Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 13, 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 | 103,392,248 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 30,451 | $ 42,229 | |
Available for sale securities | 903 | 753 | |
Trade accounts and grants receivable, net | 1,604 | 1,078 | |
Landlord receivable | 115 | 567 | |
Prepaid expenses and other current assets | 2,079 | 2,610 | |
Total current assets | 35,152 | 47,237 | |
Property, plant and equipment, net and construction in progress | 4,726 | 7,539 | |
Deferred license fees | 145 | 322 | |
Deposits and other long-term assets | 1,011 | 1,299 | |
Equity method investment in Asterias, at fair value (Note 4) | 92,210 | 0 | |
Equity method investment in Ascendance | 3,482 | 4,671 | |
Intangible assets, net | 10,848 | [1] | 33,592 |
TOTAL ASSETS | 147,574 | 94,660 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 7,176 | [1] | 9,377 |
Capital lease liability, current portion | 173 | 38 | |
Promissory notes, current portion | 95 | 95 | |
Related party convertible debt, net of discount, current portion | 357 | 0 | |
Deferred grant income | 0 | 2,513 | |
Deferred license and subscription revenue, current portion | 537 | 439 | |
Total current liabilities | 8,338 | 12,462 | |
LONG-TERM LIABILITIES | |||
Deferred revenues, net of current portion | 385 | 615 | |
Deferred rent liabilities, net of current portion | 46 | 158 | |
Lease liability | 1,348 | 4,400 | |
Related party convertible debt, net of discount, net of current portion | 954 | 324 | |
Promissory notes, net of current portion | 173 | 220 | |
Capital lease, net of current and other liabilities | 89 | 34 | |
TOTAL LIABILITIES | 11,333 | 18,213 | |
Commitments and contingencies (Note 13) | |||
SHAREHOLDERS' EQUITY | |||
Preferred shares, no par value, 2,000 shares authorized; none issued and outstanding | 0 | 0 | |
Common shares, no par value, 150,000 shares authorized; 103,392 shares issued and 102,772 shares outstanding at September 30, 2016; 94,894 issued and 90,421 outstanding at December 31, 2015 | 313,506 | 274,342 | |
Accumulated other comprehensive loss | (690) | (237) | |
Accumulated deficit | (190,534) | (229,181) | |
Treasury stock at cost: 620 shares at September 30, 2016 and 4,473 shares at December 31, 2015 | (2,891) | (18,033) | |
BioTime, Inc. shareholders' equity | 119,391 | 26,891 | |
Non-controlling interest | 16,850 | 49,556 | |
Total shareholders' equity | 136,241 | 76,447 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 147,574 | $ 94,660 | |
[1] | Reflects the effect of the Deconsolidation. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 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) | 150,000 | 150,000 |
Common stock, issued (in shares) | 103,392 | 94,894 |
Common stock, outstanding (in shares) | 102,772 | 90,421 |
Treasury stock (in shares) | 620 | 4,473 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES: | ||||
Grant income | $ 1,109 | $ 1,466 | $ 3,346 | $ 3,596 |
Royalties from product sales and license fees | 177 | 357 | 463 | 631 |
Subscription and advertisement revenues | 69 | 343 | 700 | 1,020 |
Sale of research products and services | 144 | 140 | 331 | 328 |
Total revenues | 1,499 | 2,306 | 4,840 | 5,575 |
Cost of sales | (58) | (432) | (378) | (957) |
Gross Profit | 1,441 | 1,874 | 4,462 | 4,618 |
OPERATING EXPENSES: | ||||
Research and development | (6,422) | (11,433) | (29,093) | (29,816) |
General and administrative | (4,574) | (7,545) | (23,083) | (18,911) |
Total operating expenses | (10,996) | (18,978) | (52,176) | (48,727) |
Loss from operations | (9,555) | (17,104) | (47,714) | (44,109) |
OTHER INCOME/(EXPENSES): | ||||
Interest income/(expense), net | (167) | (12) | (513) | (207) |
BioTime's share of losses in equity method investment in Ascendance | (855) | 0 | (1,189) | 0 |
Gain on deconsolidation of Asterias (Note 3) | 0 | 0 | 49,048 | 0 |
Gain on equity method investment in Asterias at fair value (Note 4) | 40,015 | 0 | 26,532 | 0 |
Other income/(expense), net | (173) | (573) | 197 | (408) |
Total other income/(expense), net | 38,820 | (585) | 74,075 | (615) |
INCOME (LOSS) BEFORE INCOME TAX BENEFIT | 29,265 | (17,689) | 26,361 | (44,724) |
Deferred income tax benefit | 0 | 948 | 0 | 3,395 |
NET INCOME (LOSS) | 29,265 | (16,741) | 26,361 | (41,329) |
Net loss attributable to non-controlling interest | 1,934 | 3,115 | 12,286 | 7,762 |
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. | 31,199 | (13,626) | 38,647 | (33,567) |
Dividends on preferred shares | 0 | (363) | 0 | (415) |
NET INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS | $ 31,199 | $ (13,989) | $ 38,647 | $ (33,982) |
NET INCOME (LOSS) PER COMMON SHARE: | ||||
BASIC (in dollars per share) | $ 0.30 | $ (0.18) | $ 0.40 | $ (0.43) |
DILUTED (in dollars per share) | $ 0.30 | $ (0.18) | $ 0.39 | $ (0.43) |
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: | ||||
BASIC (in shares) | 102,711 | 79,224 | 95,484 | 78,619 |
DILUTED (in shares) | 103,613 | 79,224 | 99,073 | 78,619 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) [Abstract] | ||||
NET INCOME (LOSS) | $ 29,265 | $ (16,741) | $ 26,361 | $ (41,329) |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation | (307) | 44 | (334) | (273) |
Unrealized gain (loss) on available-for-sale securities, net of taxes | 121 | 0 | (119) | 0 |
COMPREHENSIVE INCOME (LOSS) | 29,079 | (16,697) | 25,908 | (41,602) |
Less: Comprehensive loss attributable to non-controlling interest | 1,934 | 3,115 | 12,286 | 7,762 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. BEFORE PREFERRED STOCK DIVIDEND | 31,013 | (13,582) | 38,194 | (33,840) |
Preferred stock dividend | 0 | (363) | 0 | (415) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS | $ 31,013 | $ (13,945) | $ 38,194 | $ (34,255) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) attributable to BioTime, Inc. | $ 38,647 | $ (33,567) |
Net loss allocable to non-controlling interest | (12,286) | (7,762) |
Adjustments to reconcile net income (loss) attributable to BioTime, Inc. to net cash used in operating activities: | ||
Gain on deconsolidation of Asterias (Note 4) | (49,048) | 0 |
Unrealized gain on equity method investment in Asterias at fair value | (26,532) | 0 |
Depreciation expense | 996 | 776 |
Amortization of intangible assets | 2,935 | 3,942 |
Amortization of deferred grant income | 1,496 | 1,869 |
Amortization of deferred license fees | 85 | 85 |
Amortization of prepaid rent in common stock | 0 | 63 |
Stock-based compensation | 6,303 | 7,189 |
Subsidiary shareholder expense for subsidiary warrants | 3,125 | 0 |
Amortization of discount on related party convertible debt | 264 | 182 |
BioTime's share of losses in equity method investment in Ascendance | 1,189 | 0 |
Deferred income tax benefit | 0 | (3,395) |
Contingently issuable subsidiary warrants in lieu of investor relations expenses | 0 | 65 |
Bad debt expense | 802 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable, net | (955) | 98 |
Inventory | 0 | 6 |
Prepaid expenses and other current assets | (1,013) | (621) |
Other long term assets | 0 | (100) |
Accounts payable and accrued liabilities | 367 | 512 |
Accrued interest on related party convertible debt | 0 | 14 |
Other liabilities | 33 | (9) |
Deferred rent liabilities | 95 | (2) |
Lease liability | 156 | (12) |
Deferred revenues | (133) | 70 |
