Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 24, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | STEM | ||
Entity Registrant Name | STEMCELLS INC | ||
Entity Central Index Key | 883975 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 69,288,450 | ||
Entity Public Float | $113,248,184 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $24,987,603 | $30,585,424 |
Trade receivables | 159,466 | 108,815 |
Other receivables | 256,166 | 486,222 |
Prepaid assets | 1,017,726 | 530,037 |
Deferred financing costs, current | 22,082 | 46,420 |
Other current assets | 64,928 | 83,537 |
Total current assets | 26,507,971 | 31,840,455 |
Property, plant and equipment, net | 5,186,958 | 5,304,684 |
Other assets, non-current | 373,717 | 413,717 |
Goodwill | 2,139,294 | |
Other intangible assets, net | 356,889 | 1,835,717 |
Deferred financing costs, non-current | 1,224 | 23,307 |
Total assets | 32,426,759 | 41,557,174 |
Current liabilities: | ||
Accounts payable | 1,818,831 | 1,151,903 |
Accrued expenses and other current liabilities | 4,869,710 | 4,067,916 |
Deferred revenue, current | 16,826 | 67,245 |
Capital lease obligation, current | 20,191 | 21,316 |
Deferred rent, current | 85,925 | 34,366 |
Bonds payable, current | 125,000 | |
Loan payable net of discount, current | 4,686,388 | 3,664,370 |
Total current liabilities | 11,497,871 | 9,132,116 |
Capital lease obligation, non-current | 9,230 | 29,422 |
Fair value of warrant liability | 1,684,551 | 5,541,809 |
Other long-term liabilities | 1,250,007 | 801,388 |
Loan payable net of discount, non-current | 10,334,029 | 9,244,874 |
Deferred rent, non-current | 1,734,214 | 1,790,943 |
Deferred revenue, non-current | 46,084 | 62,910 |
Total liabilities | 26,555,986 | 26,603,462 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 225,000,000 shares authorized; issued and outstanding 68,729,774 at December 31, 2014 and 55,138,311 at December 31, 2013 | 687,298 | 551,383 |
Additional paid-in capital | 425,389,693 | 401,680,562 |
Accumulated deficit | -420,271,608 | -387,530,334 |
Accumulated other comprehensive income | 65,390 | 252,101 |
Total stockholders' equity | 5,870,773 | 14,953,712 |
Total liabilities and stockholders' equity | $32,426,759 | $41,557,174 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 68,729,774 | 55,138,311 |
Common stock, shares outstanding | 68,729,774 | 55,138,311 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | |||
Revenue from licensing agreements, grants and other | $1,012,391 | $172,297 | $489,717 |
Operating expenses: | |||
Research and development | 21,503,085 | 19,368,888 | 14,682,156 |
Selling, general and administrative | 10,419,620 | 8,834,271 | 7,359,640 |
Wind-down expenses | 61,837 | 356,379 | |
Total operating expenses | 31,922,705 | 28,264,996 | 22,398,175 |
Operating loss | -30,910,314 | -28,092,699 | -21,908,458 |
Other income (expense): | |||
Change in fair value of warrant liability | 2,422,451 | 3,253,253 | -5,944,571 |
Impairment of goodwill | -1,910,062 | ||
Impairment of other intangible assets | -530,100 | ||
Interest income | 8,532 | 11,318 | 15,594 |
Interest expense | -1,295,404 | -1,166,782 | -50,193 |
Other income (expense), net | -45,766 | 8,218 | -83,631 |
Total other income (expense), net | -1,350,349 | 2,106,007 | -6,062,801 |
Net loss from continuing operations | -32,260,663 | -25,986,692 | -27,971,259 |
Discontinued operations: | |||
Loss from discontinued operations | -369,357 | -452,467 | -519,894 |
Net loss on disposal of assets | -111,254 | ||
Net loss from discontinued operations | -480,611 | -452,467 | -519,894 |
Net loss | ($32,741,274) | ($26,439,159) | ($28,491,153) |
Basic and diluted net loss per share: | |||
Basic and diluted net loss per share from continuing operations | ($0.52) | ($0.60) | ($0.97) |
Basic and diluted net loss per share from discontinued operations | ($0.01) | ($0.01) | ($0.02) |
Basic and diluted net loss per share | ($0.53) | ($0.61) | ($0.99) |
Shares used to compute basic and diluted loss per share | 61,612,957 | 43,422,001 | 28,824,417 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss from continuing operations | ($32,260,663) | ($25,986,692) | ($27,971,259) |
Other comprehensive income (loss) | |||
Unrealized gains (losses) on marketable securities | 1,356 | 1,339 | |
Comprehensive loss from continuing operations | -32,260,663 | -25,985,336 | -27,969,920 |
Discontinued operations: | |||
Net loss from discontinued operations | -480,611 | -452,467 | -519,894 |
Other comprehensive income (loss) | -186,711 | 57,568 | 151,125 |
Comprehensive loss from discontinued operations | -667,322 | -394,899 | -368,769 |
Comprehensive loss | ($32,927,985) | ($26,380,235) | ($28,338,689) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2011 | $10,725,124 | $224,280 | $343,060,153 | ($332,600,022) | $40,713 |
Beginning Balance, Shares at Dec. 31, 2011 | 22,427,955 | ||||
Net loss | -28,491,153 | -28,491,153 | |||
Unrealized gain on foreign currency translation | 151,125 | 151,125 | |||
Change in unrealized loss on securities available-for-sale | 1,339 | 1,339 | |||
Issuance of common stock and warrants, net of issuance cost of $900,992, $2,051,699 and $1,335,327 in 2012, 2013 and 2014 respectively | 28,725,507 | 145,460 | 28,580,047 | ||
Issuance of common stock and warrants, net of issuance cost of $900,992, $2,051,699 and $1,335,327 in 2012, 2013 and 2014 respectively, Shares | 14,546,042 | ||||
Common stock issued for external services | 175,235 | 1,021 | 174,214 | ||
Common stock issued for external services, shares | 102,058 | ||||
Common stock issued pursuant to employee benefit plan | 97,017 | 1,299 | 95,718 | ||
Common stock issued pursuant to employee benefit plan, shares | 129,893 | ||||
Compensation expense from grant of options, restricted stock units and stock (fair value) | 2,655,884 | 1,825 | 2,654,059 | ||
Compensation expense from grant of options, restricted stock units and stock (fair value), shares | 182,502 | ||||
Exercise of director stock options | 3,629 | 36 | 3,593 | ||
Exercise of director stock options, shares | 3,629 | 3,629 | |||
Exercise and net settlement of restricted stock units | -59,090 | 1,142 | -60,232 | ||
Exercise and net settlement of restricted stock units, shares | 114,226 | ||||
Ending Balance at Dec. 31, 2012 | 13,984,617 | 375,063 | 374,507,552 | -361,091,175 | 193,177 |
Ending Balance, Shares at Dec. 31, 2012 | 37,506,305 | ||||
Net loss | -26,439,159 | -26,439,159 | |||
Unrealized gain on foreign currency translation | 57,568 | 57,568 | |||
Change in unrealized loss on securities available-for-sale | 1,356 | 1,356 | |||
Issuance of common stock and warrants, net of issuance cost of $900,992, $2,051,699 and $1,335,327 in 2012, 2013 and 2014 respectively | 24,879,573 | 169,385 | 24,710,188 | ||
Issuance of common stock and warrants, net of issuance cost of $900,992, $2,051,699 and $1,335,327 in 2012, 2013 and 2014 respectively, Shares | 16,938,575 | ||||
Common stock issued for external services | 154,111 | 1,049 | 153,062 | ||
Common stock issued for external services, shares | 104,911 | ||||
Common stock issued pursuant to employee benefit plan | 132,071 | 829 | 131,242 | ||
Common stock issued pursuant to employee benefit plan, shares | 82,863 | ||||
Compensation expense from grant of options, restricted stock units and stock (fair value) | 2,322,489 | 2,322,489 | |||
Exercise of director stock options | 3,452 | 35 | 3,417 | ||
Exercise of director stock options, shares | 3,452 | 3,452 | |||
Exercise and net settlement of restricted stock units | -342,366 | 3,627 | -345,993 | ||
Exercise and net settlement of restricted stock units, shares | 362,657 | ||||
Common stock issued as consideration in the acquisition of a patent portfolio | 200,000 | 1,395 | 198,605 | ||
Common stock issued as consideration in the acquisition of a patent portfolio, shares | 139,548 | ||||
Ending Balance at Dec. 31, 2013 | 14,953,712 | 551,383 | 401,680,562 | -387,530,334 | 252,101 |
Ending Balance, Shares at Dec. 31, 2013 | 55,138,311 | ||||
Net loss | -32,741,274 | -32,741,274 | |||
Unrealized gain on foreign currency translation | -186,711 | -186,711 | |||
Issuance of common stock and warrants, net of issuance cost of $900,992, $2,051,699 and $1,335,327 in 2012, 2013 and 2014 respectively | 22,359,386 | 128,522 | 22,230,864 | ||
Issuance of common stock and warrants, net of issuance cost of $900,992, $2,051,699 and $1,335,327 in 2012, 2013 and 2014 respectively, Shares | 12,852,221 | ||||
Common stock issued for external services | 154,708 | 1,202 | 153,506 | ||
Common stock issued for external services, shares | 120,149 | ||||
Common stock issued pursuant to employee benefit plan | 183,677 | 1,157 | 182,520 | ||
Common stock issued pursuant to employee benefit plan, shares | 115,722 | ||||
Compensation expense from grant of options, restricted stock units and stock (fair value) | 1,646,608 | 1,646,608 | |||
Exercise of director stock options, shares | 0 | ||||
Exercise and net settlement of restricted stock units | -499,333 | 5,034 | -504,367 | ||
Exercise and net settlement of restricted stock units, shares | 503,371 | ||||
Ending Balance at Dec. 31, 2014 | $5,870,773 | $687,298 | $425,389,693 | ($420,271,608) | $65,390 |
Ending Balance, Shares at Dec. 31, 2014 | 68,729,774 |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Issuance cost on issuance of common stock and warrants | $1,335,327 | $2,051,699 | $900,992 |
Common Stock [Member] | |||
Issuance cost on issuance of common stock and warrants | 1,335,327 | 2,051,699 | 900,992 |
Additional Paid-in Capital [Member] | |||
Issuance cost on issuance of common stock and warrants | $1,335,327 | $2,051,699 | $900,992 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | |||
Net loss | ($32,741,274) | ($26,439,159) | ($28,491,153) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,307,203 | 1,058,725 | 991,721 |
Amortization of debt discount and issuance costs | 240,021 | 288,951 | |
Stock-based compensation for employees and external services | 2,034,898 | 2,608,670 | 2,878,134 |
Loss (gain) on disposal of fixed assets | -75,917 | -38,854 | 20,883 |
Write-down of fixed assets | 27,500 | ||
Impairment of intangible asset | 530,100 | ||
Impairment of Goodwill | 1,910,062 | ||
Loss on disposal of intangible assets relating to discontinued operations | 186,846 | ||
Value of property gifted | 5,671 | ||
Change in fair value of warrant liability | -2,422,451 | -3,253,253 | 5,944,571 |
Changes in operating assets and liabilities: | |||
Other receivables | 192,795 | -298,734 | 39,825 |
Trade receivables | -55,457 | 3,606 | -50,451 |
Prepaid and other current assets | -465,478 | 801,611 | 22,232 |
Other assets | 17,207 | 493,584 | 89,790 |
Accounts payable and accrued expenses | 2,055,437 | 2,143,917 | -409,333 |
Accrued wind-down expenses | -1,102,762 | -1,032,024 | |
Deferred revenue | -66,925 | -24,270 | 13,389 |
Deferred rent | -5,169 | 435,967 | 85,572 |
Net cash used in operating activities | -27,352,431 | -23,322,001 | -19,869,344 |
Cash flows from investing activities: | |||
Purchases of marketable debt securities | -687,798 | -16,380,748 | |
Sales or maturities of marketable debt securities | 14,430,000 | 5,762,000 | |
Purchases of property, plant and equipment | -903,943 | -4,680,796 | -73,083 |
Proceeds from sale of property, plant and equipment | 3,500 | 38,500 | |
Proceeds from the disposal of assets relating to discontinued operations | 474,821 | ||
Acquisition of other assets | -64,000 | ||
Net cash provided by (used in) investing activities | -425,622 | 9,035,906 | -10,691,831 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net | 18,949,647 | 23,491,597 | 19,747,550 |
Proceeds from the exercise of warrants | 1,974,931 | 530,097 | 6,256,438 |
Proceeds from the exercise of stock options | 3,452 | 3,629 | |
Proceeds from loan payable, net of issuance costs | 5,775,543 | 13,558,358 | |
Payments related to net share issuance of stock based awards | -499,333 | -342,366 | -59,090 |
Repayments of capital lease obligations | -21,316 | -12,396 | -20,167 |
Repayments of debt obligations | -3,982,971 | -826,465 | -191,250 |
Net cash provided by financing activities | 22,196,501 | 36,402,277 | 25,737,110 |
Increase (decrease) in cash and cash equivalents | -5,581,552 | 22,116,182 | -4,824,065 |
Cash and cash equivalents at beginning of year | 30,585,424 | 8,471,275 | 13,311,261 |
Effects of foreign currency rate changes on cash | -16,269 | -2,033 | -15,921 |
