Central Index Key | 876,343 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 94,961,719 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 27,132 | $ 42,229 |
Available for sale securities | 829 | 753 |
Trade accounts and grants receivable, net | 1,125 | 1,078 |
Landlord receivable | 943 | 567 |
Prepaid expenses and other current assets | 2,878 | 2,610 |
Total current assets | 32,907 | 47,237 |
Property, plant and equipment, net and construction in progress | 8,932 | 7,539 |
Deferred license fees | 293 | 322 |
Deposits and other long-term assets | 1,268 | 1,299 |
Equity method investment | 4,436 | 4,671 |
Intangible assets, net | 32,278 | 33,592 |
TOTAL ASSETS | 80,114 | 94,660 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 10,674 | 9,377 |
Capital lease liability, current portion | 22 | 38 |
Promissory notes, current portion | 95 | 95 |
Deferred grant income | 2,269 | 2,513 |
Deferred license and subscription revenue, current portion | 609 | 439 |
Total current liabilities | 13,669 | 12,462 |
LONG-TERM LIABILITIES | ||
Deferred revenues, net of current portion | 538 | 615 |
Deferred rent liabilities, net of current portion | 261 | 158 |
Lease liability | 5,408 | 4,400 |
Related party convertible debt, net of discount | 394 | 324 |
Promissory notes, net of current portion | 220 | 220 |
Capital lease, net of current and other liabilities | 32 | 34 |
TOTAL LIABILITIES | $ 20,522 | $ 18,213 |
Commitments and contingencies (Note 11) | ||
SHAREHOLDERS' EQUITY | ||
Preferred shares, no par value, 2,000 shares authorized; none issued and outstanding | $ 0 | $ 0 |
Common shares, no par value, 125,000 shares authorized; 94,894 issued and 90,421 outstanding as of March 31, 2016 and December 31, 2015 | 275,238 | 274,342 |
Accumulated other comprehensive loss | (60) | (237) |
Accumulated deficit | (246,293) | (229,181) |
Treasury stock at cost: 4,473 shares as of March 31, 2016 and December 31, 2015 | (18,033) | (18,033) |
BioTime, Inc. shareholders' equity | 10,852 | 26,891 |
Non-controlling interest | 48,740 | 49,556 |
Total shareholders' equity | 59,592 | 76,447 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 80,114 | $ 94,660 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, authorized (in shares) | 2,000 | 2,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, authorized (in shares) | 125,000 | 125,000 |
Common stock, issued (in shares) | 94,894 | 94,894 |
Common stock, outstanding (in shares) | 90,421 | 90,421 |
Treasury stock (in shares) | 4,473 | 4,473 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
REVENUES: | ||
Subscription and advertisement revenues | $ 420 | $ 319 |
Royalties from product sales | 123 | 156 |
Grant income | 1,487 | 699 |
Sale of research products and services | 43 | 90 |
Total revenues | 2,073 | 1,264 |
Cost of sales | (225) | (264) |
Gross Profit | 1,848 | 1,000 |
OPERATING EXPENSES: | ||
Research and development | 13,734 | 9,323 |
General and administrative | 11,872 | 5,179 |
Total operating expenses | 25,606 | 14,502 |
Loss from operations | (23,758) | (13,502) |
OTHER INCOME/(EXPENSES): | ||
Interest income/(expense), net | (132) | (25) |
BioTime's share of losses in equity method investment in Ascendance | (235) | 0 |
Other income/(expense), net | 128 | (240) |
Total other income/(expense), net | (239) | (265) |
LOSS BEFORE INCOME TAX BENEFIT | (23,997) | (13,767) |
Deferred income tax benefit | 0 | 1,177 |
NET LOSS | (23,997) | (12,590) |
Net loss attributable to non-controlling interest | 6,885 | 2,423 |
NET LOSS ATTRIBUTABLE TO BIOTIME, INC. | $ (17,112) | $ (10,167) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.19) | $ (0.13) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING: BASIC AND DILUTED (in shares) | 90,421 | 78,262 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) [Abstract] | ||
NET LOSS | $ (23,997) | $ (12,590) |
Other comprehensive income (loss), net of tax: | ||
Change in foreign currency translation | 127 | (53) |
Unrealized gain on available-for-sale securities, net of taxes | 49 | 0 |
COMPREHENSIVE LOSS | (23,821) | (12,643) |
Less: Comprehensive loss attributable to non-controlling interest | 6,885 | 2,423 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS | $ (16,936) | $ (10,220) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to BioTime, Inc. | $ (17,112) | $ (10,167) |
Net loss allocable to non-controlling interest | (6,885) | (2,423) |
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||
Depreciation expense | 429 | 263 |
Amortization of intangible assets | 1,314 | 1,314 |
Amortization of deferred license fees | 107 | 27 |
Amortization of prepaid rent in common stock | 0 | 21 |
Stock-based compensation | 3,373 | 1,914 |
Subsidiary shareholder expense for subsidiary warrants | 3,125 | 0 |
Amortization of discount on related party convertible debt | 65 | 50 |
Accrued interest on convertible debt | 5 | 4 |
BioTime's share of losses in equity method investment in Ascendance | 235 | 0 |
Deferred income tax benefit | 0 | (1,177) |
Deferred grant income | (243) | 1,474 |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable, net | (36) | 171 |
Inventory | 0 | (33) |
Prepaid expenses and other current assets | (259) | (61) |
Accounts payable and accrued liabilities | 1,457 | (365) |
Other long-term liabilities | (6) | 11 |
Deferred rent liabilities | 103 | (62) |
Deferred revenues | 15 | (30) |
Net cash used in operating activities | (14,313) | (9,069) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment and other assets | (583) | (77) |
Restricted cash | (815) | 0 |
Payments on construction in progress | (267) | (296) |
Cash used in investing activities | (1,665) | (373) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercises of stock options | 49 | 347 |
Reimbursement from landlord on construction in progress | 567 | 284 |
Repayment of capital lease obligation | (17) | (14) |
Net proceeds from sale of common shares of subsidiary | 165 | 5,500 |