Net cash used in operating activities | (33,474) | (30,597) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deconsolidation of Asterias cash and cash equivalents (Note 3) | (8,376) | 0 |
Purchase of equipment and other assets | (1,860) | (514) |
Payments on construction in progress | (278) | (3,830) |
Loan receivable | 0 | (500) |
Security deposit received, net | 34 | (9) |
Net cash used in investing activities | (10,480) | (4,853) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sales of BioTime common stock in public offering | 20,125 | 0 |
Discounts and fees paid for sale of BioTime common stock in public offering | (1,515) | 0 |
Proceeds from exercises of stock options | 2,015 | 621 |
Proceeds from exercise of warrants | 0 | 19 |
Proceeds from issuance of common shares | 0 | 8,578 |
Proceeds from sale of treasury stock and subsidiary warrants | 0 | 11,700 |
Proceeds from sale of treasury shares | 0 | 576 |
Reimbursement from landlord on construction in progress | 451 | 2,564 |
Proceeds from issuance of related party convertible debt | 1,150 | 188 |
Repayment of capital lease obligation | (104) | (31) |
Proceeds from sale of common shares and warrants of subsidiary | 10,721 | 11,586 |
Fees paid on sale of common shares and warrants of subsidiary | (904) | (597) |
Proceeds from exercise of subsidiary stock options | 0 | 27 |
Net cash provided by financing activities | 31,939 | 35,231 |
Effect of exchange rate changes on cash and cash equivalents | 237 | 110 |
NET CHANGE IN CASH AND CASH EQUIVALENTS: | (11,778) | (109) |
CASH AND CASH EQUIVALENTS: | ||
At beginning of the period | 42,229 | 29,487 |
At end of the period | $ 30,451 | $ 29,378 |
Organization and Business Overv
Organization and Business Overview | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Business Overview [Abstract] | |
Organization and Business Overview | 1. Organization and Business Overview General Renevia ® OpRegen ® AST-OPC1, AST-VAC1 and AST-VAC 2 BioTime believes that it and its subsidiaries and affiliates have the world’s premier collection of pluripotent cell assets. Pluripotent cells, which are capable of becoming any of the cell types of the human body, have potential applications in many areas of medicine with large unmet patient needs, including various age-related degenerative diseases and degenerative conditions for which there are presently no cures. Unlike pharmaceuticals that require a molecular target, therapeutic strategies based on the use of pluripotent cells are generally aimed at regenerating or replacing affected cells and tissues, and therefore may have broader applicability than pharmaceutical products. BioTime’s pluripotent cell technology is complemented by its HyStem ® HyStem ® Renevia ® HyStem ® In order to efficiently advance product candidates through the clinical trial process, BioTime historically created operating subsidiaries and affiliates for each program and product line. Management believes this approach fostered efficient use of resources and reduced shareholder dilution, especially during the early stages of development for therapeutic and non-therapeutic product lines, as compared to strategies commonly deployed by other companies in the biotechnology industry. As a result, BioTime with its subsidiaries and affiliates, has developed multiple clinical-stage products and operating businesses, rather than being dependent on a single product program. More recently, as many of its programs are maturing, BioTime has focused on simplifying its business, focusing on therapeutic development programs and increasing transparency. Simplification of BioTime’s corporate structure and operations is important as it helps the company focus on its high-priority activities, especially candidates in human clinical development. Simplification also helps BioTime communicate more effectively to prospective investors, analysts and partners. Two of BioTime’s subsidiaries, Asterias Biotherapeutics, Inc. (NYSE MKT: AST) and OncoCyte Corporation (NYSE MKT: OCX), have evolved into publicly traded companies with shares traded on the NYSE MKT. As further discussed in Notes 3 and 4, effective May 13, 2016, BioTime deconsolidated Asterias Biotherapeutics, Inc. (“Asterias”) financial statements and results of operations due to the decrease in BioTime’s percentage ownership in Asterias from 57.1% to 48.7% as a result of Asterias’ public offering of its common stock to raise capital for its operations. On May 13, 2016, BioTime experienced a loss of control of Asterias under accounting principles generally accepted in the United States (“GAAP”). Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock in the subsidiary, lacks a controlling financial interest in the subsidiary and, is unable to unilaterally control the subsidiary through other means such as having or being able to obtain the power to elect a majority of the subsidiary’s Board of Directors based solely on contractual rights or ownership of shares holding a majority of the voting power of the subsidiary’s voting securities. All of these loss of control factors were present for BioTime as of May 13, 2016. Accordingly, since May 13, 2016, BioTime has accounted for Asterias using the equity method of accounting at fair value (see Notes 3 and 4). BioTime’s consolidated financial statements present the operating results of all of its wholly-owned and majority-owned subsidiaries that it consolidates as required under GAAP. Although beginning on May 13, 2016, Asterias’ financial statements and results will no longer be part of BioTime’s consolidated financial statements and results, the market value of Asterias common stock held by BioTime will be reflected on BioTime’s consolidated balance sheet and changes in the market value of those shares will be reflected in BioTime’s consolidated statements of operations, allowing BioTime shareholders to evaluate the value of the Asterias portion of BioTime’s business. BioTime believes that deconsolidating and separating Asterias’ financial statements and results from BioTime helped investors more easily understand BioTime’s consolidated financial statements. BioTime, its subsidiaries, Asterias and its affiliate, now have five therapeutic product candidates in the human clinical trial stage of development and one cancer diagnostic near commercial launch as follows: · BioTime’s Renevia ® Renevia ® HyStem ® · BioTime’s majority-owned subsidiary, Cell Cure Neurosciences, Ltd., is developing OpRegen ® OpRegen ® · Asterias has three clinical stage programs based on proprietary cell therapy platforms: o AST-OPC1 o AST-VAC1 o AST-VAC 2 · OncoCyte Corporation is developing diagnostic tests for use in detecting a variety of cancers and is presently completing the analysis of human blood samples to validate the sensitivity and specificity of its lung cancer diagnostic test. |
Basis of Presentation, Liquidit