Cash and cash equivalents at end of the year | 24,987,603 | 30,585,424 | 8,471,275 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 479,011 | 427,040 | 50,193 |
Supplemental schedule of non-cash investing and financing activities: | |||
Equipment acquired under a capital lease | 43,600 | 21,721 | |
Equity Financing Agreement [Member] | |||
Supplemental schedule of non-cash investing and financing activities: | |||
Fair value of shares issued as consideration | 600,006 | ||
Acquired Patent Portfolio [Member] | |||
Supplemental schedule of non-cash investing and financing activities: | |||
Fair value of shares issued as consideration | $200,000 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 1 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jun. 30, 2013 | Dec. 31, 2014 |
Equity Financing Agreement [Member] | ||
Number of shares issued as consideration | 329,131 | |
Right to sell of common stock | $30 | |
Acquired Patent Portfolio [Member] | ||
Number of shares issued as consideration | 139,548 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies | ||||||||||||
Nature of Business | |||||||||||||
StemCells, Inc., a Delaware corporation, is a biopharmaceutical company that operates in one segment, the research, development, and commercialization of cell-based therapeutics and related technologies. | |||||||||||||
The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern. Since inception, we have incurred annual losses and negative cash flows from operations and have an accumulated deficit of approximately $420 million at December 31, 2014. We have not derived significant revenue from the sale of products, and do not expect to receive significant revenue from product sales for at least several years. We may never be able to realize sufficient revenue to achieve or sustain profitability in the future. | |||||||||||||
We expect to incur additional operating losses over the foreseeable future. We have limited liquidity and capital resources and must obtain significant additional capital and other resources in order to sustain our product development efforts, to provide funding for the acquisition of technologies and intellectual property rights, preclinical and clinical testing of our anticipated products, pursuit of regulatory approvals, acquisition of capital equipment, laboratory and office facilities, establishment of production capabilities, general and administrative expenses and other working capital requirements. We rely on our cash reserves, proceeds from equity and debt offerings, proceeds from the transfer or sale of intellectual property rights, equipment, facilities or investments, government grants and funding from collaborative arrangements, to fund our operations. Funding may not be available when needed — at all or on terms acceptable to us. If we exhaust our cash reserves and are unable to obtain adequate financing, we may be unable to meet our operating obligations and we may be required to initiate bankruptcy proceedings. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. | |||||||||||||
Principles of Consolidation | |||||||||||||
The consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd (SCS), and Stem Cell Sciences (UK) Ltd (SCS UK). All significant intercompany accounts and transactions have been eliminated. | |||||||||||||
Reclassifications | |||||||||||||
Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. | |||||||||||||
Significant estimates include the following: | |||||||||||||
• | the fair value of share-based awards recognized as compensation (see Note 10, “Stock-Based Compensation”); | ||||||||||||
• | valuation allowance against net deferred tax assets (see Note 18, “Income Taxes”); | ||||||||||||
• | the fair value of warrants recorded as a liability (see Note 13, “Warrant Liability”); and | ||||||||||||
Financial Instruments | |||||||||||||
Cash Equivalents and Marketable Securities | |||||||||||||
All money market and highly liquid investments with a maturity of 90 days or less at the date of purchase are classified as cash equivalents. Highly liquid investments with maturities of 365 days or less not previously classified as cash equivalents are classified as marketable securities, current. Investments with maturities greater than 365 days are classified as marketable securities, non-current. | |||||||||||||
Trade and Other Receivables | |||||||||||||
Our receivables generally consist of interest income on our financial instruments, revenue from licensing agreements and grants, revenue from product sales, and rent from our sub-lease tenants. Because dollar amounts for individual transactions related to our product sales are not material and because we have a broad customer base, we regard the associated credit risk to be minimal. In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge, UK which includes our SC Proven product line. | |||||||||||||
Estimated Fair Value of Financial Instruments | |||||||||||||
The estimated fair values of cash and cash equivalents, receivables and accounts payable approximates their carrying values due to the short maturities of these instruments. | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment, including those held under capital lease, are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, or the lease term if shorter, as follows: | |||||||||||||
Building and improvements | 3 - 20 years | ||||||||||||
Machinery and equipment | 3 - 10 years | ||||||||||||
Furniture and fixtures | 3 - 10 years | ||||||||||||
Repairs and maintenance costs are expensed as incurred. | |||||||||||||
Discontinued Operations | |||||||||||||
The results of operations of a business that either has been disposed of or is classified as held-for-sale are reported in discontinued operations if the operations and cash flows of the component have been or will be eliminated from our ongoing operations as a result of the disposal transaction and we will not have any significant continuing involvement in the operations of the component after the disposal transaction. We present the operations of a business that meet this criteria as a discontinued operation, and retrospectively reclassify operating results for all prior periods presented. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. The results of operations for this component have been classified as discontinued operations for all periods in our Consolidated Statement of Operations. | |||||||||||||
Goodwill | |||||||||||||
Goodwill is not amortized but subject to annual impairment tests. On April 1, 2009, we acquired the operations of SCS for an aggregate purchase price of approximately $5,135,000. Approximately 42% of the purchase price was allocated to Goodwill. The acquired operations included proprietary cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells; expertise and infrastructure for providing cell-based assays for drug discovery; a cell culture products business; and an intellectual property portfolio with claims relevant to cell processing, reprogramming and manipulation, as well as to gene targeting and insertion. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. We also determined that we could not predict the future cash flows if any from the intellectual property portfolio acquired. Based on these factors, we determined that the Goodwill related to the acquisition was impaired and wrote off its carrying value of approximately $1,910,000. | |||||||||||||
Intangible Assets (Patent and License Costs) | |||||||||||||
Other intangible assets, net were approximately $357,000 at December 31, 2014. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited. Intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In December 2011, in part because of management’s decision to focus on our therapeutic product development programs and not to allocate time and resources to the assays technology, we determined that we could not predict the future cash flows from the intangible IPR&D asset related to the assays technology. Therefore, we determined that the intangible asset was impaired and wrote off the approximately $655,000 carrying value of the asset. Similarly, in December 2014, based on our decision to focus all of our efforts on moving our clinical programs forward, we determined we could not predict the future cash flows from the intangible IPR&D asset related to our Transgenic Rat Program and determined that the intangible asset was impaired and wrote off the approximately $530,000 carrying value of the asset. | |||||||||||||
Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patent and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs are expensed as incurred. License costs are capitalized and amortized over the estimated life of the license agreement. | |||||||||||||
Impairment of Long-Lived Tangible Assets | |||||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property, plant, and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its estimated fair market value. In 2012, we recorded a charge of approximately $28,000 to adjust the fair value of certain lab equipment we expect to dispose. No such impairment was recognized during the year 2013 and 2014. | |||||||||||||
Loan Payable | |||||||||||||
In April 2013, we entered into a Loan Agreement with Silicon Valley Bank (SVB) and received loan proceeds of $9,900,000, net of a $100,000 cash discount. The loan has a three-year term and bears interest at an annual rate of 6%. The loan obligations are secured by a first priority security interest on substantially all of our assets excluding intellectual property. There is also a final $1,000,000 fee payable at the end of the term which is being expensed over the term of the loan using the effective interest method. In conjunction with the Loan Agreement, we issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. The warrant is immediately exercisable and expires in April 2023. We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model. We applied the relative fair value method to allocate the $9,900,000 net proceeds between the loan and warrant. The approximately $388,000 fair value allocated to the warrant was recorded as an increase to additional paid-in capital and as a discount to loan payable. Approximately $9,512,000 was assigned to the loan and was recorded as the initial carrying amount of the loan payable, net of discount. The approximately $388,000 fair value of the warrant and the $100,000 cash discount are both being amortized as additional interest expense over the term of the loan using the effective interest rate method. We also incurred loan issuance costs of approximately $117,000, which are recorded as deferred financing costs on the accompanying consolidated balance sheet and are being amortized to interest expense over the term of the Loan Agreement using the effective interest rate method. The effective interest rate used to amortize the deferred financing costs and the discount (including the fair value of the warrant and the cash discount), and for the accretion of the final payment, is 9.0%. | |||||||||||||
In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (CIRM) under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. | |||||||||||||
Warrant Liability | |||||||||||||
We account for our warrants in accordance with U.S. GAAP which defines how freestanding contracts that are indexed to and potentially settled in a company’s own stock should be measured and classified. Authoritative accounting guidance prescribes that only warrants issued by us under contracts that cannot be net-cash settled, and are both indexed to and settled in our common stock, can be classified as equity. As part of both our November 2008 and November 2009 financings, we issued warrants with five year terms to purchase 1,034,483 and 400,000 shares of our common stock at $23.00 and $15.00 per share, respectively. The 1,034,483 warrants issued as part of the November 2008 financing, expired unexercised by their own terms in May 2014. As part of our December 2011 financing, we issued Series A Warrants with a five year term to purchase 8,000,000 shares at $1.40 per share and Series B Warrants with a ninety trading day term to purchase 8,000,000 units at $1.25 per unit. Each unit underlying the Series B Warrants consisted of one share of our common stock and one Series A Warrant. In the first and second quarter of 2012, an aggregate of 2,700,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 2,700,000 shares of our common stock and 2,700,000 Series A Warrants. The remaining 5,300,000 Series B Warrants expired unexercised by their terms on May 2, 2012. As terms of the warrants issued in 2009, as well as the Series A Warrants, do not meet the specific conditions for equity classification, we are required to classify the fair value of these warrants as a liability, with subsequent changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The fair value of the warrants issued in the 2009 financing is determined using the Black-Scholes-Merton (Black-Scholes) option pricing model and the fair value of the Series A Warrants is determined using a Monte Carlo simulation model (see Note 13, “Warrant Liability”). The fair value is affected by changes in inputs to these models including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The use of a Monte Carlo simulation model requires input of additional assumptions including the progress of our R&D programs and its affect on potential future financings. We will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. The estimated fair value of our warrant liability at December 31, 2014, was approximately $1,685,000. | |||||||||||||