Fees paid on sale of common shares of subsidiary | 0 | (433) |
Net cash provided by financing activities | 764 | 5,684 |
Effect of exchange rate changes on cash and cash equivalents | 117 | 101 |
NET CHANGE IN CASH AND CASH EQUIVALENTS: | (15,097) | (3,657) |
CASH AND CASH EQUIVALENTS: | ||
At beginning of the period | 42,229 | 29,487 |
At end of the period | $ 27,132 | $ 25,830 |
Organization and Business Overv
Organization and Business Overview | 3 Months Ended |
Mar. 31, 2016 | |
Organization and Business Overview [Abstract] | |
Organization and Business Overview | 1. Organization and Business Overview General HyStem ® In order to efficiently advance product candidates through the clinical trial process, BioTime historically created operating subsidiaries for each program and product line. Management believes this approach has fostered efficient use of resources and reduced shareholder dilution as compared to strategies commonly deployed by the biotechnology industry, as the various programs and product lines have advanced through basic research and animal studies. As a result, BioTime has developed multiple clinical-stage products rather than being dependent on a single product program. BioTime and its subsidiaries have received substantial amounts of non-dilutive financial support from government and nonprofit organizations that are seeking, based on rigorous scientific review processes, to identify and accelerate the development of potential breakthroughs in the treatment of various major diseases. BioTime currently has two subsidiaries whose common stock is traded publicly, Asterias Biotherapeutics, Inc. (NYSE MKT: AST) and OncoCyte Corporation (NYSE MKT: OCX). BioTime and its subsidiaries now have four therapeutic product candidates in human clinical trials. Renevia ® Renevia ® HyStem ® OpRegen ® |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 2. Basis of Presentation, Liquidity and Summary of Significant Accounting Policies The unaudited condensed consolidated financial statements presented herein, and discussed below, have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in BioTime’s Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying interim condensed consolidated financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of BioTime’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation – All material intercompany accounts and transactions have been eliminated in consolidation. BioTime consolidated Asterias, ReCyte Therapeutics, Inc. (“ReCyte”), OncoCyte Corporation (“OncoCyte”), OrthoCyte Corporation (“OrthoCyte”), ES Cell International, Pte Ltd (“ESI”), Cell Cure Neurosciences, Ltd (“Cell Cure Neurosciences”) BioTime Asia, Limited (“BioTime Asia”), LifeMap Sciences, Inc. (“LifeMap Sciences”) LifeMap Sciences, Ltd., and LifeMap Solutions, Inc., as BioTime has the ability to control their operating and financial decisions and policies through its ownership, and the non-controlling interest is reflected as a separate element of shareholders' equity on BioTime’s condensed consolidated balance sheets. Liquidity However, clinical trials being conducted by BioTime’s subsidiaries, Asterias and Cell Cure Neurosciences will be funded in part with funds from grants and not from cash on hand. If either Asterias or Cell Cure Neurosciences were to lose its grant funding, it may be required to delay, postpone, or cancel its clinical trials or limit the number of clinical trial sites, or otherwise reduce or curtail its operations unless it is able to obtain adequate financing from another source that could be used for its clinical trial. Also, OncoCyte will need to raise additional capital during 2016 if, based on the results of its research and development efforts, it determines to establish a CLIA certified laboratory and commence marketing its first cancer diagnostic test. Basic and diluted net loss per share Recently Issued Accounting Pronouncements In April 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments clarify two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The update is effective for annual periods beginning after December 15, 2017 including interim reporting periods therein. BioTime is currently evaluating the impact, if any, the adoption of ASU 2016-10 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2016. BioTime is currently evaluating the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those annual periods. Early adoption is permitted. BioTime is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. On January 5, 2016, the FASB issued ASU 2016-01: “Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. Changes to the current GAAP model primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The most significant amendment was to equity investments. All equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (with changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. The amendment also allows equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments also require enhanced disclosures about those investments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. BioTime is currently evaluating the impact the adoption of ASU 2016-01 will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which changes how deferred taxes are classified on a company’s balance sheet. The ASU eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent on the balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments are effective for annual financial statements beginning after December 15, 2016, and interim periods within those annual periods. BioTime does not expect that the adoption of ASU 2015-17 will have a material impact on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". ASU No. 2014-15 defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. It is effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. Early adoption is permitted. BioTime has not elected early adoption and believes the impact of the adoption of ASU No. 2014-15 could have a material adverse impact on BioTime’s consolidated financial statements. |