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 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 – Equity method accounting for Asterias, at fair value – BioTime uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with GAAP, over the operating and financial policies of a company. For equity method assets which BioTime has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statements of operations as a non-operating gain or loss from equity method accounting. As further discussed in Notes 3 and 4, effective May 13, 2016, BioTime owned approximately 49% of the outstanding common stock of Asterias and has elected to account for its Asterias shares at fair value using the equity method of accounting because since that date BioTime has not had control of Asterias, as defined by GAAP, but continues to exercise significant influence over Asterias. Under the fair value method, BioTime’s Asterias shares are marked to market using the closing price of Asterias common stock on the NYSE MKT multiplied by the number of shares of Asterias held by BioTime, with changes in the fair value of the Asterias shares included in other income/expenses, net, in the condensed consolidated statements of operations. The Asterias shares are considered a level 1 asset as defined by Accounting Standards Codification, or ASC 820, Fair Value Measurements and Disclosures Liquidity – Basic and diluted net income (loss) per share attributable to common shareholders The primary components of weighted average shares of potentially dilutive common shares used to compute diluted net income per common share for the three months ended September 30, 2016 were approximately 620,000 shares of treasury stock (see Note 10), and approximately 282,000 restricted stock units and outstanding stock options; for the nine months ended September 30, 2016, potentially dilutive shares were approximately 3.4 million shares of treasury stock and approximately 154,000 restricted stock units and outstanding stock options (see Note 11). For the three and nine months ended September 30, 2015, there were no potentially dilutive common share equivalents due to the net loss reported for those periods presented. The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Nine Months Ended September 30, (Unaudited) 2016 2015 Stock options 5,652 4,698 Warrants 9,395 9,191 Treasury stock - 4,719 Recently Issued Accounting Pronouncements –There have been no recent accounting pronouncements since the recently issued pronouncements included in BioTime’s Forms 10-Q filed for the first and second quarters of 2016. 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. In connection with preparing financial statements for each annual and interim reporting period, ASU No. 2014-15 requires that an entity’s management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). ASU No. 2014-15 is effective for annual and interim reporting periods ending after December 15, 2016. 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. |
Deconsolidation of Asterias
Deconsolidation of Asterias | 9 Months Ended |
Sep. 30, 2016 | |
Deconsolidation of Asterias [Abstract] | |
Deconsolidation of Asterias | 3. Deconsolidation of Asterias On May 13, 2016, Asterias completed the sale of 5,147,059 shares of its common stock and warrants to purchase 2,959,559 shares of its common stock, through an underwritten public offering (the “Asterias Offering”). Asterias received approximately $16.2 million in net proceeds from the Asterias Offering, after deduction of underwriting discounts, commissions and other expenses of the Asterias Offering. As a result of the sale of Asterias common stock in the Asterias Offering and the issuance of 708,333 shares of Asterias common stock upon the exercise of certain stock options by a former Asterias executive, as of May 13, 2016, BioTime’s percentage ownership of the outstanding common stock of Asterias declined to 48.7%. ccordingly, BioTime has deconsolidated Asterias’ financial statements and results of operations from BioTime (the “Deconsolidation”), effective May 13, 2016, in accordance with ASC, 810-10-40-4(c), Consolidation . Beginning on May 13, 2016, BioTime is accounting for the retained non-controlling interest in Asterias under the equity method of accounting and has elected the fair value option under ASC 825-10, Financial Instruments . In connection with the Deconsolidation and in accordance with ASC 810-10-40-5, BioTime recorded a gain on deconsolidation of $49.0 million during the quarter ended June 30, 2016 included in other income and expense, net, in the consolidated statements of operations. BioTime holds 21.7 million shares of Asterias common stock, or approximately 47% of Asterias outstanding common stock as of September 30, 2016. |
Equity Method Accounting for Co
Equity Method Accounting for Common Stock of Asterias, at fair value | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Accounting for Common Stock of Asterias, at fair value [Abstract] | |
Equity Method Accounting for Common Stock of Asterias, at fair value | 4. Equity Method Accounting for Common Stock of Asterias, at fair value BioTime elected to account for its 21.7 million shares of Asterias common stock The unaudited condensed results of operations and unaudited condensed balance sheet information of Asterias are summarized below (in thousands): Three months ended September 30, 2016 Nine months ended September 30, 2016 For the Period May 13, 2016 through September 30, 2016 (2) Condensed Statements of Operations (1) Total revenue $ 2,076 $ 5,202 $ 2,848 Gross profit 2,017 5,084 2,783 Loss from operations (7,425 ) (25,591 ) (11,647 ) Net loss $ (10,648 ) $ (26,144 ) $ (11,991 ) September 30, 2016 December 31, 2015 Condensed Balance Sheet information (1) Current assets $ 35,914 $ 12,783 Noncurrent assets 34,389 27,445 $ 70,303 $ 40,228 Current liabilities $ 8,876 $ 4,450 Noncurrent liabilities 18,701 4,605 Stockholders’ equity 42,726 31,173 $ 70,303 $ 40,228 (1) (2) The following table summarizes Asterias’ unaudited results of operations that are included in BioTime’s unaudited consolidated results of operations, after intercompany eliminations, for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the deconsolidation of Asterias, and for the three and nine months ended September 30, 2015 (unaudited) (in thousands). For the Period January 1, 2016 through May 12, 2016 Three months ended September 30, 2015 Nine months ended September 30, 2015 Total revenue $ 2,354 $ 1,423 $ 2,974 Gross profit 2,301 1,247 2,709 Loss from operations (13,944 ) (4,555 ) (13,899 ) Net loss $ (13,113 ) $ (3,739 ) $ (10,708 ) |
Equity Method of Accounting for
Equity Method of Accounting for Common Stock of Ascendance Biotechnology, Inc. | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method of Accounting for Common Stock of Ascendance Biotechnology, Inc. [Abstract] | |
Equity Method Accounting for Common Stock of Ascendance Biotechnology, Inc. | 5. Equity Method of Accounting for 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 Ascendance is a privately-held company that markets drug assay tests for use in drug-development and safety-testing of products in the pharmaceutical and chemical industries and sells products for stem cell research. BioTime accounts for the Ascendance shares under the equity method of accounting since Ascendance is deemed a variable interest entity (VIE), and while BioTime is able to exercise significant influence over Ascendance, BioTime does not have a controlling financial interest in Ascendance and BioTime is not the primary beneficiary as defined by ASC 810-10, Consolidation Variable Interest Entities BioTime’s share of net losses, including dilution losses due to decreased ownership in Ascendance recorded in the consolidated statements of operations during the nine months ended September 30, 2016 was $1.2 million. |
Property, plant and equipment,