Revenue Recognition | |||||||||||||
We recognize revenue resulting from licensing agreements, government grants, and product sales. | |||||||||||||
Licensing agreements — We currently recognize revenue resulting from the licensing and use of our technology and intellectual property. Such licensing agreements may contain multiple elements, such as up-front fees, payments related to the achievement of particular milestones and royalties. Revenue from up-front fees for licensing agreements that contain multiple elements are generally deferred and recognized on a straight-line basis over the term of the agreement. Fees associated with substantive at risk performance-based milestones are recognized as revenue upon completion of the scientific or regulatory event specified in the agreement, and royalties received are recognized as earned. Revenue from licensing agreements is recognized net of a fixed percentage due to licensors as royalties. | |||||||||||||
Government grants — Grant revenue from government agencies are funds received to cover specific expenses and are recognized as earned upon either the incurring of reimbursable expenses directly related to the particular research plan or the completion of certain development milestones as defined within the terms of the relevant collaborative agreement or grant. | |||||||||||||
Product sales — We currently recognize revenue from the sale of products when the products are shipped, title to the products are transferred to the customer, when no further contingencies or material performance obligations are warranted, and thereby earning the right to receive reasonably assured payments for products sold and delivered. Cost of product sales includes labor, raw materials and shipping supplies. In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge, UK which includes our SC Proven product line. Product sales and its related costs are included in net loss from discontinued operations for all periods presented in our Consolidated Statement of Operations. | |||||||||||||
Research and Development Costs | |||||||||||||
Our research and development expenses consist primarily of salaries and related personnel expenses; costs associated with clinical trials and regulatory submissions; costs associated with preclinical activities such as toxicology studies; certain patent-related costs such as licensing; facilities-related costs such as depreciation; lab equipment and supplies. Clinical trial expenses include payments to vendors such as clinical research organizations, contract manufacturers, clinical trial sites, laboratories for testing clinical samples and consultants. All research and development costs are expensed as incurred. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We expense the estimated fair value of our stock-based compensation awards. The estimated fair value is calculated using the Black-Scholes model. The compensation cost we record for these awards are based on their grant-date fair value as estimated and amortized over their vesting period. At the end of each reporting period we estimate forfeiture rates based on our historical experience within separate groups of employees and adjust stock-based compensation expense accordingly. See Note 10, “Stock-Based Compensation” for further information. | |||||||||||||
Income Taxes | |||||||||||||
When accounting for income taxes, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. | |||||||||||||
Developing our provision for income taxes and analyzing our uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, any valuation allowances that may be required for deferred tax assets. | |||||||||||||
We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on such evidence that can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: | |||||||||||||
• | cumulative losses in recent years; | ||||||||||||
• | income/losses expected in future years; and | ||||||||||||
• | the applicable statute of limitations. | ||||||||||||
Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. | |||||||||||||
We concluded that the realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Deferred tax liabilities related to indefinite-lived assets that cannot be used as a source of taxable income to support the realization of deferred tax assets are reported as a net deferred tax liability. | |||||||||||||
Net Loss per Share | |||||||||||||
Basic net loss per share is computed based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share is computed based on the weighted-average number of shares of our common stock and other dilutive securities. | |||||||||||||
The following are the basic and dilutive net loss per share computations for the last three fiscal years: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss from continuing operations | $ | (32,260,663 | ) | $ | (25,986,692 | ) | $ | (27,971,259 | ) | ||||
Net loss from discontinued operations | (480,611 | ) | (452,467 | ) | (519,894 | ) | |||||||
Net loss | $ | (32,741,274 | ) | $ | (26,439,159 | ) | $ | (28,491,153 | ) | ||||
Weighted average shares outstanding used to compute basic and diluted net loss per share | 61,612,957 | 43,422,001 | 28,824,417 | ||||||||||
Basic and diluted net loss per share from continuing operations | $ | (0.52 | ) | $ | (0.60 | ) | $ | (0.97 | ) | ||||
Basic and diluted net loss per share from discontinued operations | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Basic and diluted net loss per share | $ | (0.53 | ) | $ | (0.61 | ) | $ | (0.99 | ) | ||||
Outstanding options, warrants and restricted stock units were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive for all periods presented below: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Outstanding options | 302,729 | 428,258 | 447,359 | ||||||||||
Restricted stock units | 3,374,940 | 3,326,282 | 1,534,200 | ||||||||||
Outstanding warrants | 23,478,181 | 16,267,659 | 9,935,912 | ||||||||||
Total | 27,155,850 | 20,022,199 | 11,917,471 | ||||||||||
Comprehensive Income (Loss) | |||||||||||||
Comprehensive income (loss) is comprised of net losses and other comprehensive income (or “OCI”). OCI includes certain changes in stockholders’ equity that are excluded from net losses. Specifically, we include in OCI changes in unrealized gains and losses on our marketable securities and unrealized gains and losses on foreign currency translations. | |||||||||||||
The components of our accumulated OCI, as of December 31 of each year shown, are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Unrealized gain on foreign currency translation | $ | 65,390 | $ | 252,101 | |||||||||
Recent Accounting Pronouncements | |||||||||||||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This update is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not expect the adoption of ASU 2014-15 to have a significant impact on our Consolidated Financial Statements or related disclosures. | |||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in ASU 2014-08 change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under this guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. This guidance is effective prospectively for all disposals of components of an entity that occur with annual periods beginning on or after December 15, 2014, and interim periods therein. We do not expect the adoption of ASU 2014-15 to have a significant impact on our Consolidated Financial Statements or related disclosures. |
Financial_Instruments
Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||
Financial Instruments | Note 2. Financial Instruments | ||||||||||||||||
Cash, cash equivalents and marketable securities | |||||||||||||||||
The following table summarizes the fair value of our cash and cash equivalents: | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gains | Losses | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Cash | $ | 1,398,928 | $ | — | $ | — | $ | 1,398,928 | |||||||||
Cash equivalents (money market accounts) | 23,588,675 | — | — | 23,588,675 | |||||||||||||
Total cash, cash equivalents, and marketable securities | $ | 24,987,603 | $ | — | $ | — | $ | 24,987,603 | |||||||||
December 31, 2013 | |||||||||||||||||
Cash | $ | 1,355,281 | $ | — | $ | — | $ | 1,355,281 | |||||||||
Cash equivalents (money market accounts) | 29,230,143 | — | — | 29,230,143 | |||||||||||||
Total cash, cash equivalents, and marketable securities | $ | 30,585,424 | $ | — | $ | — | $ | 30,585,424 | |||||||||
At December 31, 2014, our investments in money market accounts are through a money market fund that invests in high quality, short-term money market instruments which are classified as cash equivalents in the accompanying Consolidated Balance Sheet due to their short maturities. The investment seeks to provide the highest possible level of current income while still maintaining liquidity and preserving capital. From time to time, we carry cash balances in excess of federally insured limits. Our cash balance at December 31, 2014 includes approximately $652,000 held by our U.K. subsidiaries. | |||||||||||||||||
We do not hold any investments that were in a material unrealized loss position as of December 31, 2014. |
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Measurement | Note 3. Fair Value Measurement | ||||||||||||
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, we are required to apply a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. The three levels of the fair value hierarchy are: | |||||||||||||
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||
Level 2 — Directly or indirectly observable inputs other than in Level 1, that include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||
Level 3 — Unobservable inputs which are supported by little or no market activity that reflects the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets measured at fair value as of December 31, 2014 and 2013 are classified below based on the three fair value hierarchy tiers described above. | |||||||||||||
Our cash equivalents are classified as Level 1 because they are valued primarily using quoted market prices. | |||||||||||||
Our bonds payable were classified as Level 2 as they are valued using alternative pricing sources and models utilizing market observable inputs. | |||||||||||||
We estimated the fair value of our loan payable using the net present value of the payments discounted at an effective interest rate. We believe the estimates used to measure the fair value of our loan payable constitute Level 3 inputs. | |||||||||||||
Our liability for warrants issued in our 2011 financing is classified as Level 3 as the liability is valued using a Monte Carlo simulation model. Some of the significant inputs used to calculate the fair value of warrant liability include our stock price on the valuation date, expected volatility of our common stock as traded on NASDAQ, and risk-free interest rates that are derived from the yield on U.S. Treasury debt securities, all of which are observable from active markets. However, the use of a Monte Carlo simulation model requires the input of additional subjective assumptions including management’s assumptions regarding the likelihood of a re-pricing of these warrants pursuant to anti-dilution provisions and the progress of our R&D programs and its affect on potential future financings. | |||||||||||||