Property, plant and equipment,
Property, plant and equipment, net and construction in progress | 3 Months Ended |
Mar. 31, 2016 | |
Property, plant and equipment, net and construction in progress [Abstract] | |
Property, plant and equipment, net and construction in progress | 3. Property, plant and equipment, net and construction in progress At March 31, 2016 and December 31, 2015, property, plant and equipment, and construction in progress were comprised of the following (in thousands): March 31, 2016 (Unaudited) December 31, 2015 Property, plant and equipment $ 11,493 $ 10,757 Construction in progress 1,318 93 Accumulated depreciation (3,879 ) (3,311 ) Property, plant and equipment, net $ 8,932 $ 7,539 Depreciation expense amounted to $429,000 and $263,000 for the three months ended March 31, 2016 and 2015, respectively. Construction in progress Construction in progress of approximately $1.3 million as of March 31, 2016 relates entirely to the improvements in progress for BioTime’s new Alameda facility (see Note 11). Under the terms of the lease agreement, the landlord has provided BioTime with an initial tenant improvement allowance of up to $1.4 million, which BioTime is using to construct a research and development laboratory, a diagnostic testing laboratory, and a small production facility that can be used to manufacture small cell banks and clinical materials for clinical studies. BioTime has an additional landlord allowance of up to $308,000 to be used for eligible construction costs after the initial allowance is fully utilized, subject to landlord approval. As of March 31, 2016, of the $1.4 million initial allowance, $1.1 million qualifies for reimbursement and approximately $0.3 million was available to be used on eligible construction costs. The remaining construction in progress of approximately $200,000 as of March 31, 2016 is related to tenant improvements and construction costs that are not reimbursable by the landlord. The facility is expected to be substantially completed and placed into service in the third quarter of 2016. |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2016 | |
Intangible assets, net [Abstract] | |
Intangible assets, net | 4. Intangible assets, net At March 31, 2016 and December 31, 2015, intangible assets and intangible assets net of amortization were comprised of the following (in thousands): March 31, 2016 (Unaudited) December 31, 2015 Intangible assets $ 52,563 $ 52,563 Accumulated amortization (20,285 ) (18,971 ) Intangible assets, net $ 32,278 $ 33,592 BioTime recognized $1.3 million in amortization expense of intangible assets, included in research and development expenses, during the three months ended March 31, 2016 and 2015, respectively. |
Investment in Common Stock of A
Investment in Common Stock of Ascendance Biotechnology, Inc. | 3 Months Ended |
Mar. 31, 2016 | |
Investment in Common Stock of Ascendance Biotechnology, Inc. [Abstract] | |
Investment in Common Stock of Ascendance Biotechnology, Inc. | 5. Investment in Common Stock of Ascendance Biotechnology, Inc. On December 9, 2015, BioTime acquired a 51.2% equity interest in the common stock of Ascendance Biotechnology, Inc. ("Ascendance") in exchange for a group of assets and intellectual property licenses deemed to be a business, as defined by ASC 805, Business Combinations During the three months ended March 31, 2016, a member of the Board of Directors of BioTime invested an additional $100,000 in Ascendance decreasing BioTime’s ownership to 49.9%. BioTime’s share of net losses, including dilution losses due to decreased ownership in the Ascendance investment recorded in the consolidated statements of operations during the three months ended March 31, 2016 was $235,000. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | 6. Accounts Payable and Accrued Liabilities At March 31, 2016 and December 31, 2015, accounts payable and accrued liabilities consisted of the following (in thousands): March 31, 2016 (Unaudited) December 31, 2015 Accounts payable $ 4,546 $ 2,798 Accrued expenses 5,222 5,021 Accrued bonuses 809 1,126 Other current liabilities 97 432 Total $ 10,674 $ 9,377 |
Related Party Transactions and
Related Party Transactions and Related Party Convertible Debt | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions and Related Party Convertible Debt [Abstract] | |
Related Party Transactions and Related Party Convertible Debt | 7. Related Party Transactions and Related Party Convertible Debt BioTime currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to BioTime on a month-by-month basis by one of its directors at an amount that approximates his cost. In April and November 2015, Cell Cure Neurosciences issued certain convertible notes (the “Convertible Notes”) to a Cell Cure Neurosciences shareholder other than BioTime in the principal amount of $188,000 and $66,000, respectively. In July and September 2014, Cell Cure Neurosciences issued Convertible Notes to two Cell Cure Neurosciences shareholders other than BioTime in the principal amount of $471,000. One of the Cell Cure Neurosciences shareholders who acquired Convertible Notes is considered a related party. The functional currency of Cell Cure Neurosciences is the Israeli New Shekel, however the Convertible Notes are payable in United States dollars. The Convertible Notes bear a stated interest rate of 3% per annum. The total outstanding principal balance of the Convertible Notes, with accrued interest, is due and payable on various maturity dates in July and September 2017. The outstanding principal balance of the Convertible Notes with accrued interest is convertible into Cell Cure Neurosciences ordinary shares at a fixed conversion price of $20 per share, at the election of the holder, at any time prior to maturity. Any conversion of the Convertible Notes must be settled with Cell Cure Neurosciences ordinary shares and not with cash. At March 31, 2016, the carrying value of the Convertible Notes was $394,000, comprised of principal and accrued interest of $753,000, net of unamortized debt discount of $359,000. As of December 31, 2015, the carrying value of the Convertible Notes was $324,000, comprised of principal and accrued interest of $748,000, net of unamortized debt discount of $424,000. In January 2016 and December 2015, certain BioTime board members invested in Ascendance as individual investors concurrently with BioTime’s investment in Ascendance as discussed in Note 5. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 8. Shareholders' Equity Preferred Shares BioTime is authorized to issue 2,000,000 preferred shares. The preferred shares may be issued in one or more series as the board of directors may by resolution determine. The board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series. There are no preferred shares issued and outstanding. Common Shares BioTime is authorized to issue 125,000,000 common shares with no par value. As of March 31, 2016 and December 31, 2015, BioTime had 94,894,140 issued and 90,421,554 outstanding common shares. The difference of 4,472,586 common shares as of March 31, 2016 and December 31, 2015 is attributed to shares held by BioTime subsidiaries which are accounted for as treasury stock on the condensed consolidated balance sheet. During the three months ended March 31, 2016, no options and no warrants were exercised. Treasury Stock Certain BioTime subsidiaries hold BioTime common shares that the subsidiaries received from BioTime in exchange for capital stock in the subsidiaries. The BioTime common shares held by subsidiaries are treated as treasury stock by BioTime and BioTime does not recognize a gain or loss on the sale of those shares by its subsidiaries. Warrant distribution to subsidiary shareholders On March 30, 2016, Asterias’ board of directors declared a distribution of Asterias common stock purchase warrants to all Asterias shareholders other than BioTime, as mutually agreed upon by BioTime and Asterias, in the ratio of one warrant for every five shares of Asterias common stock owned of record as of the close of business on April 11, 2016. On April 25, 2016, Asterias distributed 3,331,229 warrants. The distribution of the warrants is treated as a non-pro rata distribution because warrants were not distributed to BioTime. The warrants are classified as equity, have an exercise price of $5.00 per share, and expire on September 30, 2016. Asterias recorded the warrants at a fair value of approximately $3.1 million with a noncash charge to shareholder expense included in general and administrative expenses and a corresponding increase to equity in non-controlling interests of Asterias as of March 30, 2016 as the warrants were deemed to be issued for financial reporting purposes on that date. |
Stock Option Plans
Stock Option Plans | 3 Months Ended |
Mar. 31, 2016 | |
Stock Option Plans [Abstract] | |
Stock Option Plans | 9. Stock Option Plans BioTime has adopted a 2012 Equity Incentive Plan (the “2012 Plan”) under which BioTime has reserved 10,000,000 common shares for the grant of stock options, restricted stock, restricted stock units and stock appreciation rights. A summary of BioTime’s 2012 Plan activity and related information follows (in thousands, except per share amounts): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2015 5,257 5,194 $ 3.93 Options granted (431 ) 431 2.50 Options exercised - - - Options forfeited/cancelled 72 (171 ) 3.81 March 31, 2016 4,898 5,454 $ 3.81 Stock-Based Compensation Expense The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model applying the weighted-average assumptions noted in the following table March 31, (Unaudited) 2016 2015 Expected life (in years) 6.08 6.07 Risk-free interest rates 1.60 % 1.77 % Volatility 62.05 % 68.57 % Dividend yield 0 % 0 % Operating expenses include stock-based compensation expense as follows (in thousands): Three Months Ended March 31, (Unaudited) 2016 2015 Research and development $ 1,206 $ 414 General and administrative 2,167 1,500 Total stock-based compensation expense $ 3,373 $ 1,914 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes The provision for income taxes is determined using an estimated annual effective tax rate. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where BioTime conducts business. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. BioTime established a full valuation allowance as of March 31, 2016 and December 31, 2015 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. Accordingly, BioTime did not record any provision or benefit for income taxes for the three months ended March 31, 2016. An income tax benefit of approximately $1.2 million was recorded for the three months ended March 31, 2015, of which approximately $1.3 million was related to federal taxes offset by $74,000 related to state taxes. The income tax benefit recorded for the three months ended March 31, 2015 was primarily related to the deferred tax liabilities BioTime had recorded for its acquisition of certain intellectual property. BioTime and Asterias completed certain transactions under a Cross-License Agreement and Share Transfer Agreement on February 16, 2016 pursuant to which BioTime transferred certain assets to Asterias. The asset transfer was a taxable transaction to BioTime generating a taxable gain of approximately $3.1 million . BioTime has sufficient current year losses from operations to offset the entire gain resulting in no income taxes due. As the transfer of assets and the resulting taxable gain is due to a , BioTime recorded the tax effects of this gain through equity in accordance with ASC 740-20-45-11(g). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Alameda Lease On December 10, 2015, BioTime entered into a lease for approximately 30,795 square feet of rentable space in two buildings located in an office park in Alameda, California (the “New Alameda Lease”). The term of the New Alameda Lease is seven years and BioTime has an option to renew the term for an additional five years. BioTime moved into the administrative areas of the facility and the term of the New Alameda Lease commenced effective February 1, 2016. The landlord will provide BioTime with an initial tenant improvement allowance of $1.4 million (the “Initial Allowance”) to be applied to the construction of improvements for the leased premises, primarily for the research and development facilities. The allowance may be increased by an additional amount of approximately $308,000 (the “Additional Allowance”), if BioTime so chooses (subject to landlord pre-approval of the costs). If BioTime does use any of the Additional Allowance, that amount will be amortized and repaid to the landlord with interest at a rate of 10% per annum, amortized on a monthly basis over the seven year term of the lease. Any unused balance of the Initial Allowance cannot be used against rent reduction and will expire unused. BioTime expects to complete the leasehold improvements by the end of 2016. BioTime is considered the owner of the tenant improvements under construction under ASC 840-40-55 as BioTime, among other things, has the primary obligation to pay for construction costs and BioTime will retain exclusive use of the building for its office and research facility requirements after construction is completed. In accordance with this guidance, amounts expended by BioTime for construction are reported as construction in progress, and the proceeds received from the landlord are reported as a liability. Upon the property being placed in service, BioTime will depreciate the property and the lease payments allocated to the landlord liability will be accounted for as debt service payments on that liability. As of March 31, 2016, $1.1 million of construction costs qualified for reimbursement and approximately $0.3 million of the Initial Allowance was available for use on additional eligible construction costs. The remaining cost of construction in progress, estimated at $200,000 as of March 31, 2016, is related to tenant improvements and construction costs that are not reimbursable by the landlord. In connection with the New Alameda lease, BioTime may elect to maintain a letter of credit with its bank in lieu of the landlord holding a cash security deposit of approximately $847,000, which BioTime had initially paid at the inception of the lease. BioTime satisfied the letter of credit requirement by depositing $847,000 in a certificate of deposit with its bank as of March 31, 2016. The cash in the certificate of deposit is included in deposits and other long-term assets as of March 31, 2016 because BioTime is restricted from using the cash for working capital purposes. Accordingly, BioTime will receive a reimbursement from the landlord of the initial $847,000 security deposit paid included in landlord receivable as of March 31, 2016. Base rent under the New Alameda Lease commenced on February 1, 2016 at $64,670 per month, and will increase by approximately 3% annually on every February 1 thereafter during the lease term. Fremont Lease On December 30, 2013, Asterias entered into a lease for an office and research facility located in Fremont, California, consisting of an existing building with approximately 44,000 square feet of space. The building will be used by Asterias primarily as a laboratory and production facility to produce human embryonic stem cells and related products under current good manufacturing procedures. As of December 31, 2015 Asterias completed the tenant improvements, which cost approximately $4.9 million, of which the maximum of $4.4 million was paid to Asterias by the landlord. The landlord’s obligation to fund the tenant improvements expired on December 31, 2015. As of March 31, 2016 and December 31, 2015, the landlord liability was $4.3 million and $4.4 million and the deferred rent liability was $203,000 and $179,000, respectively. Base rent increased to $105,000 per month on January 1, 2016, and will increase by approximately 3% annually on every October 1 thereafter during the lease term. Litigation – General BioTime will be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When BioTime is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, BioTime will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, BioTime discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. BioTime is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. Employment Contracts BioTime has entered into employment agreements with certain executive officers. Under the provisions of the agreements, BioTime may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations. Indemnification In the normal course of business, BioTime may provide indemnifications of varying scope under BioTime’s agreements with other companies or consultants, typically BioTime’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, BioTime will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of BioTime’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to BioTime products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments BioTime could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, BioTime has not been subject to any claims or demands for indemnification. BioTime also maintains various liability insurance policies that limit BioTime’s financial exposure. As a result, BioTime believes the fair value of these indemnification agreements is minimal. Accordingly, BioTime has not recorded any liabilities for these agreements as of March 31, 2016 and December 31, 2015. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On April 25, 2016, Asterias issued 3,331,229 common stock purchase warrants to all of its shareholders other than BioTime. The warrants are classified as equity, have an exercise price of $5.00 per share, and expire on September 30, 2016. The warrants were deemed to be issued for financial reporting purposes on March 30, 2016, the date on which the Asterias board of directors approved the distribution of the warrants (see Note 8). On May 10, 2016, Asterias finalized the pricing of an underwritten public offering of 5,147,059 units at a public offering price of $3.40 per unit. Each unit consists of one share of common stock and 0.5 of a warrant to purchase a share of common stock at an exercise price of $4.37 per share. The warrants are immediately exercisable and expire on the fifth anniversary of the date of issuance. The offering is expected to close on May 13, 2016, subject to customary closing conditions. If completed, Asterias would receive net proceeds of $16,275,000 after underwriting discounts but before paying other costs of the offering. Asterias has granted the underwriters a 30-day option to purchase up to an additional 772,059 shares of common stock and/or additional warrants to purchase up to 386,029 shares of common stock to cover over-allotments, if any. Asterias will use the proceeds for general corporate purposes, including for clinical trials, research and development, capital expenditures and working capital. Neither BioTime, nor any other subsidiary of BioTime, may use Asterias’ proceeds for their working capital needs. |
Basis of Presentation, Liquid19
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation – All material intercompany accounts and transactions have been eliminated in consolidation. BioTime consolidated Asterias, ReCyte Therapeutics, Inc. (“ReCyte”), OncoCyte Corporation (“OncoCyte”), OrthoCyte Corporation (“OrthoCyte”), ES Cell International, Pte Ltd (“ESI”), Cell Cure Neurosciences, Ltd (“Cell Cure Neurosciences”) BioTime Asia, Limited (“BioTime Asia”), LifeMap Sciences, Inc. (“LifeMap Sciences”) LifeMap Sciences, Ltd., and LifeMap Solutions, Inc., as BioTime has the ability to control their operating and financial decisions and policies through its ownership, and the non-controlling interest is reflected as a separate element of shareholders' equity on BioTime’s condensed consolidated balance sheets. |
Liquidity | Liquidity However, clinical trials being conducted by BioTime’s subsidiaries, Asterias and Cell Cure Neurosciences will be funded in part with funds from grants and not from cash on hand. If either Asterias or Cell Cure Neurosciences were to lose its grant funding, it may be required to delay, postpone, or cancel its clinical trials or limit the number of clinical trial sites, or otherwise reduce or curtail its operations unless it is able to obtain adequate financing from another source that could be used for its clinical trial. Also, OncoCyte will need to raise additional capital during 2016 if, based on the results of its research and development efforts, it determines to establish a CLIA certified laboratory and commence marketing its first cancer diagnostic test. |
Basic and diluted net loss per share | Basic and diluted net loss per share |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments clarify two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The update is effective for annual periods beginning after December 15, 2017 including interim reporting periods therein. BioTime is currently evaluating the impact, if any, the adoption of ASU 2016-10 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2016. BioTime is currently evaluating the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within those annual periods. Early adoption is permitted. BioTime is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. On January 5, 2016, the FASB issued ASU 2016-01: “Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. Changes to the current GAAP model primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The most significant amendment was to equity investments. All equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (with changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. The amendment also allows equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments also require enhanced disclosures about those investments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. BioTime is currently evaluating the impact the adoption of ASU 2016-01 will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which changes how deferred taxes are classified on a company’s balance sheet. The ASU eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent on the balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments are effective for annual financial statements beginning after December 15, 2016, and interim periods within those annual periods. BioTime does not expect that the adoption of ASU 2015-17 will have a material impact on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". ASU No. 2014-15 defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. It is effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. Early adoption is permitted. BioTime has not elected early adoption and believes the impact of the adoption of ASU No. 2014-15 could have a material adverse impact on BioTime’s consolidated financial statements. |
Property, plant and equipment20
Property, plant and equipment, net and construction in progress (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, plant and equipment, net and construction in progress [Abstract] | |
Equipment, furniture and fixtures and construction in progress | At March 31, 2016 and December 31, 2015, property, plant and equipment, and construction in progress were comprised of the following (in thousands): March 31, 2016 (Unaudited) December 31, 2015 Property, plant and equipment $ 11,493 $ 10,757 Construction in progress 1,318 93 Accumulated depreciation (3,879 ) (3,311 ) Property, plant and equipment, net $ 8,932 $ 7,539 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Intangible assets, net [Abstract] | |
Intangible assets | At March 31, 2016 and December 31, 2015, intangible assets and intangible assets net of amortization were comprised of the following (in thousands): March 31, 2016 (Unaudited) December 31, 2015 Intangible assets $ 52,563 $ 52,563 Accumulated amortization (20,285 ) (18,971 ) Intangible assets, net $ 32,278 $ 33,592 |