Property, plant and equipment, net and construction in progress | 9 Months Ended |
Sep. 30, 2016 | |
Property, plant and equipment, net and construction in progress [Abstract] | |
Property, plant and equipment, net and construction in progress | 6. Property, plant and equipment, net and construction in progress At September 30, 2016 and December 31, 2015, property, plant and equipment, and construction in progress were comprised of the following (in thousands): September 30, 2016 (Unaudited) (1) December 31, 2015 Property, plant and equipment $ 7,405 $ 10,757 Construction in progress - 93 Accumulated depreciation (2,679 ) (3,311 ) Property, plant and equipment, net $ 4,726 $ 7,539 (1) Depreciation expense amounted to $996,000 and $776,000 for the nine months ended September 30, 2016 and 2015, respectively. Construction in progress Construction in progress of approximately $1.6 million was transferred to property, plant and equipment as of June 1, 2016 when BioTime completed construction on tenant improvements at its new Alameda facility (see Note 13). Under the terms of the lease agreement, the landlord provided BioTime with an initial tenant improvement allowance of up to $1.4 million, which BioTime utilized entirely 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. Additional tenant improvements of approximately $200,000 as of September 30, 2016 related to tenant improvements and construction costs that were not reimbursable by the landlord were paid by BioTime. The tenant improvements will be depreciated over the lease term. |
Intangible assets, net
Intangible assets, net | 9 Months Ended |
Sep. 30, 2016 | |
Intangible assets, net [Abstract] | |
Intangible assets, net | 7. Intangible assets, net At September 30, 2016 and December 31, 2015, intangible assets, net of accumulated amortization, were comprised of the following (in thousands): September 30, 2016 (Unaudited) (1) December 31, 2015 Intangible assets $ 25,703 $ 52,563 Accumulated amortization (14,855 ) (18,971 ) Intangible assets, net $ 10,848 $ 33,592 (1) BioTime recognized $2.9 million and $3.9 million in amortization expense of intangible assets, included in research and development, during the nine months ended September 30, 2016 and 2015, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities At September 30, 2016 and December 31, 2015, accounts payable and accrued liabilities consisted of the following (in thousands): September 30, 2016 (Unaudited) (1) December 31, 2015 Accounts payable $ 1,687 $ 2,798 Accrued expenses 3,512 5,021 Accrued bonuses 1,550 1,126 Other current liabilities 427 432 Total $ 7,176 $ 9,377 (1) |
Related Party Transactions and
Related Party Transactions and Related Party Convertible Debt | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions and Related Party Convertible Debt [Abstract] | |
Related Party Transactions and Related Party Convertible Debt | 9. 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. During the nine months ended September 30, 2016, Cell Cure Neurosciences issued certain convertible promissory notes (the “Convertible Notes”) to a Cell Cure Neurosciences shareholder other than BioTime in the principal amount of $1,150,000. In April and November 2015, Cell Cure Neurosciences issued 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, and in February and April 2019. 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. The conversion feature of the Convertible Notes issued is not accounted for as an embedded derivative under the provisions of ASC 815, Derivatives and Hedging Debt with Conversion and Other Options . At September 30, 2016, the carrying value of the Convertible Notes was $1,311,000, comprised of principal and accrued interest of $1,931,000, net of unamortized debt discount of $620,000. 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 May 2016, certain BioTime board members invested in Ascendance as individual investors in Ascendance (see Note 5). |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 10. 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 150,000,000 common shares with no par value. As of September 30, 2016, BioTime had 103,392,248 issued and 102,772,542 outstanding common shares; as of December 31, 2015, BioTime had 94,894,140 issued and 90,421,554 outstanding common shares. The difference of 619,706 and 4,472,586 between issued common shares and outstanding common shares as of September 30, 2016 and December 31, 2015, respectively, is attributed to shares held by BioTime subsidiaries which are accounted for as treasury stock on the condensed consolidated balance sheet. In connection with the Deconsolidation of Asterias as of May 13, 2016 (see Notes 3 and 4), BioTime has reported 3,852,880 BioTime common shares held by Asterias as outstanding common shares. On June 16, 2016, BioTime entered into an underwriting agreement with Oppenheimer & Co. Inc., as representative of the several underwriters, and sold 7,322,176 common shares through the underwriters in a public offering at a public offering price of $2.39 per share, for net proceeds of $16.4 million, after deducting underwriting discounts and commissions and other expenses. On July 5, 2016, BioTime issued an additional 1,098,326 common shares upon the full exercise of the over-allotment option by the underwriters for net proceeds of $2.2 million, after deducting underwriting discounts. 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. Issuance of common stock and warrants by OncoCyte On August 29, 2016, OncoCyte sold an aggregate of 3,246,153 immediately separable units, with each unit consisting of one share of OncoCyte common stock and one warrant to purchase one share of OncoCyte common stock (the “OncoCyte Offering Warrants”), at a price of $3.25 per unit (the “OncoCyte Offering”). The sales were made pursuant to the terms and conditions of certain Purchase Agreements between OncoCyte and the purchasers in the OncoCyte Offering. The purchasers included certain OncoCyte existing shareholders other than BioTime. At the close of the OncoCyte Offering, BioTime’s percentage ownership of the outstanding common stock of OncoCyte declined to 51.2% through which BioTime retained a controlling interest in OncoCyte Pursuant to the terms of the Purchase Agreements, on September 26, 2016, OncoCyte filed a resale registration statement on Form S-1, referred to as the Resale Registration Statement, with the Securities and Exchange Commission, or SEC, to register for sale under the Securities Act of 1933, as amended, or the Securities Act, the shares of OncoCyte common stock sold in the OncoCyte Offering and the shares of OncoCyte common stock, or OncoCyte Warrant Shares, that may be issued if the OncoCyte Warrants are exercised. The SEC declared the Resale Registration Statement effective on October 20, 2016. OncoCyte has agreed to use commercially reasonable efforts to maintain the effectiveness of the Resale Registration Statement under the Securities Act until the earlier of (i) the date that all shares of its common stock covered by the Resale Registration Statement have been sold or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to be in compliance with Rule 144(c)(1)), or (ii) August 29, 2018. OncoCyte Offering Warrants The OncoCyte Offering Warrants have an exercise price of $3.25 per OncoCyte Warrant Share, and may be exercised for five