The following table presents our financial assets and liabilities measured at fair value as of December 31, 2014: | |||||||||||||
Fair Value Measurement | |||||||||||||
at Reporting Date Using | |||||||||||||
Quoted Prices | Unobservable | As of | |||||||||||
in Active Markets for | Inputs | December 31, | |||||||||||
Identical Assets | (Level 3) | 2014 | |||||||||||
(Level 1) | |||||||||||||
Financial assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds | $ | 421,418 | $ | — | $ | 421,418 | |||||||
U.S. Treasury debt obligations | 23,167,257 | — | 23,167,257 | ||||||||||
Total financial assets | $ | 23,588,675 | $ | — | $ | 23,588,675 | |||||||
Financial liabilities | |||||||||||||
Loan payable net of discounts | $ | — | $ | 15,020,417 | $ | 15,020,417 | |||||||
Warrant liabilities | — | 1,684,551 | 1,684,551 | ||||||||||
Total financial liabilities | $ | — | $ | 16,704,968 | $ | 16,704,968 | |||||||
Level 2 Reconciliation | |||||||||||||
The following table presents a roll forward for financial assets and liabilities measured at fair value using significant other observable inputs (Level 2) for 2014. | |||||||||||||
Level 2 | Settled | Level 2 | |||||||||||
Beginning | $ | Ending | |||||||||||
Balance 12/31/13 | Balance 12/31/14 | ||||||||||||
$ | $ | ||||||||||||
Bond obligation | 125,000 | (125,000 | ) | — | |||||||||
Level 3 Reconciliation | |||||||||||||
The following table presents a roll forward for liabilities measured at fair value using significant unobservable inputs (Level 3) for 2014. | |||||||||||||
Warrant | |||||||||||||
Liabilities | |||||||||||||
Balance at December 31, 2013 | $ | 5,541,809 | |||||||||||
Less fair value of warrants exercised | (1,434,807 | ) | |||||||||||
Add change in fair value of warrants | (2,422,451 | ) | |||||||||||
Balance at December 31, 2014 | $ | 1,684,551 | |||||||||||
Loan | |||||||||||||
Payable | |||||||||||||
Balance at December 31, 2013 | $ | 12,909,244 | |||||||||||
Add loan proceeds | 5,775,543 | ||||||||||||
Less repayments of principal | (3,857,971 | ) | |||||||||||
Add accretion of discount | 193,601 | ||||||||||||
Balance at December 31, 2014 | $ | 15,020,417 | |||||||||||
Current portion | $ | 4,686,388 | |||||||||||
Non-current portion | 10,334,029 | ||||||||||||
Balance at December 31, 2014 | $ | 15,020,417 | |||||||||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Note 4. Property, Plant and Equipment | ||||||||
Property, plant and equipment balances at December 31 are summarized below: | |||||||||
2014 | 2013 | ||||||||
Building and improvements | $ | 6,794,556 | $ | 6,751,393 | |||||
Machinery and equipment | 8,161,291 | 7,837,140 | |||||||
Furniture and fixtures | 639,909 | 602,599 | |||||||
15,595,756 | 15,191,132 | ||||||||
Less accumulated depreciation and amortization | (10,408,798 | ) | (9,886,448 | ) | |||||
Property, plant and equipment, net | $ | 5,186,958 | $ | 5,304,684 | |||||
Depreciation and amortization expense was approximately $1,008,000 in 2014, $789,000 in 2013, and $728,000 in 2012. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Note 5. Goodwill and Other Intangible Assets | ||||||||||||||||||||||||||||
On April 1, 2009, we acquired the operations of SCS for an aggregate purchase price of approximately $5,135,000. The acquired operations included proprietary cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells; expertise and infrastructure for providing cell-based assays for drug discovery; a cell culture products business; and an intellectual property portfolio with claims relevant to cell processing, reprogramming and manipulation, as well as to gene targeting and insertion. | |||||||||||||||||||||||||||||
At April 1, 2009, the purchase price was allocated as follows: | |||||||||||||||||||||||||||||
Allocated | Estimated Life of | ||||||||||||||||||||||||||||
Purchase | Intangible Assets | ||||||||||||||||||||||||||||
Price | in Years | ||||||||||||||||||||||||||||
Net tangible assets | $ | 36,000 | |||||||||||||||||||||||||||
Intangible assets: | |||||||||||||||||||||||||||||
Customer relationships and developed technology | 1,310,000 | 6 to 9 | |||||||||||||||||||||||||||
In process research and development | 1,340,000 | N/A | |||||||||||||||||||||||||||
Trade name | 310,000 | 15 | |||||||||||||||||||||||||||
Goodwill | 2,139,000 | N/A | |||||||||||||||||||||||||||
Total | $ | 5,135,000 | |||||||||||||||||||||||||||
In-process research and development assets relate to: 1) the acquisition of certain intellectual property rights not expected to expire until 2027 related to our program focused on developing genetically engineered rat models of human disease (our “Transgenic Rat Program”); and 2) the acquisition of certain technology related to the commercialization of our SC Proven cell culture products and the development and commercialization of cell-based assay platforms for use in drug discovery and development (our “Assay Development Program”). | |||||||||||||||||||||||||||||
At the time of valuation (April 2009), our Transgenic Rat Program was in its nascent stage and our Assay Development Program was expected to achieve proof of concept by 2012. Neither program was expected to begin generating revenue until 2011-2012. In December 2011, in part because of management’s decision to focus on our therapeutic product development programs and not to allocate time and resources to the assays technology, we determined that we could not predict the future cash flows from the intangible IPR&D asset related to the Assay Development Program. Therefore, at December 31, 2011, we determined that the intangible asset was impaired and wrote off the entire approximately $655,000 carrying value of the asset. Similarly, in December 2014, based on our decision to focus all of our efforts on moving our clinical programs forward, we determined we could not predict the future cash flows from the intangible IPR&D asset related to our Transgenic Rat Program and determined that the intangible asset was impaired and wrote off the approximately $530,000 carrying value of the asset. | |||||||||||||||||||||||||||||
Trade name relates to the “SC Proven” trademark of our cell culture products which we expect to market for 15 years from the date of acquisition, based on which, we estimated a remaining useful life of 15 years from the valuation date. In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge UK, which includes our SC Proven reagent and cell culture business. We received approximately $400,000 for certain business intellectual property rights, trademark and records related to the SC Proven product line. | |||||||||||||||||||||||||||||
Approximately 42% of the purchase price was allocated to Goodwill. Goodwill is not amortized but subject to annual impairment tests. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. We also determined that we could not predict the future cash flows if any from the intellectual property portfolio acquired. Based on these factors, we determined that the Goodwill related to the acquisition was impaired and wrote off its carrying value of approximately $1,910,000. | |||||||||||||||||||||||||||||
The following table represents changes in goodwill in 2014: | |||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 2,139,294 | |||||||||||||||||||||||||||
Net deferred tax liability related to indefinite lived IPR&D | (110,735 | ) | |||||||||||||||||||||||||||
Foreign currency translation | (118,497 | ) | |||||||||||||||||||||||||||
Impairment | (1,910,062 | ) | |||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | — | |||||||||||||||||||||||||||
The components of our other intangible assets at December 31, 2014 are summarized below: | |||||||||||||||||||||||||||||
Other Intangible Asset Class | Cost | Accumulated | Proceeds | Foreign Currency | Write Off/ | Net Carrying | Weighted- | ||||||||||||||||||||||
Amortization | from sale | Translation | Impairment | Amount | Average | ||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||||||
Period | |||||||||||||||||||||||||||||
Related to SC Proven product line | $ | 1,620,000 | $ | (1,200,186 | ) | $ | (400,000 | ) | $ | 167,038 | $ | (186,852 | ) | $ | — | 8.0 years | |||||||||||||
In-process research and development | 1,340,000 | (270,687 | ) | — | 115,748 | (1,185,061 | ) | — | Indefinite | ||||||||||||||||||||
Patents | 1,243,612 | (886,723 | ) | — | — | — | 356,889 | 17.0 years | |||||||||||||||||||||
Total other intangible assets | $ | 4,203,612 | $ | (2,357,596 | ) | $ | (400,000 | ) | $ | 282,786 | $ | (1,371,913 | ) | $ | 356,889 | 11.9 years | |||||||||||||
Amortization expense was approximately $299,000 in 2014, $269,000 in 2013, and $264,000 in 2012. | |||||||||||||||||||||||||||||
The expected future annual amortization expense for each of the next five years based on current balances of our intangible assets is as follows: | |||||||||||||||||||||||||||||
For the year ending December 31: | |||||||||||||||||||||||||||||
2015 | $ | 83,265 | |||||||||||||||||||||||||||
2016 | $ | 75,496 | |||||||||||||||||||||||||||
2017 | $ | 54,923 | |||||||||||||||||||||||||||
2018 | $ | 27,978 | |||||||||||||||||||||||||||
2019 | $ | 27,978 |
Other_Assets
Other Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other Assets | Note 6. Other Assets | ||||||||
Other assets, non-current at December 31 are summarized below: | |||||||||
2014 | 2013 | ||||||||
Security deposit (buildings and equipment lease) | $ | 373,717 | $ | 413,717 | |||||
Accounts_Payable
Accounts Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Accounts Payable | Note 7. Accounts Payable | ||||||||
Accounts payable at December 31 are summarized below: | |||||||||
2014 | 2013 | ||||||||
External services | $ | 1,352,710 | $ | 863,030 | |||||
Supplies | 339,762 | 263,866 | |||||||
Other | 126,359 | 25,007 | |||||||
Total accounts payable | $ | 1,818,831 | $ | 1,151,903 | |||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities | ||||||||
Accrued expenses at December 31 are summarized below: | |||||||||
2014 | 2013 | ||||||||
External services | $ | 2,152,770 | $ | 1,191,048 | |||||
Employee compensation | 2,415,826 | 2,655,242 | |||||||
Other | 301,114 | 221,626 | |||||||
Total accrued expenses and other current liabilities | $ | 4,869,710 | $ | 4,067,916 | |||||
Other_LongTerm_Liabilities
Other Long-Term Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Other Long-Term Liabilities | Note 9. Other Long-Term Liabilities | ||||||||
2014 | 2013 | ||||||||
Accrued interest on loan payable | $ | 1,093,568 | $ | 497,134 | |||||
Employee compensation | 156,439 | 186,439 | |||||||
Net deferred tax liability | — | 117,815 | |||||||
Total other long-term liabilities | $ | 1,250,007 | $ | 801,388 | |||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation | Note 10. Stock-Based Compensation | ||||||||||||||||
We currently grant stock-based compensation under three equity incentive plans (2004, 2006 and 2013 Equity Incentive Plans) approved by the Company’s stockholders and one plan adopted in 2012 pursuant to NASDAQ Listing Rule 5635(c)(4) concerning inducement grants for new employees (our “2012 Commencement Incentive Plan”). As of December 31, 2014, we had 9,683,022 shares available to grant under the above mentioned plans. At our annual stockholders meeting held on June 12, 2007, our stockholders approved an amendment to our 2006 Equity Incentive Plan to provide for an annual increase in the number of shares of common stock available for issuance under the plan each January 1 (beginning January 1, 2008) equal to 4% of the outstanding common shares as of that date. The amendment further provided an aggregate limit of 3,000,000 shares issuable pursuant to incentive stock option awards under the plan. At our annual stockholders meeting held on December 20, 2013, our stockholders approved our 2013 Equity Incentive Plan to grant stock-based compensation of up to an initial 6,000,000 shares, plus an increase of 4% per year of the outstanding number of shares of our common stock beginning in January 1, 2015. Under the three stockholder-approved plans we may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, 401(k) Plan employer match in form of shares and performance-based shares to our employees, directors and consultants, at prices determined by our Board of Directors. Incentive stock options may only be granted to employees under these plans with a grant price not less than the fair market value on the date of grant. Under our 2012 Commencement Inducement Plan, we may only award options, restricted stock units and other equity awards to newly hired employees and newly engaged directors, in each case as allowed by NASDAQ listing requirements. | |||||||||||||||||