Accounts Payable and Accrued 22
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts payable and accrued liabilities | At March 31, 2016 and December 31, 2015, accounts payable and accrued liabilities consisted of the following (in thousands): March 31, 2016 (Unaudited) December 31, 2015 Accounts payable $ 4,546 $ 2,798 Accrued expenses 5,222 5,021 Accrued bonuses 809 1,126 Other current liabilities 97 432 Total $ 10,674 $ 9,377 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Option Plans [Abstract] | |
Summary of stock option activity | A summary of BioTime’s 2012 Plan activity and related information follows (in thousands, except per share amounts): Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price December 31, 2015 5,257 5,194 $ 3.93 Options granted (431 ) 431 2.50 Options exercised - - - Options forfeited/cancelled 72 (171 ) 3.81 March 31, 2016 4,898 5,454 $ 3.81 |
Schedule of weighted average assumptions to calculate fair value of stock options | The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model applying the weighted-average assumptions noted in the following table March 31, (Unaudited) 2016 2015 Expected life (in years) 6.08 6.07 Risk-free interest rates 1.60 % 1.77 % Volatility 62.05 % 68.57 % Dividend yield 0 % 0 % |
Schedule of share-based compensation, employee stock purchase plan, activity | Operating expenses include stock-based compensation expense as follows (in thousands): Three Months Ended March 31, (Unaudited) 2016 2015 Research and development $ 1,206 $ 414 General and administrative 2,167 1,500 Total stock-based compensation expense $ 3,373 $ 1,914 |
Organization and Business Ove24
Organization and Business Overview (Details) | 3 Months Ended |
Mar. 31, 2016SubsidiaryTherapeutic | |
Organization and Business Overview [Abstract] | |
Number of subsidiaries | Subsidiary | 2 |
Number of therapeutic products | Therapeutic | 4 |
Basis of Presentation, Liquid25
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Liquidity [Abstract] | |||
Accumulated deficit | $ 246,293 | $ 229,181 | |
Shareholders' equity | 59,592 | $ 76,447 | |
Parent [Member] | |||
Liquidity [Abstract] | |||
Accumulated deficit | (246,000) | ||
Working capital | 19,200 | ||
Shareholders' equity | 59,600 | ||
Cash, cash equivalents and available for sale securities | $ 28,900 | ||
Treasury Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 4,472,586 | 4,893,942 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 5,453,979 | 4,266,605 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 9,394,862 | 9,194,679 |
Property, plant and equipment26
Property, plant and equipment, net and construction in progress (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, plant and equipment, net and construction in progress [Abstract] | |||
Property, plant and equipment, net | $ 8,932,000 | $ 7,539,000 | |
Depreciation expense | 429,000 | $ 263,000 | |
Reimbursement from landlord on construction in progress | 567,000 | 284,000 | |
Property, Plant and Equipment [Member] | |||
Property, plant and equipment, net and construction in progress [Abstract] | |||
Property, plant and equipment | 11,493,000 | 10,757,000 | |
Construction in progress | 1,318,000 | 93,000 | |
Accumulated depreciation | (3,879,000) | (3,311,000) | |
Property, plant and equipment, net | 8,932,000 | $ 7,539,000 | |
Construction in Progress [Member] | |||
Property, plant and equipment, net and construction in progress [Abstract] | |||
Depreciation expense | 429,000,000 | $ 263,000,000 | |
Additional landlord allowance | 308,000 | ||
Initial allowance | 1,400,000 | ||
Tenant improvement allowance under lease agreement | 1,400,000 | ||
Amount qualifying for reimbursement under the tenant improvement allowance | 1,100,000 | ||
Amount remaining under lease agreement | 300,000 | ||
Reimbursement from landlord on construction in progress | $ 200,000 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Intangible assets, net [Abstract] | |||
Intangible assets | $ 52,563 | $ 52,563 | |
Accumulated amortization | (20,285) | (18,971) | |
Intangible assets, net | 32,278 | $ 33,592 | |
Amortization of intangible assets | $ 1,314 | $ 1,314 |
Investment in Common Stock of28
Investment in Common Stock of Ascendance Biotechnology, Inc. (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 09, 2015 | |
Business Acquisition [Line Items] | |||
Loss on investment | $ (235,000) | $ 0 | |
Ascendance Biotechnology, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Acquired equity interest | 51.20% | ||
Additional investment | $ 100,000 | ||
Decrease in ownership percentage | 49.90% | ||
Loss on investment | $ 235,000 |
Accounts Payable and Accrued 29
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 4,546 | $ 2,798 |
Accrued expenses | 5,222 | 5,021 |
Accrued bonuses | 809 | 1,126 |
Other current liabilities | 97 | 432 |
Total | $ 10,674 | $ 9,377 |
Related Party Transactions an30
Related Party Transactions and Related Party Convertible Debt (Details) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2015USD ($) | Apr. 30, 2015USD ($)$ / shares | Mar. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||
Rent per month | $ 5,050 | |||
Area of office space (in square feet) | ft² | 900 | |||
Cell Cure Neurosciences, Ltd. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stated interest rate | 3.00% | |||
Conversion price (in dollars per share) | $ / shares | $ 20 | |||
Principal and accumulated interest | $ 471,000 | |||
Unamortized debt discount | $ 359,000 | $ 424,000 | ||
Carrying value of convertible notes | 394,000 | 324,000 | ||
Amount of convertible note | $ 753,000 | $ 748,000 | ||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal and accumulated interest | $ 66,000 | $ 188,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