years from October 17, 2016, the date the OncoCyte Warrants became exercisable. The OncoCyte Offering Warrants may be exercised on a net “cashless exercise” basis, meaning that the value of a portion of the OncoCyte Warrant Shares may be used to pay the exercise price (rather than payment in cash), in certain circumstances, including if the Resale Registration Statement is not effective when and as required by the Purchase Agreements. The exercise price and the number of OncoCyte Warrant Shares will be adjusted to account for certain transactions, including stock splits, dividends paid in OncoCyte common stock, combinations or reverse splits of OncoCyte common stock, or reclassifications of OncoCyte common stock. Under certain provisions of the OncoCyte Offering Warrants, in the event of a Fundamental Transaction, as defined in the OncoCyte Offering Warrants, OncoCyte will use reasonable best efforts for the acquirer, or any successor entity other than OncoCyte, to assume the OncoCyte Offering Warrants. If the acquirer does not assume the OncoCyte Offering Warrant obligations, then the acquirer shall pay the holders of OncoCyte Offering Warrants an amount equal to the aggregate value equal to the Black Scholes Value, as defined in the OncoCyte Offering Warrants. The payment of the Black Scholes Value shall be made in cash or such other consideration that the acquirer paid to the other OncoCyte shareholders in the Fundamental Transaction. OncoCyte is not required to net cash settle the OncoCyte Offering Warrants under any circumstance. Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock |
Stock Option Plans
Stock Option Plans | 9 Months Ended |
Sep. 30, 2016 | |
Stock Option Plans [Abstract] | |
Stock Option Plans | 11. 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 (RSUs) 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 and RSUs Outstanding Weighted Average Exercise Price December 31, 2015 5,257 5,194 $ 3.93 Options granted (1,796 ) 1,796 2.87 RSUs granted (200 ) 100 - Common stock issued to consultant in lieu of cash (20 ) - - Options exercised - - - Options forfeited/cancelled 275 (493 ) 4.46 September 30, 2016 3,516 6,597 $ 3.61 During the nine months ended September 30, 2016, BioTime issued 10,027 immediately vested common shares from the 2012 Plan. Those shares are not RSUs but are included in the reduction of shares available for grant in the RSUs granted line item in the table above. Common shares issued or RSUs granted from the 2012 Plan reduce the shares available for grant by two shares for each common share or RSU granted. 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: September 30, (Unaudited) 2016 2015 Expected life (in years) 5.97 5.49 Risk-free interest rates 1.43 % 1.68 % Volatility 60.77 % 64.01 % Dividend yield 0.00 % 0.00 % Operating expenses include stock-based compensation expense as follows (in thousands): Nine Months Ended September 30, (Unaudited) 2016 2015 Research and development $ 2,022 $ 2,507 General and administrative 4,281 4,682 Total stock-based compensation expense $ 6,303 $ 7,189 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes For ordinary income or loss that BioTime is able to reliably estimate for the annual period, the interim provision for income taxes is determined using an annual estimated 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, and changes in or the interpretation of tax laws in jurisdictions where BioTime conducts business. For items that BioTime is unable to reliably estimate on an annual basis (principally unrealized gains or losses generated on its Asterias shares due to changes in the stock price of Asterias (see Note 4)), BioTime uses the actual year to date effective tax rate rather than an estimated annual effective tax rate to determine the tax effect of that item, including the use of all available net operating losses. 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 September 30, 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. Although the Deconsolidation was not a taxable transaction to BioTime, the $49.0 million gain on the Deconsolidation of Asterias recorded by BioTime generated a deferred tax liability that was fully offset by BioTime’s net operating losses. Furthermore, the $40.0 million and $26.5 million unrealized gains recorded on the Asterias shares during the three and nine months ended September 30, 2016, respectively, were fully offset by available net operating losses. Accordingly, BioTime did not record any provision or benefit for income taxes for the three and nine months ended September 30, 2016. An income tax benefit of approximately $3.4 million was recorded for the nine months ended September 30, 2015, of which approximately $3.6 million of the benefit was related to federal taxes, offset by a $0.2 million provision for state taxes. The income tax benefit recorded for the nine months ended September 30, 2015 was primarily related to the deferred tax liabilities BioTime had recorded for its acquisition of certain intellectual property. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 13. 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 facility and the term of the New Alameda Lease commenced effective February 1, 2016. The landlord provided BioTime with an initial tenant improvement allowance of $1.4 million that was applied to the construction of improvements for the leased premises, primarily for the research and development facilities. BioTime utilized the tenant improvement allowance to complete the leasehold improvements as of June 1, 2016 (see Note 6). 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. The lease payments allocated to the landlord liability are amortized as debt service on that liability over 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 September 30, 2016 and December 31, 2015. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Event | 14. Subsequent Event On October 6, 2016, Cell Cure Neurosciences issued additional convertible notes in the amount of $203,000 to its shareholders other than BioTime (see Note 9). |
Basis of Presentation, Liquid21
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation – |
Equity method accounting for Asterias, at fair value | Equity method accounting for Asterias, at fair value – BioTime uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with GAAP, over the operating and financial policies of a company. For equity method assets which BioTime has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statements of operations as a non-operating gain or loss from equity method accounting. As further discussed in Notes 3 and 4, effective May 13, 2016, BioTime owned approximately 49% of the outstanding common stock of Asterias and has elected to account for its Asterias shares at fair value using the equity method of accounting because since that date BioTime has not had control of Asterias, as defined by GAAP, but continues to exercise significant influence over Asterias. Under the fair value method, BioTime’s Asterias shares are marked to market using the closing price of Asterias common stock on the NYSE MKT multiplied by the number of shares of Asterias held by BioTime, with changes in the fair value of the Asterias shares included in other income/expenses, net, in the condensed consolidated statements of operations. The Asterias shares are considered a level 1 asset as defined by Accounting Standards Codification, or ASC 820, Fair Value Measurements and Disclosures |