Generally, stock options and restricted stock units granted to employees have a maximum term of ten years, and vest over a four year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three-year service period. We may grant options and restricted stock units with different vesting terms from time to time. Upon employee termination of service, any unexercised vested option will be forfeited three months following termination or the expiration of the option, whichever is earlier. | |||||||||||||||||
Our stock-based compensation expense for the last three fiscal years was as follows: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Research and development expense | $ | 608,840 | $ | 1,219,308 | $ | 1,280,298 | |||||||||||
General and administrative expense | 1,426,058 | 1,389,362 | 1,597,836 | ||||||||||||||
Total stock-based compensation expense and effect on net loss | $ | 2,034,898 | $ | 2,608,670 | $ | 2,878,134 | |||||||||||
As of December 31, 2014, we have approximately $3,262,000 of total unrecognized compensation expense related to unvested awards granted under our various share-based plans that we expect to recognize over a weighted-average period of 2.8 years. | |||||||||||||||||
The fair value of stock options and restricted stock units granted is estimated as of the date of grant using the Black-Scholes option pricing model and expensed on a pro-rata straight-line basis over the period in which the stock options vest. The Black-Scholes option pricing model requires certain assumptions as of the date of grant. The weighted-average assumptions used for the last three fiscal years are as follows: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected term (years)(1) | 4.2 | 5.1 | 6.4 | ||||||||||||||
Risk-free interest rate(2) | 1.3 | % | 1.2 | % | 1.4 | % | |||||||||||
Expected volatility(3) | 78.7 | % | 89.3 | % | 78.4 | % | |||||||||||
Expected dividend yield(4) | 0 | % | 0 | % | 0 | % | |||||||||||
-1 | The expected term represents the period during which our stock-based awards are expected to be outstanding. We estimated this amount based on historical experience of similar awards, giving consideration to the contractual terms of the awards, vesting requirements, and expectation of future employee behavior, including post-vesting terminations. | ||||||||||||||||
-2 | The risk-free interest rate is based on U.S. Treasury debt securities with maturities close to the expected term of the option as of the date of grant. | ||||||||||||||||
-3 | Expected volatility is based on historical volatility over the most recent historical period equal to the length of the expected term of the option as of the date of grant. | ||||||||||||||||
-4 | We have neither declared nor paid dividends on any share of common stock and we do not expect to do so in the foreseeable future. | ||||||||||||||||
At the end of each reporting period, we estimate forfeiture rates based on our historical experience within separate groups of employees and adjust the stock-based compensation expense accordingly. | |||||||||||||||||
A summary of our stock option activity and related information for the last three fiscal years is as follows: | |||||||||||||||||
Outstanding Options | |||||||||||||||||
Number of | Weighted- | Weighted-Average | Aggregate | ||||||||||||||
Shares | Average | Remaining | Intrinsic | ||||||||||||||
Exercise Price | Contractual Term | Value(1) | |||||||||||||||
Balance at December 31, 2011 | 875,498 | $ | 20.13 | 5.5 | $ | — | |||||||||||
Granted | — | — | |||||||||||||||
Exercised | (3,629 | ) | $ | 1 | $ | 4,319 | |||||||||||
Cancelled (forfeited and expired) | (424,510 | ) | $ | 20.86 | |||||||||||||
Balance at December 31, 2012 | 447,359 | $ | 19.59 | 5.1 | $ | 2,175 | |||||||||||
Granted | — | ||||||||||||||||
Exercised | (3,452 | ) | $ | 1 | $ | 2,214 | |||||||||||
Cancelled (forfeited and expired) | (15,649 | ) | $ | 13.06 | |||||||||||||
Balance at December 31, 2013 | 428,258 | $ | 19.97 | 4.3 | $ | — | |||||||||||
Granted | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||
Cancelled (forfeited and expired) | (125,529 | ) | $ | 24.3 | |||||||||||||
Balance at December 31, 2014 | 302,729 | $ | 18.18 | 3.3 | $ | — | |||||||||||
Exercisable at December 31, 2014 | 302,729 | $ | 18.18 | 3.3 | $ | — | |||||||||||
Vested and expected to vest(2) | 302,729 | $ | 18.18 | 3.3 | $ | — | |||||||||||
-1 | Aggregate intrinsic value represents the value of the closing price per share of our common stock on the last trading day of the fiscal period in excess of the exercise price multiplied by the number of options outstanding or exercisable, except for the “Exercised” line, which uses the closing price on the date exercised. | ||||||||||||||||
-2 | Number of shares includes options vested and those expected to vest net of estimated forfeitures. | ||||||||||||||||
No options were granted in 2014, 2013 and 2012. Total intrinsic value of options exercised at time of exercise was approximately $2,000 in 2013 and $4,000 in 2012. No options were exercised in 2014. | |||||||||||||||||
The following is a summary of changes in unvested options: | |||||||||||||||||
Unvested Options | Number of | Weighted | |||||||||||||||
Options | Average | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested options at December 31, 2013 | 18,466 | $ | 8.11 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (16,666 | ) | $ | 8.3 | |||||||||||||
Cancelled | (1,800 | ) | $ | 6.39 | |||||||||||||
Unvested options at December 31, 2014 | — | — | |||||||||||||||
The estimated fair value of options vested were approximately $138,000 in 2014, $406,000 in 2013 and $627,000 in 2012. | |||||||||||||||||
The following table presents weighted average exercise price and remaining term information about significant option groups outstanding at December 31, 2014: | |||||||||||||||||
Options Outstanding at December 31, 2014 | |||||||||||||||||
Range of | Number | Weighted Average | Weighted Average | Aggregate Intrinsic | |||||||||||||
Exercise Prices | Outstanding | Remaining | Exercise | Value at December 31, | |||||||||||||
Term (Yrs.) | Price | 2014 | |||||||||||||||
Less than $10.00 | 300 | 5.5 | $ | 8.9 | $ | — | |||||||||||
$10.00 - $19.99 | 170,170 | 4.4 | $ | 11.85 | — | ||||||||||||
$20.00 - $29.99 | 107,959 | 2.1 | $ | 23.24 | — | ||||||||||||
$30.00 - $39.99 | 17,800 | 1.1 | $ | 36.7 | — | ||||||||||||
$40.00 - $49.99 | 4,500 | 0.7 | $ | 47.89 | — | ||||||||||||
$50.00 - $59.99 | 2,000 | 0.7 | $ | 53.85 | — | ||||||||||||
302,729 | 3.3 | $ | 18.18 | $ | — | ||||||||||||
Vested Options Outstanding at December 31, 2014 | |||||||||||||||||
Range of Exercise Prices | Number | Weighted Average | |||||||||||||||
Outstanding | Exercise Price | ||||||||||||||||
Less than $10.00 | 300 | $ | 8.9 | ||||||||||||||
$10.00 - $19.99 | 170,170 | $ | 11.85 | ||||||||||||||
$20.00 - $29.99 | 107,959 | $ | 23.24 | ||||||||||||||
$30.00 - $39.99 | 17,800 | $ | 36.7 | ||||||||||||||
$40.00 - $49.99 | 4,500 | $ | 47.89 | ||||||||||||||
$50.00 - $59.99 | 2,000 | $ | 53.85 | ||||||||||||||
302,729 | $ | 18.18 | |||||||||||||||
Restricted Stock Units | |||||||||||||||||
We have granted restricted stock units (RSUs) to our directors and to certain employees which entitle the holders to receive shares of our common stock upon vesting of the RSUs. The fair value of restricted stock units granted are based upon the market price of the underlying common stock as if it were vested and issued on the date of grant. | |||||||||||||||||
A summary of our restricted stock unit activity for the year ended December 31, 2014 is as follows: | |||||||||||||||||
Number of | Weighted Average | ||||||||||||||||
RSUs | Grant Date Fair | ||||||||||||||||
Value | |||||||||||||||||
Outstanding at January 1, 2014 | 3,326,282 | $ | 1.68 | ||||||||||||||
Granted(1) | 1,674,874 | $ | 1.5 | ||||||||||||||
Vested and exercised | (851,216 | ) | $ | 1.71 | |||||||||||||
Cancelled | (775,000 | ) | $ | 1.8 | |||||||||||||
Outstanding at December 31, 2014 | 3,374,940 | $ | 1.55 | ||||||||||||||
-1 | 228,874 of these restricted stock units vest and convert into shares of our common stock after one year from the date of grant. 150,000 of these restricted stock units vest and convert into shares of our common stock over a three year period from the date of grant: one-third of the award will vest on each grant date anniversary following the grant. 1,296,000 of these restricted stock units vest and convert into shares of our common stock over a four year period from the date of grant: one-fourth of the award will vest on each grant date anniversary following the grant. | ||||||||||||||||
Stock Appreciation Rights | |||||||||||||||||
In July 2006, we granted cash-settled Stock Appreciation Rights (SARs) to certain employees that give the holder the right, upon exercise, to the difference between the price per share of our common stock at the time of exercise and the exercise price of the SARs. | |||||||||||||||||
The SARs have a maximum term of ten years with an exercise price of $20.00, which is equal to the market price of our common stock at the date of grant. The SARs vest 25% on the first anniversary of the grant date and 75% vest monthly over the remaining three-year service period. All of the outstanding SARs as of December 31, 2014 are fully vested and there were no changes (grants, exercises or forfeitures) in the fourth quarter of 2014. Compensation expense is based on the fair value of SARs which is calculated using the Black-Scholes option pricing model. The stock-based compensation expense and liability are re-measured at each reporting date through the earlier of date of settlement or forfeiture of the SARs. | |||||||||||||||||
For the year ended December 31, 2014, 2013 and 2012, the re-measured liability and compensation expense related to the SARs were not significant. The compensation expense recognized for the year ended December 31, 2014 and resulting effect on net loss and net loss per share attributable to common stockholders is not likely to be representative of the effects in future periods, due to changes in the fair value calculation which is dependent on the stock price, volatility, interest and forfeiture rates, additional grants and subsequent periods of vesting. We will continue to recognize compensation cost each period, which will be the change in fair value from the previous period through the earlier date of settlement or forfeiture of the SARs. |
WindDown_and_Exit_Costs
Wind-Down and Exit Costs | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Wind-Down and Exit Costs | Note 11. Wind-down and exit costs |
Rhode Island | |
In connection with our wind-down of our research and manufacturing operations in Lincoln, Rhode Island, and the relocation of our corporate headquarters and remaining research laboratories to California in October 1999, we provided a reserve for our exit cost obligation. The reserve was for the estimated costs of our former research and administrative facility in Lincoln, which we held on a lease that terminated on June 30, 2013. We periodically re-evaluated and adjusted the reserve after considering various factors such as our lease payments through to the end of the lease, operating expenses, the real estate market in Rhode Island, and estimated subtenant income based on actual and projected occupancy. The reserve was approximately $854,000 at March 31, 2013. In 2013, payments net of subtenant income of approximately $916,000 were recorded against this reserve and approximately $62,000 as additional wind-down expenses. We have closed this reserve as the lease and our obligations related to it terminated on June 30, 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||
Commitments and Contingencies | Note 12. Commitments and Contingencies | ||||||||||||||||
Bonds Payable | |||||||||||||||||
We entered into direct financing transactions with the State of Rhode Island and received proceeds from the issuance of industrial revenue bonds totaling $5,000,000 to finance the construction of a 21,000 square-foot pilot manufacturing facility and a 3,000 square-foot cell processing facility in Rhode Island. The related lease agreements are structured such that lease payments fully fund all semiannual interest payments and annual principal payments through maturity in August 2014. In August 2014, we made the final principal and interest payment thereby extinguishing the debt and we are actively seeking to dispose these properties. | |||||||||||||||||