Mar. 31, 2016 | May. 10, 2016 | Apr. 25, 2016 | Apr. 11, 2016 | Mar. 30, 2016 | Dec. 31, 2015 | |
Preferred Shares [Abstract] | ||||||
Preferred shares, shares authorized (in shares) | 2,000,000 | 2,000,000 | ||||
Common Shares [Abstract] | ||||||
Common stock, authorized (in shares) | 125,000,000 | 125,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0 | $ 0 | ||||
Common shares, shares issued (in shares) | 94,894,000 | 94,894,000 | ||||
Common shares, shares outstanding (in shares) | 90,421,000 | 90,421,000 | ||||
Treasury stock (in shares) | 4,473,000 | 4,473,000 | ||||
Options exercised (in shares) | 0 | |||||
Warrants exercised (in shares) | 0 | |||||
Asterias Biotherapeutics [Member] | ||||||
Shareholders' Equity [Line Items] | ||||||
Warrants related to at a fair value | $ 3.1 | |||||
Asterias Biotherapeutics [Member] | Subsequent Event [Member] | ||||||
Shareholders' Equity [Line Items] | ||||||
Shares callable by each warrant (in shares) | 1 | 5 | ||||
Shares distributed to shareholders (in shares) | 3,331,229 | |||||
Exercise price of warrants (in dollars per share) | $ 4.37 | $ 5 |
Stock Option Plans (Details)
Stock Option Plans (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of Options Outstanding [Rollforward] | ||
Options exercised (in shares) | 0 | |
2012 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance (in shares) | 10,000,000 | |
Options Available for Grant [Rollforward] | ||
Beginning of the period (in shares) | 5,257,000 | |
Options granted (in shares) | (431,000) | |
Options exercised (in shares) | 0 | |
Options forfeited/cancelled (in shares) | 72,000 | |
End of the period (in shares) | 4,898,000 | |
Number of Options Outstanding [Rollforward] | ||
Outstanding, beginning of the period (in shares) | 5,194,000 | |
Options granted (in shares) | 431,000 | |
Options exercised (in shares) | 0 | |
Options forfeited/cancelled (in shares) | (171,000) | |
Outstanding, end of the period (in shares) | 5,454,000 | |
Weighted Average Exercise Price [Rollforward] | ||
Outstanding, beginning of the period (in dollars per share) | $ 3.93 | |
Options granted (in dollars per share) | 2.50 | |
Options exercised (in dollars per share) | 0 | |
Options forfeited/cancelled (in dollars per share) | 3.81 | |
Outstanding end of the period (in dollars per share) | $ 3.81 | |
Weighted-average assumptions [Abstract] | ||
Expected life | 6 years 29 days | 6 years 25 days |
Risk-free interest rates | 1.60% | 1.77% |
Volatility | 62.05% | 68.57% |
Dividend yield | 0.00% | 0.00% |
Stock Option Plans, Allocation
Stock Option Plans, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
All stock-based compensation expense [Abstract] | ||
All stock-based compensation expense included in expenses | $ 3,373 | $ 1,914 |
Research and Development [Member] | ||
All stock-based compensation expense [Abstract] | ||
All stock-based compensation expense included in expenses | 1,206 | 414 |
General and Administrative [Member] | ||
All stock-based compensation expense [Abstract] | ||
All stock-based compensation expense included in expenses | $ 2,167 | $ 1,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Feb. 16, 2016 | |
Tax Credit Carryforward [Line Items] | |||
Deferred income tax benefit | $ 0 | $ (1,177,000) | |
Deferred income tax benefit, federal | 1,300,000 | ||
Deferred income tax expense (benefit), state taxes | $ 74,000 | ||
Asterias Biotherapeutics [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Taxable gain on sale of subsidiary shares | $ 3,100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016USD ($)ft²Building | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | ||
Portion of construction costs paid by landlord | $ 943,000 | $ 567,000 |
Deferred rent balance | $ 261,000 | 158,000 |
New Alameda Lease [Member] | ||
Operating Leased Assets [Line Items] | ||
Leased area | ft² | 30,795 | |
Number of buildings for lease | Building | 2 | |
Lease term | 7 years | |
Number of years lease can be extended | 5 years | |
Lease commencement date | Feb. 1, 2016 | |
Tenant improvement allowance | $ 1,400,000 | |
Additional tenant improvement allowance | $ 308,000 | |
Interest on additional tenant improvement allowance | 10.00% | |
Portion of construction costs paid by landlord | $ 1,100,000 | |
Construction costs incurred for tenant improvements | 200,000 | |
Portion of construction costs available to be reimbursed | 300,000 | |
Security deposit | 847,000 | |
Base rent | $ 64,670 | |
Base rent increase rate | 3.00% | |
Asterias Biotherapeutics, Inc. [Member] | Office and Research Facility in Fremont [Member] | ||
Operating Leased Assets [Line Items] | ||
Leased area | ft² | 44,000 | |
Portion of construction costs paid by landlord | 4,400,000 | |
Construction costs incurred for tenant improvements | 4,900,000 | |
Liable for improvement cost | $ 4,300,000 | 4,400,000 |
Deferred rent balance | 203,000 | $ 179,000 |
Base rent | $ 105,000 | |
Base rent increase rate | 3.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Asterias Biotherapeutics, Inc. [Member] - USD ($) | May. 10, 2016 | Apr. 25, 2016 | Apr. 11, 2016 |
Subsequent Event [Line Items] | |||
Warrants issued to purchase common stock (in shares) | 3,331,229 | ||
Number units available through public offering (in shares) | 5,147,059 | ||
Public offering price (in dollars per share) | $ 3.40 | ||
Numer of common shares that are a component of each unit (in shares) | 1 | ||
Number of warrants that are a component of each unit (in shares) | 0.5 | ||
Number of shares available from the warrant component of each unit (in shares) | 1 | 5 | |
Exercise price of warrants (in dollars per share) | $ 4.37 | $ 5 | |
Over-Allotment Option [Member] | |||
Subsequent Event [Line Items] | |||
Purchase option period | 30 days | ||
Sale of Stock, Number of Shares Issued in Transaction | 772,059 | ||
Warrants to purchase additional common stock (in shares) | 386,029 | ||
Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Forcecasted proceeds from sale of stock | $ 16,275,000 |