Liquidity | Liquidity – |
Basic and diluted net income (loss) per share attributable to common shareholders | Basic and diluted net income (loss) per share attributable to common shareholders The primary components of weighted average shares of potentially dilutive common shares used to compute diluted net income per common share for the three months ended September 30, 2016 were approximately 620,000 shares of treasury stock (see Note 10), and approximately 282,000 restricted stock units and outstanding stock options; for the nine months ended September 30, 2016, potentially dilutive shares were approximately 3.4 million shares of treasury stock and approximately 154,000 restricted stock units and outstanding stock options (see Note 11). For the three and nine months ended September 30, 2015, there were no potentially dilutive common share equivalents due to the net loss reported for those periods presented. The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Nine Months Ended September 30, (Unaudited) 2016 2015 Stock options 5,652 4,698 Warrants 9,395 9,191 Treasury stock - 4,719 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements –There have been no recent accounting pronouncements since the recently issued pronouncements included in BioTime’s Forms 10-Q filed for the first and second quarters of 2016. 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. In connection with preparing financial statements for each annual and interim reporting period, ASU No. 2014-15 requires that an entity’s management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). ASU No. 2014-15 is effective for annual and interim reporting periods ending after December 15, 2016. 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. |
Basis of Presentation, Liquid22
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract] | |
Schedule of antidilutive securities excluded from computation of earnings per share | The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands): Nine Months Ended September 30, (Unaudited) 2016 2015 Stock options 5,652 4,698 Warrants 9,395 9,191 Treasury stock - 4,719 |
Equity Method Accounting for 23
Equity Method Accounting for Common Stock of Asterias, at fair value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Accounting for Common Stock of Asterias, at fair value [Abstract] | |
Unaudited condensed financial statements information and operations | The unaudited condensed results of operations and unaudited condensed balance sheet information of Asterias are summarized below (in thousands): Three months ended September 30, 2016 Nine months ended September 30, 2016 For the Period May 13, 2016 through September 30, 2016 (2) Condensed Statements of Operations (1) Total revenue $ 2,076 $ 5,202 $ 2,848 Gross profit 2,017 5,084 2,783 Loss from operations (7,425 ) (25,591 ) (11,647 ) Net loss $ (10,648 ) $ (26,144 ) $ (11,991 ) September 30, 2016 December 31, 2015 Condensed Balance Sheet information (1) Current assets $ 35,914 $ 12,783 Noncurrent assets 34,389 27,445 $ 70,303 $ 40,228 Current liabilities $ 8,876 $ 4,450 Noncurrent liabilities 18,701 4,605 Stockholders’ equity 42,726 31,173 $ 70,303 $ 40,228 (1) (2) The following table summarizes Asterias’ unaudited results of operations that are included in BioTime’s unaudited consolidated results of operations, after intercompany eliminations, for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the deconsolidation of Asterias, and for the three and nine months ended September 30, 2015 (unaudited) (in thousands). For the Period January 1, 2016 through May 12, 2016 Three months ended September 30, 2015 Nine months ended September 30, 2015 Total revenue $ 2,354 $ 1,423 $ 2,974 Gross profit 2,301 1,247 2,709 Loss from operations (13,944 ) (4,555 ) (13,899 ) Net loss $ (13,113 ) $ (3,739 ) $ (10,708 ) |
Property, plant and equipment24
Property, plant and equipment, net and construction in progress (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, plant and equipment, net and construction in progress [Abstract] | |
Equipment, furniture and fixtures and construction in progress | At September 30, 2016 and December 31, 2015, property, plant and equipment, and construction in progress were comprised of the following (in thousands): September 30, 2016 (Unaudited) (1) December 31, 2015 Property, plant and equipment $ 7,405 $ 10,757 Construction in progress - 93 Accumulated depreciation (2,679 ) (3,311 ) Property, plant and equipment, net $ 4,726 $ 7,539 (1) |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible assets, net [Abstract] | |
Intangible assets | At September 30, 2016 and December 31, 2015, intangible assets, net of accumulated amortization, were comprised of the following (in thousands): September 30, 2016 (Unaudited) (1) December 31, 2015 Intangible assets $ 25,703 $ 52,563 Accumulated amortization (14,855 ) (18,971 ) Intangible assets, net $ 10,848 $ 33,592 (1) |
Accounts Payable and Accrued 26
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts payable and accrued liabilities | At September 30, 2016 and December 31, 2015, accounts payable and accrued liabilities consisted of the following (in thousands): September 30, 2016 (Unaudited) (1) December 31, 2015 Accounts payable $ 1,687 $ 2,798 Accrued expenses 3,512 5,021 Accrued bonuses 1,550 1,126 Other current liabilities 427 432 Total $ 7,176 $ 9,377 (1) |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 9 Months Ended |
Sep. 30, 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 and RSUs Outstanding Weighted Average Exercise Price December 31, 2015 5,257 5,194 $ 3.93 Options granted (1,796 ) 1,796 2.87 RSUs granted (200 ) 100 - Common stock issued to consultant in lieu of cash (20 ) - - Options exercised - - - Options forfeited/cancelled 275 (493 ) 4.46 September 30, 2016 3,516 6,597 $ 3.61 |
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: September 30, (Unaudited) 2016 2015 Expected life (in years) 5.97 5.49 Risk-free interest rates 1.43 % 1.68 % Volatility 60.77 % 64.01 % Dividend yield 0.00 % 0.00 % |
Schedule of share-based compensation, employee stock purchase plan, activity | Operating expenses include stock-based compensation expense as follows (in thousands): Nine Months Ended September 30, (Unaudited) 2016 2015 Research and development $ 2,022 $ 2,507 General and administrative 4,281 4,682 Total stock-based compensation expense $ 6,303 $ 7,189 |
Organization and Business Ove28
Organization and Business Overview (Details) | 9 Months Ended | |
Sep. 30, 2016TechnologyTherapeuticSubsidiaryProgram | May 13, 2016 | |
Organization and Business Overview [Abstract] | ||
Number of platform technologies | Technology | 2 | |
Number of therapeutic products | 5 | |
Number of therapeutic products for commercial launch | 1 | |
Number of subsidiaries | Subsidiary | 2 | |
Number of clinical stage programs | Program | 3 | |
Asterias Biotherapeutics, Inc. [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method ownership percentage | 49.00% | 57.10% |
Equity method ownership percentage after public offering | 48.70% |
Basis of Presentation, Liquid29
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | May 13, 2016 | Dec. 31, 2015 | |
Liquidity [Abstract] | ||||||
Accumulated deficit | $ 190,534 | $ 190,534 | $ 229,181 | |||