Operating leases | |||||||||||||||||
We lease various real properties under operating leases that generally require us to pay taxes, insurance, maintenance, and minimum lease payments. Some of our leases have options to renew. | |||||||||||||||||
Operating Leases — California | |||||||||||||||||
In December 2010, we entered into a commercial lease agreement with BMR-Gateway Boulevard LLC (BMR), as landlord, for office and research space at BMR’s Pacific Research Center in Newark, California. The initial term of the lease is approximately eleven and one-half years and includes escalating rent payments which we recognize as lease operating expense on a straight-line basis. We will pay approximately $17,869,000 in aggregate as rent over the term of the lease to BMR. Deferred rent for this facility was approximately $1,429,000 as of December 31, 2014, and approximately $1,434,000 as of December 31, 2013. | |||||||||||||||||
In March 2013, we entered into a commercial lease agreement with Prologis, L.P. (Prologis), as landlord, for office and research space in Sunnyvale, California. The facility is for operations that support our clinical development activities. The initial term of the lease is ten years and includes escalating rent payments which we recognize as lease operating expense on a straight-line basis. We will pay approximately $3,497,000 in aggregate rent over the term of the lease. As part of the lease, Prologis has agreed to provide us financial allowances to build initial tenant improvements, subject to customary terms and conditions relating to landlord-funded tenant improvements. The tenant improvements are recorded as leasehold improvement assets and amortized over the term of the lease. The financial allowances are treated as a lease incentive and recorded as deferred rent which is amortized as reductions to lease expense over the lease term. Deferred rent for this facility was approximately $391,000 as of December 31, 2014, and December 31, 2013. | |||||||||||||||||
Operating Leases — United Kingdom | |||||||||||||||||
In January 2011, we amended the existing lease agreements of our wholly-owned subsidiary, Stem Cell Sciences (U.K.) Ltd, effectively reducing our leased office and lab space. The lease by its terms was extended to September 30, 2013. In October 2013, we signed a new three-year lease agreement for the leased space and expect to pay rent of approximately GBP 53,000 per annum. StemCells, Inc. is the guarantor of Stem Cell Sciences (U.K.) Ltd.’s obligations under the existing lease. The lease includes an option for early termination of the lease agreement. In December 2014, we sold our SC Proven reagent business and as part of the wind-down of our business operations in UK, sublet our leased space from January 2014 to our opted early termination date of October 2014. | |||||||||||||||||
With the exception of the operating leases discussed above, we have not entered into any significant off balance sheet financial arrangements and have not established any special purpose entities. We have not guaranteed any debts or commitments of other entities or entered into any options on non-financial assets. | |||||||||||||||||
The table below summarizes the components of rent expense for the fiscal year ended December 31, as follows: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Rent expense | $ | 1,955,747 | $ | 2,612,899 | $ | 2,932,104 | |||||||||||
Sublease income | — | (53,726 | ) | (411,885 | ) | ||||||||||||
Rent expense, net | $ | 1,955,747 | $ | 2,559,173 | $ | 2,520,219 | |||||||||||
Future minimum payments under all leases and loan payable at December 31, 2014 are as follows: | |||||||||||||||||
Loan1 | Loan | Capital | Operating | ||||||||||||||
Payable CIRM | Payable SVB | Leases | Leases | ||||||||||||||
2015 | $ | 679,166 | $ | 4,322,035 | $ | 21,591 | $ | 1,981,461 | |||||||||
2016 | 1,440,678 | 9,454 | 1,968,459 | ||||||||||||||
2017 | — | — | 2,014,706 | ||||||||||||||
2018 | — | — | 2,061,260 | ||||||||||||||
2019 | — | — | 2,108,130 | ||||||||||||||
Thereafter | — | — | 6,088,780 | ||||||||||||||
Total minimum lease and loan payments | 679,166 | 5,762,713 | 31,045 | $ | 16,222,796 | ||||||||||||
Less amounts representing interest | 240,899 | 1,624 | |||||||||||||||
Principal amounts of bond payable, loan payable and capital lease obligations | 679,166 | 5,521,814 | 29,421 | ||||||||||||||
Less current maturities | 679,166 | 4,099,319 | 20,191 | ||||||||||||||
Bond payable, loan payable and capital lease obligations, less current maturities | $ | — | $ | 1,422,495 | $ | 9,230 | |||||||||||
1 | An aggregate of approximately $9.2 million of principal and accrued interest under the CIRM Loan Agreement is not included. In April 2013, we entered into an agreement with the CIRM under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. | ||||||||||||||||
Contingencies | |||||||||||||||||
In July 2006, we filed suit against Neuralstem, Inc. in the Federal District Court for the District of Maryland, alleging that Neuralstem’s activities violate claims in four of the patents we exclusively licensed at the time from NeuroSpheres, specifically U.S. Patent No. 6,294,346 (claiming the use of human neural stem cells for drug screening), U.S. Patent No. 7,101,709 (claiming the use of human neural stem cells for screening biological agents), U.S. Patent No. 5,851,832 (claiming methods for proliferating human neural stem cells), and U.S. Patent No. 6,497,872 (claiming methods for transplanting human neural stem cells). In May 2008, we filed a second patent infringement suit against Neuralstem and its two founders, Karl Johe and Richard Garr. In this suit, which we filed in the Federal District Court for the Northern District of California, we allege that Neuralstem’s activities infringe claims in two patents we exclusively licensed at the time from NeuroSpheres, specifically U.S. Patent No. 7,361,505 (claiming composition of matter of human neural stem cells derived from any source material) and U.S. Patent No. 7,115,418 (claiming methods for proliferating human neural stem cells). In addition, we allege various state law causes of action against Neuralstem arising out of its repeated derogatory statements to the public about our patent portfolio. Also in May 2008, Neuralstem filed suit against us and NeuroSpheres in the Federal District Court for the District of Maryland seeking a declaratory judgment that the ‘505 and ‘418 patents are either invalid or are not infringed by Neuralstem and that Neuralstem has not violated California state law. In August 2008, the California court transferred our lawsuit against Neuralstem to Maryland for resolution on the merits. In July 2009, the Maryland District Court granted our motion to consolidate these two cases with the litigation we initiated against Neuralstem in 2006. Fact discovery has concluded in the cases and in December 2014, the Maryland federal court began the first phase of trial in order to address the sole question of whether we have legal standing to pursue our patent infringement claims against Neuralstem. We expect a ruling on the question of standing in the first half of 2015. | |||||||||||||||||
In addition to the actions described above, in April 2008, we filed an opposition to Neuralstem’s European Patent No. 0 915 968 (methods of isolating, propagating and differentiating CNS stem cells), because the claimed invention is believed by us to be unpatentable over prior art, including the patents we acquired from NeuroSpheres. In December 2010, the European Patent Office ruled that all composition claims in Neuralstem’s ‘968 European patent were invalid and unpatentable over prior art including several of the NeuroSpheres patents. Neuralstem appealed this decision but subsequently withdrew its appeal with prejudice. |
Warrant_Liability
Warrant Liability | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Warrant Liability | Note 13. Warrant Liability | ||||||||||||
We use various option pricing models, such as the Black-Scholes option pricing model and a Monte Carlo simulation model, to estimate fair value of warrants issued. In using these models, we make certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement. | |||||||||||||
In November 2008, we sold 1,379,310 units to institutional investors at a price of $14.50 per unit, for gross proceeds of $20,000,000. The units, each of which consisted of one share of common stock and a warrant to purchase 0.75 shares of common stock at an exercise price of $23.00 per share, were offered as a registered direct offering under a shelf registration statement previously filed with, and declared effective by, the SEC. We received total proceeds, net of offering expenses and placement agency fees, of approximately $18,637,000. We recorded the fair value of the warrants to purchase 1,034,483 shares of our common stock as a liability. The fair value of the warrant liability is revalued at the end of each reporting period, with the change in fair value of the warrant liability recorded as a gain or loss in our consolidated statements of operations. The November 2008 warrants expired unexercised by their own terms in May 2014. | |||||||||||||
In November 2009, we sold 1,000,000 units to institutional investors at a price of $12.50 per unit, for gross proceeds of $12,500,000. The units, each of which consisted of one share of common stock and a warrant to purchase 0.40 shares of common stock at an exercise price of $15.00 per share, were offered as a registered direct offering under a shelf registration statement previously filed with, and declared effective by, the SEC. We received total proceeds, net of offering expenses and placement agency fees, of approximately $11,985,000. We recorded the fair value of the warrants to purchase 400,000 shares of our common stock as a liability. The fair value of the warrant liability is revalued at the end of each reporting period, with the change in fair value of the warrant liability recorded as a gain or loss in our consolidated statements of operations. The fair value of the warrants will continue to be classified as a liability until such time as the warrants are exercised, expire or an amendment of the warrant agreement renders these warrants to be no longer classified as a liability. The fair value of these warrants at December 31, 2014 was not significant. | |||||||||||||
In December 2011, we raised gross proceeds of $10,000,000 through a public offering of 8,000,000 units and 8,000,000 Series B Warrants. The combination of units and Series B Warrants were sold at a public offering price of $1.25 per unit. Each Series B Warrant gave the holder the right to purchase one unit at an exercise price of $1.25 per unit and was exercisable until May 2, 2012, the 90th trading day after the date of issuance. Each unit consists of one share of our common stock and one Series A Warrant. Each Series A Warrant gives the holder the right to purchase one share of our common stock at an initial exercise price of $1.40 per share. The Series A Warrants are immediately exercisable upon issuance and will expire in December 2016. In 2012, an aggregate of 2,700,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 2,700,000 shares of our common stock and 2,700,000 Series A Warrants. The remaining 5,300,000 Series B Warrants expired unexercised by their terms on May 2, 2012. In 2012, 2013 and 2014, an aggregate of 2,198,571, 384,534 and 1,180,015 Series A Warrants were exercised, respectively. For the exercise of these warrants, in 2012, 2013 and 2014, we issued 2,198,571, 384,534 and 1,180,015 shares of our common stock and received gross proceeds of approximately $3,078,000, $538,000 and $1,652,000, respectively. The shares were offered under our shelf registration statement previously filed with previously filed with, and declared effective by, the SEC. | |||||||||||||
The fair value of the warrant liability will be revalued at the end of each reporting period, with the change in fair value of the warrant liability recorded as a gain or loss in our consolidated statements of operations. The fair value of the warrants will continue to be classified as a liability until such time as the warrants are exercised, expire or an amendment of the warrant agreement renders these warrants to be no longer classified as a liability. | |||||||||||||