Shareholders' equity | $ 136,241 | $ 136,241 | $ 76,447 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 103,613 | 79,224 | 99,073 | 78,619 | ||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 0 | 0 | ||||
Asterias Biotherapeutics [Member] | ||||||
Liquidity [Abstract] | ||||||
Equity method ownership percentage | 49.00% | 49.00% | 57.10% | |||
OrthoCyte Corporation [Member] | ||||||
Liquidity [Abstract] | ||||||
Proceeds from equity financing after discount, commission and other expenses | $ 9,800 | |||||
Parent [Member] | ||||||
Liquidity [Abstract] | ||||||
Accumulated deficit | $ (190,500) | (190,500) | ||||
Working capital | 26,800 | 26,800 | ||||
Shareholders' equity | 136,200 | 136,200 | ||||
Proceeds from equity financing after discount, commission and other expenses | 18,900 | |||||
Cash, cash equivalents and available for sale securities | $ 31,400 | $ 31,400 | ||||
Treasury Shares [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 620,000 | 3,400,000 | ||||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 0 | 4,719,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 282,000 | 154,000 | ||||
Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average dilutive common shares used to compute diluted net income per common share (in shares) | 282,000 | 154,000 | ||||
Anti-dilutive shares excluded from computation of diluted loss per share (in shares) | 5,652,000 | 4,698,000 | ||||
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) | 9,395,000 | 9,191,000 |
Deconsolidation of Asterias (De
Deconsolidation of Asterias (Details) - USD ($) $ in Thousands | May 13, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Noncontrolling Interest [Line Items] | |||||||
Common stock, outstanding (in shares) | 102,772,000 | 102,772,000 | 90,421,000 | ||||
Gain on deconsolidation | $ 0 | $ 0 | $ 49,048 | $ 0 | |||
Asterias Biotherapeutics, Inc. [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Number of shares sold (in shares) | 5,147,059 | ||||||
Warrants issued to purchase common stock (in shares) | 2,959,559 | ||||||
Proceeds from sale of stock | $ 16,200 | ||||||
Number of units available through offerings (in shares) | 708,333 | ||||||
Percentage of ownership interest outstanding after offering | 48.70% | 47.00% | |||||
Common stock, outstanding (in shares) | 3,852,880 | 21,700,000 | 21,700,000 | ||||
Gain on deconsolidation | $ 49,000 | $ 49,000 |
Equity Method Accounting for 31
Equity Method Accounting for Common Stock of Asterias, at fair value (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2016 | Sep. 30, 2015 | May 12, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | May 13, 2016 | Dec. 31, 2015 | |||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Fair value on investment | $ 92,210 | $ 92,210 | $ 92,210 | $ 0 | ||||||||
Asterias Biotherapeutics, Inc. [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Common stock, outstanding (in shares) | 21.7 | |||||||||||
Fair value on investment | 92,200 | 92,200 | 92,200 | $ 65,700 | ||||||||
Unrealized gains on equity method investment | 40,000 | 26,500 | ||||||||||
Condensed Statements of Operations [Abstract] | ||||||||||||
Total revenue | 2,076 | [1] | $ 1,423 | $ 2,354 | 2,848 | [1],[2] | 5,202 | [1] | $ 2,974 | |||
Gross profit | 2,017 | [1] | 1,247 | 2,301 | 2,783 | [1],[2] | 5,084 | [1] | 2,709 | |||
Loss from operations | (7,425) | [1] | (4,555) | (13,944) | (11,647) | [1],[2] | (25,591) | [1] | (13,899) | |||
Net loss | (10,648) | [1] | $ (3,739) | $ (13,113) | (11,991) | [1],[2] | (26,144) | [1] | $ (10,708) | |||
Condensed Balance Sheet information [Abstract] | ||||||||||||
Current assets | [1] | 35,914 | 35,914 | 35,914 | 12,783 | |||||||
Noncurrent assets | [1] | 34,389 | 34,389 | 34,389 | 27,445 | |||||||
Total assets | [1] | 70,303 | 70,303 | 70,303 | 40,228 | |||||||
Current liabilities | [1] | 8,876 | 8,876 | 8,876 | 4,450 | |||||||
Noncurrent liabilities | [1] | 18,701 | 18,701 | 18,701 | 4,605 | |||||||
Stockholders' equity | [1] | 42,726 | 42,726 | 42,726 | 31,173 | |||||||
Total liabilities and stockholders' equity | [1] | $ 70,303 | $ 70,303 | $ 70,303 | $ 40,228 | |||||||
[1] | The condensed unaudited statement of operations information included in the table above reflects Asterias' results of operations for the three and nine months ended September 30, 2016. Asterias unaudited results of operations for the period from January 1, 2016 through May 12, 2016, the date immediately preceding the Deconsolidation, are included in the unaudited consolidated results of operations of BioTime for the nine months ended September 30, 2016 shown in the table below. The condensed unaudited balance sheet information of Asterias included in the table above was included in BioTime's consolidated balance sheet at December 31, 2015, after intercompany eliminations. | |||||||||||
[2] | The condensed unaudited statement of operations information for the period May 13, 2016 through September 30, 2016 is not included in the unaudited consolidated results of BioTime for the three and nine months ended September 30, 2016 due to the Deconsolidation of Asterias on May 13, 2016. |
Equity Method of Accounting f32
Equity Method of Accounting for Common Stock of Ascendance Biotechnology, Inc. (Details) - USD ($) | May 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 09, 2015 |
Business Acquisition [Line Items] | ||||||
Loss on investment | $ (855,000) | $ 0 | $ (1,189,000) | $ 0 | ||
Ascendance Biotechnology, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired equity interest | 51.20% | |||||
Additional investment | $ 230,000 | $ 100,000 | $ 100,000 | |||
Decrease in ownership percentage | 47.00% | 49.90% | ||||
Loss on investment | $ 1,200,000 |
Property, plant and equipment33
Property, plant and equipment, net and construction in progress (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Property, plant and equipment, net and construction in progress [Abstract] | ||||
Construction in progress | $ 1,600,000 | |||
Property, plant and equipment, net | 4,726,000 | $ 7,539,000 | ||
Depreciation expense | 996,000 | $ 776,000 | ||
Reimbursement from landlord on construction in progress | 451,000 | 2,564,000 | ||
Property, Plant and Equipment [Member] | ||||
Property, plant and equipment, net and construction in progress [Abstract] | ||||
Property, plant and equipment | 7,405,000 | [1] | 10,757,000 | |
Construction in progress | 0 | [1] | 93,000 | |
Accumulated depreciation | (2,679,000) | [1] | (3,311,000) | |
Property, plant and equipment, net | 4,726,000 | [1] | $ 7,539,000 | |
Construction in Progress [Member] | ||||
Property, plant and equipment, net and construction in progress [Abstract] | ||||
Depreciation expense | 996,000 | $ 776,000 | ||
Tenant improvement allowance under lease agreement | 1,400,000 | |||
Reimbursement from landlord on construction in progress | $ 200,000 | |||
[1] | Reflects the effect of the Deconsolidation. |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Intangible assets, net [Abstract] | ||||
Intangible assets | $ 25,703 | [1] | $ 52,563 | |
Accumulated amortization | (14,855) | [1] | (18,971) | |
Intangible assets, net | 10,848 | [1] | $ 33,592 | |
Amortization of intangible assets | $ 2,935 | $ 3,942 | ||
[1] | Reflects the effect of the Deconsolidation. |
Accounts Payable and Accrued 35
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | [1] | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | |||
Accounts payable | $ 1,687 | $ 2,798 | |
Accrued expenses | 3,512 | 5,021 | |
Accrued bonuses | 1,550 | 1,126 | |
Other current liabilities | 427 | 432 | |
Total | $ 7,176 | $ 9,377 | |
[1] | Reflects the effect of the Deconsolidation. |
Related Party Transactions an36
Related Party Transactions and Related Party Convertible Debt (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2015USD ($) | Apr. 30, 2015USD ($) | Sep. 30, 2016USD ($)ft²$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($)Shareholder | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||||
Rent per month | $ 5,050 | |||||
Area of office space (in square feet) | ft² | 900 | |||||
Principal and accumulated interest | $ 1,150,000 | $ 188,000 | ||||
Carrying value of convertible notes | 954,000 | $ 324,000 | ||||
Cell Cure Neurosciences, Ltd. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Unamortized debt discount | 620,000 | 424,000 | ||||
Carrying value of convertible notes | 1,311,000 | 324,000 | ||||
Amount of convertible note | $ 1,931,000 | $ 748,000 | ||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stated interest rate | 3.00% | |||||
Number of shareholders | Shareholder | 2 | |||||
Accrued interest is payable period | 3 years | |||||
Conversion price (in dollars per share) | $ / shares | $ 20 | |||||
Principal and accumulated interest | $ 66,000 | $ 188,000 | $ 1,150,000 | $ 471,000 | ||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes Payable [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Estimated fair market value (in dollars per share) | $ / shares | $ 40 | |||||
Intrinsic value (in dollars per share) | $ / shares | $ 20 | |||||
Effective annual interest rate | 23.00% | |||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Notes Payable [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Estimated fair market value (in dollars per share) | $ / shares | $ 28 | |||||
Intrinsic value (in dollars per share) | $ / shares | $ 8 | |||||
Effective annual interest rate | 11.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 29, 2016 | Jul. 05, 2016 | Jun. 16, 2016 | May 13, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Shares [Abstract] | ||||||
Preferred shares, shares authorized (in shares) | 2,000,000 | 2,000,000 | ||||
Preferred shares, shares issued (in shares) | 0 | 0 | ||||
Preferred shares, shares outstanding (in shares) | 0 | 0 | ||||
Common Shares [Abstract] | ||||||
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0 | $ 0 | ||||
Common shares, shares issued (in shares) | 103,392,000 | 94,894,000 | ||||
Common shares, shares outstanding (in shares) | 102,772,000 | 90,421,000 | ||||
Treasury stock (in shares) | 620,000 | 4,473,000 | ||||
Over-Allotment Option [Member] | ||||||
Common Shares [Abstract] | ||||||
Common shares, new shares issued (in shares) | 1,098,326 | |||||
Proceeds from sale of stock | $ 2.2 | |||||
OncoCyte Offering [Member] | ||||||
Common Shares [Abstract] | ||||||
Issuance of common stock and warrants (in dollars per share) | $ 3.25 | |||||
OncoCyte Offering Warrants [Member] | ||||||
Common Shares [Abstract] | ||||||
Warrants to purchase stock (in shares) | 1 | |||||
Warrants exercised period | 5 years | |||||
Asterias Biotherapeutics [Member] | ||||||
Common Shares [Abstract] | ||||||
Common shares, shares outstanding (in shares) | 3,852,880 | 21,700,000 | ||||
Proceeds from sale of stock | $ 16.2 | |||||
Percentage of ownership interest | 57.10% | 49.00% | ||||
Oppenheimer & Co. Inc [Member] | ||||||
Common Shares [Abstract] | ||||||
Common shares, shares issued (in shares) | 7,322,176 | |||||
Purchase price per share (in dollars per share) | $ 2.39 | |||||
Proceeds from sale of stock | $ 16.4 | |||||
OncoCyte Corporation [Member] | ||||||
Common Shares [Abstract] | ||||||
Proceeds from sale of stock | $ 9.8 | |||||
Issuance of common stock and warrants (in shares) | 3,246,153 | |||||
Warrants to purchase common stock (in shares) | 1 | |||||
Percentage of ownership interest | 51.20% |
Stock Option Plans (Details)
Stock Option Plans (Details) - 2012 Plan [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance (in shares) | 10,000,000 | |
Common shares, new shares issued (in shares) | 10,027 | |
Reduction ratio in shares available for grant | 2 | |
Options and Restricted Stock Available for Grant [Rollforward] | ||
Beginning of the period (in shares) | 5,257,000 | |
Options granted (in shares) | (1,796,000) | |
RSUs granted (in shares) | (200,000) | |
Common stock issued to consultant in lieu of cash (in shares) | (20,000) | |
Options exercised (in shares) | 0 | |
Options forfeited/cancelled (in shares) | 275,000 | |
End of the period (in shares) | 3,516,000 | |
Number of Options and Restricted Stock Outstanding [Rollforward] | ||
Outstanding, beginning of the period (in shares) | 5,194,000 | |
Options granted (in shares) | 1,796,000 | |
RSUs granted (in shares) | 100,000 | |
Options exercised (in shares) | 0 | |
Options forfeited/cancelled (in shares) | (493,000) | |
Outstanding, end of the period (in shares) | 6,597,000 | |
Weighted Average Exercise Price [Rollforward] | ||
Outstanding, beginning of the period (in dollars per share) | $ 3.93 | |
Options granted (in dollars per share) | 2.87 | |
RSUs granted (in dollars per share) | 0 | |
Options exercised (in dollars per share) | 0 | |
Options forfeited/cancelled (in dollars per share) | 4.46 | |
Outstanding end of the period (in dollars per share) | $ 3.61 | |
Weighted-average assumptions [Abstract] | ||
Expected life | 5 years 11 months 19 days | 5 years 5 months 26 days |
Risk-free interest rates | 1.43% | 1.68% |
Volatility | 60.77% | 64.01% |
Dividend yield | 0.00% | 0.00% |
Stock Option Plans, Allocation
Stock Option Plans, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
All stock-based compensation expense [Abstract] | ||
All stock-based compensation expense included in expenses | $ 6,303 | $ 7,189 |
Research and Development [Member] | ||
All stock-based compensation expense [Abstract] | ||
All stock-based compensation expense included in expenses | 2,022 | 2,507 |
General and Administrative [Member] | ||
All stock-based compensation expense [Abstract] | ||
All stock-based compensation expense included in expenses | $ 4,281 | $ 4,682 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Tax Credit Carryforward [Line Items] | |||||
Gain on deconsolidation of Asterias | $ 0 | $ 0 | $ 49,048 | $ 0 | |
Unrealized gains recorded | 40,015 | 0 | 26,532 | 0 | |
Deferred income tax benefit | 0 | $ (948) | 0 | (3,395) | |
Deferred income tax benefit, federal | 3,600 | ||||
Deferred income tax expense (benefit), state taxes | $ 200 | ||||
Asterias Biotherapeutics [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Gain on deconsolidation of Asterias | $ 49,000 | 49,000 | |||
Unrealized gains recorded | $ 40,000 | $ 26,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - New Alameda Lease [Member] | 9 Months Ended |
Sep. 30, 2016USD ($)ft²Building | |
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 |
Base rent | $ 64,670 |
Base rent increase rate | 3.00% |
Subsequent Event (Details)
Subsequent Event (Details) | Oct. 06, 2016USD ($) |
Subsequent Event [Member] | Cell Cure Neurosciences, Ltd. [Member] | |
Subsequent Event [Line Items] | |
Additional convertible notes issued | $ 203,000 |