The assumptions used for the Monte Carlo simulation model to value the outstanding Series A Warrants at December 31, 2014 are as follows: | |||||||||||||
Risk-free interest rate per year | 0.7 | % | |||||||||||
Expected volatility per year | 53.4 | % | |||||||||||
Expected dividend yield | 0 | % | |||||||||||
Expected life (years) | 2 | ||||||||||||
The use of the Monte Carlo simulation model requires the input of additional subjective assumptions including the progress of our R&D programs and its affect on potential future financings. | |||||||||||||
The following table is a summary of the changes in fair value of warrant liability for the Series A Warrants in 2014: | |||||||||||||
Series A | |||||||||||||
Number of | Fair value $ | ||||||||||||
Warrants | |||||||||||||
Balance at December 31, 2013 | 8,116,895 | $ | 5,541,809 | ||||||||||
Less exercised | (1,180,015 | ) | (1,434,807 | ) | |||||||||
Changes in fair value | — | (2,422,451 | ) | ||||||||||
Balance at December 31, 2014 | 6,936,880 | $ | 1,684,551 | ||||||||||
The following table is a summary of our warrant liability as of December 31, 2014: | |||||||||||||
Warrants | Number Outstanding | Exercise Price ($) | Fair value | ||||||||||
per share | |||||||||||||
Warrants issued in 2009 | 400,000 | 15 | — | ||||||||||
Series A Warrants | 6,936,880 | 1.4 | 1,684,551 | ||||||||||
Total | 7,336,880 | $ | 1,684,551 | ||||||||||
Loan_Payable
Loan Payable | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Loan Payable | Note 14. Loan Payable | ||||||||||||
Loan Agreement with Silicon Valley Bank | |||||||||||||
In April 2013, we entered into a Loan Agreement with Silicon Valley Bank (SVB) and received loan proceeds of $9,900,000, net of a $100,000 cash discount. The loan proceeds will be used for research and development and general corporate purposes. The loan has a three-year term and bears interest at an annual rate of 6%. The loan obligations are secured by a first priority security interest on substantially all of our assets excluding intellectual property. For the first six months, payments will be interest only followed by repayment of principal and interest over a period of 30 months. There is also a final $1,000,000 fee payable at the end of the term which is being expensed over the term of the loan using the effective interest method. In conjunction with the Loan Agreement, we issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. The warrant is immediately exercisable and expires in April 2023. We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||
Expected life (years) | 10 | ||||||||||||
Risk-free interest rate | 1.9 | % | |||||||||||
Expected volatility | 88.1 | % | |||||||||||
Expected dividend yield | 0 | % | |||||||||||
We applied the relative fair value method to allocate the $9,900,000 net proceeds between the loan and warrant. The approximately $388,000 fair value allocated to the warrant was recorded as an increase to additional paid-in capital and as a discount to loan payable. Approximately $9,512,000 was assigned to the loan and was recorded as the initial carrying amount of the loan payable, net of discount. The approximately $388,000 fair value of the warrant and the $100,000 cash discount are both being amortized as additional interest expense over the term of the loan using the effective interest rate method. | |||||||||||||
We also incurred loan issuance costs of approximately $117,000, which are recorded as deferred financing costs on the accompanying consolidated balance sheet and are being amortized to interest expense over the term of the Loan Agreement using the effective interest rate method. | |||||||||||||
The effective interest rate used to amortize the deferred financing costs and the discount (including the fair value of the warrant and the cash discount), and for the accretion of the final payment, is 9.0%. | |||||||||||||
Loan Agreement with California Institute for Regenerative Medicine | |||||||||||||
In April 2013, we entered into an agreement with the CIRM under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. | |||||||||||||
The following table is a summary of the changes in the carrying value of our loan payable in 2014: | |||||||||||||
Silicon Valley | CIRM Loan | Total | |||||||||||
Bank Loan | |||||||||||||
Loan payable at December 31, 2013 | $ | 9,088,980 | $ | 3,820,264 | $ | 12,909,244 | |||||||
Additional loan proceeds | — | 5,775,543 | 5,775,543 | ||||||||||
Repayment of principal | (3,857,971 | ) | — | (3,857,971 | ) | ||||||||
Accretion of discount | 193,601 | — | 193,601 | ||||||||||
Carrying value of loan payable at 12/31/2014 (current and non-current) | $ | 5,424,610 | $ | 9,595,807 | $ | 15,020,417 | |||||||
Carrying value of loan payable, current portion | $ | 4,007,222 | $ | 679,166 | $ | 4,686,388 | |||||||
Carrying value of loan payable, non-current portion | 1,417,388 | 8,916,641 | 10,334,029 | ||||||||||
Total loan payable at December 31, 2014 | $ | 5,424,610 | $ | 9,595,807 | $ | 15,020,417 | |||||||
Common_Stock
Common Stock | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
Common Stock | Note 15. Common Stock | ||||
Sale of common stock | |||||
Major transactions involving our common stock for the last three years include the following: | |||||
• | In July 2014, we raised gross proceeds of $20,000,000 through the sale of 11,299,435 units to two institutional biotechnology investors, at an offering price of $1.77 per unit. Each unit consists of one share of our common stock and a warrant to purchase 0.85 of a share of our common stock. The warrants are exercisable six months from the date of issuance at an exercise price of $2.17. The Warrants are non-transferable and will expire thirteen months from the date of issuance. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. | ||||
• | In 2014, an aggregate of 1,180,015 Series A Warrants were exercised. For the exercise of these warrants, we issued 1,180,015 shares of our common stock and received gross proceeds of approximately $1,652,000. | ||||
• | Under a sales agreement entered into in 2009 and amended in 2012, we have the option to sell up to $30 million of our common stock from time to time, in at-the-market offerings. The sales agent is paid compensation of 2% of gross proceeds pursuant to the terms of the amended agreement. The sales agreement as amended, has been filed with the SEC. Under the amended sales agreement, in 2014, we sold a total of 193,271 shares of our common stock at an average price per share of $1.47 for gross proceeds of approximately $285,000. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. | ||||
• | In October 2013, we sold a total of 12,845,500 units in an underwritten public offering at a price of $1.45 per unit and received total proceeds, net of offering expenses, underwriting discounts and commissions, of approximately $17.3 million. Each unit sold consisted of one share of common stock, par value $.01 per share, and a warrant to purchase one-half share of common stock. The warrants have an exercise price of $1.80 per share, are exercisable immediately, and will expire five years from the date of issuance. | ||||
• | In June 2013, we entered into an agreement with an institutional investor, under which we have the right to sell up to $30.0 million of our common stock to the institutional investor. Proceeds from the sale of our common stock will be used for general corporate purposes. Under the terms of the agreement, we immediately sold 1,645,639 in shares of our common stock to the institutional investor at a purchase price of $1.823 per share, which was the volume-weighted average price of the prior ten trading days, and received gross proceeds of $3.0 million. In consideration for entering into the agreement, we issued 329,131 shares of our common stock to the institutional investor. We did not receive any cash proceeds from the issuance of these 329,131 shares. Under this agreement, we have the right for a period of three years and at our sole discretion, to sell additional amounts up to $27.0 million of our common stock to the institutional investor subject to certain limitations. No warrants were issued in connection with this transaction. All shares were sold under our shelf registration statement previously filed with, and declared effective by, the SEC. In October 2013, we terminated the agreement without any cost or penalty. | ||||
• | In 2013, we sold an aggregate of 1,733,771 shares of our common stock at an average price per share of $1.91 for gross proceeds of approximately $3,317,000. These sales were made under a sales agreement entered into in June 2009 (2009 sales agreement) and the sales agent was paid compensation equal to 3% of gross proceeds pursuant to the terms of the agreement. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. | ||||
• | In 2013, an aggregate of 384,534 Series A Warrants were exercised. For the exercise of these warrants, we issued 384,534 shares of our common stock and received gross proceeds of approximately $538,000. | ||||
• | In 2012, we sold an aggregate of 9,647,471 shares of our common stock at an average price per share of $2.12 for gross proceeds of approximately $20,452,000. These sales were made under the 2009 sales agreement and the sales agent was paid compensation equal to 3% of gross proceeds pursuant to the terms of the agreement. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. | ||||
• | In 2012, an aggregate of 2,700,000 Series B Warrants were exercised and we received gross proceeds of $3,375,000. The remaining 5,300,000 Series B Warrants expired unexercised by their terms on May 2, 2012. For the exercise of these warrants, we issued 2,700,000 shares of our common stock and 2,700,000 Series A Warrants. | ||||
• | In 2012, an aggregate of 2,198,571 Series A Warrants were exercised. For the exercise of these warrants, we issued 2,198,571 shares of our common stock and received gross proceeds of approximately $3,078,000. | ||||
Common Stock Reserved | |||||
We reserved the following shares of common stock for the exercise of options, warrants and other contingent issuances of common stock, as of December 31, 2014: | |||||
Shares reserved for share based compensation | 13,360,690 | ||||
Shares reserved for warrants related to financing transactions | 23,078,181 | ||||
Total | 36,438,871 | ||||
Deferred_Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Note 16. Deferred Revenue |
Deferred revenue includes unamortized upfront licensing fees received of approximately $63,000. The up-front license fee is being amortized and recognized as revenue over a period of twelve years. |
401k_Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | Note 17. 401(k) Plan |
Our 401(k) Plan covers substantially all of our employees. Participants in the plan are permitted to contribute a fixed percentage of their total annual cash compensation to the plan (subject to the maximum employee contribution defined by law). We match 50% of employee contributions, up to a maximum of 6% of each employee’s eligible compensation in the form of shares of our common stock. We recorded an expense of $184,000 in 2014, $132,000 in 2013, and $130,000 in 2012 for our contributions under our 401(k) Plan. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Note 18. Income Taxes | ||||||||||||
Loss before income taxes is attributed to the following geographic locations for the years ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
United States | $ | 30,215,000 | $ | 26,080,000 | |||||||||
Foreign | 2,526,000 | 359,000 | |||||||||||
Total loss before income taxes | $ | 32,741,000 | $ | 26,439,000 | |||||||||
We follow authoritative guidance regarding accounting for uncertainty in income taxes, which prescribes a recognition threshold a tax position is required to meet before being recognized in the financial statements. As of December 31, 2014 and 2012, we have not recorded any unrecognized tax benefits. Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities at December 31 are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Capitalized research and development costs | $ | 66,212,000 | $ | 59,426,000 | |||||||||
Net operating losses | 57,261,000 | 56,906,000 | |||||||||||
Research and development credits | 9,798,000 | 8,931,000 | |||||||||||
Stock-based compensation | 1,124,000 | 1,063,000 | |||||||||||
Capital loss carryover | 254,000 | 541,000 | |||||||||||
Fixed assets | 393,000 | 452,000 | |||||||||||
Other | 3,930,000 | 1,289,000 | |||||||||||
138,972,000 | 128,608,000 | ||||||||||||
Valuation allowance | (138,972,000 | ) | (128,315,000 | ) | |||||||||
Total deferred tax assets | $ | — | $ | 293,000 | |||||||||
Deferred tax liability: | |||||||||||||
Intangible assets | — | (293,000 | ) | ||||||||||
Total deferred tax liability | $ | — | $ | (293,000 | ) | ||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $10,657,000 in 2014 and by approximately $10,270,000 in 2013. | |||||||||||||
As of December 31, 2014, we had the following: | |||||||||||||
• | Net operating loss carry forwards for federal income tax purposes of approximately $158,465,000 which expire in the years 2018 through 2034. This includes $1,792,000 of excess deductions from the exercise of stock options, the benefit of which will be recorded in additional paid-in-capital when realized | ||||||||||||
• | Federal research and development tax credits of approximately $6,178,000 which expire in the years 2018 through 2034. | ||||||||||||
• | Net operating loss carry forwards for state income tax purposes of approximately $40,241,000 which expire in the years 2015 through 2034. This includes $1,362,000 of excess deductions from the exercise of stock options, the benefit of which will be recorded in additional paid-in-capital when realized. | ||||||||||||
• | State research and development tax credits of approximately $5,484,000 ($3,619,000 net of federal tax effect) which do not expire. | ||||||||||||
• | Net operating loss carry forwards in foreign jurisdictions of approximately $8,208,000 which do not expire. | ||||||||||||
• | Capital loss carry forwards for federal and state income tax purposes of $746,000 which expire in the years 2015 through 2016. | ||||||||||||
Utilization of the federal and state net operating loss and federal and state research and development tax credit carry forwards may be subject to annual limitations due to the ownership percentage change provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the inability to fully offset future annual taxable income and could result in the expiration of the net operating loss carry forwards before utilization. Utilization of foreign net operating loss carry forwards may be limited or disallowed under similar foreign income tax provisions. | |||||||||||||
The effective tax rate as a percentage of income before income taxes differs from the statutory federal income tax rate (when applied to income before income taxes) for the years ended December 31 as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal income tax (benefit) rate | (34 | )% | (34 | )% | (34 | )% | |||||||
State income tax (benefit) rate | — | — | (3.3 | ) | |||||||||
Increase resulting from: | |||||||||||||
Expenses not deductible for taxes | 0.8 | 0.5 | 8.8 | ||||||||||
Increase in valuation allowance | 32.6 | 38.8 | 3.7 | ||||||||||
Change in state deferred tax rate | 0 | 1.1 | 17.7 | ||||||||||
Change in foreign deferred tax rate | 2.8 | 0.9 | 1.8 | ||||||||||
Expiration of tax attributes | 1.7 | 0.5 | 5.3 | ||||||||||
Prior year true up | 1.1 | (0.7 | ) | — | |||||||||
Tax credits | (2.4 | ) | (3.0 | ) | — | ||||||||
Warrant valuation | (2.5 | ) | (4.1 | ) | — | ||||||||
Effective tax (benefit) rate | 0 | % | 0 | % | 0 | % | |||||||
We did not have any unrecognized tax benefits at December 31, 2014. Our policy is to recognize interest and penalties related to income tax matters in income tax expense. Because we have no tax liabilities, no tax-related interest and penalties have been expensed in our consolidated statements of operations during 2014 or accrued as a liability in our consolidated balance sheets at December 31, 2014. We do not anticipate any significant changes to total unrecognized tax benefits as a result of settlement of audits or the expiration of statute of limitations within the next twelve months. | |||||||||||||
We file U.S. federal income tax returns, as well as tax returns with the State of California and the State of Rhode Island. Due to the carry forward of unutilized net operating losses and research and development credits, our federal tax returns from 1998 forward remain subject to examination by the Internal Revenue Service, and our State of California tax returns from 2001 forward and our State of Rhode Island tax returns from 2009 forward remain subject to examination by the respective state tax authorities. We file income tax returns in various foreign jurisdictions. Tax years from 2007 forward remain subject to examination by the appropriate foreign governmental agencies. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 19. Discontinued Operations |
In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge, UK, which includes the SC Proven reagent and cell culture business. We classified the historical results of this component as discontinued operations in our Consolidated Statement of Operations. At December 31, 2014, the remaining assets and liabilities of the discontinued operations included in our Consolidated Balance Sheets are not significant. | |
From the sale and wind-down of our SC Proven reagent and cell culture business, we received approximately $400,000 for certain business intellectual property rights, trade mark and records and approximately $75,000 for tangible assets. For the disposal of these assets, we recorded a net loss on disposal of assets of approximately $111,000 in our Consolidated Statement of Operations. | |
As a result of the disposition, we are no longer in the businesses of marketing and selling specialized cell culture products and antibody reagents through the SC Proven product line. |
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data | QUARTERLY FINANCIAL DATA (unaudited) | ||||||||||||||||
2014 Quarter Ended | |||||||||||||||||
December 31 | September 30 | June 30 | March 31 | ||||||||||||||
(In $ thousands, except per share amounts) | |||||||||||||||||
Continuing operations: | |||||||||||||||||
Total revenue | 883 | 82 | 23 | 24 | |||||||||||||
Operating expenses | 10,612 | 6,462 | 7,983 | 6,866 | |||||||||||||
Change in fair value of warrant liability | 2,327 | 4,076 | (3,654 | ) | (327 | ) | |||||||||||
Impairment of goodwill and other intangible assets | (2,440 | ) | — | — | — | ||||||||||||
Interest and other expense, net | (266 | ) | (316 | ) | (357 | ) | (394 | ) | |||||||||
Net loss from continuing operations | (10,108 | ) | (2,620 | ) | (11,971 | ) | (7,562 | ) | |||||||||
Discontinued operations: | |||||||||||||||||
Net loss from discontinued operations | (30 | ) | (137 | ) | (144 | ) | (58 | ) | |||||||||
Net loss from disposal of assets | (111 | ) | — | — | — | ||||||||||||
Basic and diluted net loss per share: | |||||||||||||||||
Continuing operations | $ | (0.15 | ) | $ | (0.04 | ) | $ | (0.21 | ) | $ | (0.14 | ) | |||||
Discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic and diluted net loss per share | $ | (0.15 | ) | $ | (0.04 | ) | $ | (0.21 | ) | $ | (0.14 | ) | |||||
2013 Quarter Ended | |||||||||||||||||
December 31 | September 30 | June 30 | March 31 | ||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
Continuing operations: | |||||||||||||||||
Total revenue | 45 | 38 | 33 | 56 | |||||||||||||
Operating expenses | 9,341 | 6,628 | 6,131 | 6,165 | |||||||||||||
Change in fair value of warrant liability | 2,828 | (144 | ) | 758 | (189 | ) | |||||||||||
Interest and other income (expense), net | (380 | ) | (392 | ) | (405 | ) | 30 | ||||||||||
Net loss from continuing operations | (6,848 | ) | (7,126 | ) | (5,745 | ) | (6,268 | ) | |||||||||
Discontinued operations: | |||||||||||||||||
Net loss from discontinued operations | (115 | ) | (66 | ) | (124 | ) | (149 | ) | |||||||||
Basic and diluted net loss per share: | |||||||||||||||||
Continuing operations | $ | (0.13 | ) | $ | (0.17 | ) | $ | (0.14 | ) | $ | (0.16 | ) | |||||
Discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Basic and diluted net loss per share | $ | (0.13 | ) | $ | (0.17 | ) | $ | (0.15 | ) | $ | (0.17 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Nature of Business | Nature of Business | ||||||||||||
StemCells, Inc., a Delaware corporation, is a biopharmaceutical company that operates in one segment, the research, development, and commercialization of cell-based therapeutics and related technologies. | |||||||||||||
The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern. Since inception, we have incurred annual losses and negative cash flows from operations and have an accumulated deficit of approximately $420 million at December 31, 2014. We have not derived significant revenue from the sale of products, and do not expect to receive significant revenue from product sales for at least several years. We may never be able to realize sufficient revenue to achieve or sustain profitability in the future. | |||||||||||||
We expect to incur additional operating losses over the foreseeable future. We have limited liquidity and capital resources and must obtain significant additional capital and other resources in order to sustain our product development efforts, to provide funding for the acquisition of technologies and intellectual property rights, preclinical and clinical testing of our anticipated products, pursuit of regulatory approvals, acquisition of capital equipment, laboratory and office facilities, establishment of production capabilities, general and administrative expenses and other working capital requirements. We rely on our cash reserves, proceeds from equity and debt offerings, proceeds from the transfer or sale of intellectual property rights, equipment, facilities or investments, government grants and funding from collaborative arrangements, to fund our operations. Funding may not be available when needed — at all or on terms acceptable to us. If we exhaust our cash reserves and are unable to obtain adequate financing, we may be unable to meet our operating obligations and we may be required to initiate bankruptcy proceedings. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. | |||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||
The consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd (SCS), and Stem Cell Sciences (UK) Ltd (SCS UK). All significant intercompany accounts and transactions have been eliminated. | |||||||||||||
Reclassifications | Reclassifications | ||||||||||||
Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. | |||||||||||||
Significant estimates include the following: | |||||||||||||
• | the fair value of share-based awards recognized as compensation (see Note 10, “Stock-Based Compensation”); | ||||||||||||
• | valuation allowance against net deferred tax assets (see Note 18, “Income Taxes”); | ||||||||||||
• | the fair value of warrants recorded as a liability (see Note 13, “Warrant Liability”); and | ||||||||||||
Financial Instruments | Financial Instruments | ||||||||||||
Cash Equivalents and Marketable Securities | |||||||||||||
All money market and highly liquid investments with a maturity of 90 days or less at the date of purchase are classified as cash equivalents. Highly liquid investments with maturities of 365 days or less not previously classified as cash equivalents are classified as marketable securities, current. Investments with maturities greater than 365 days are classified as marketable securities, non-current. | |||||||||||||
Trade and Other Receivables | |||||||||||||
Our receivables generally consist of interest income on our financial instruments, revenue from licensing agreements and grants, revenue from product sales, and rent from our sub-lease tenants. Because dollar amounts for individual transactions related to our product sales are not material and because we have a broad customer base, we regard the associated credit risk to be minimal. In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge, UK which includes our SC Proven product line. | |||||||||||||
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments | ||||||||||||
The estimated fair values of cash and cash equivalents, receivables and accounts payable approximates their carrying values due to the short maturities of these instruments. | |||||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||||||
Property, plant and equipment, including those held under capital lease, are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, or the lease term if shorter, as follows: | |||||||||||||
Building and improvements | 3 - 20 years | ||||||||||||
Machinery and equipment | 3 - 10 years | ||||||||||||
Furniture and fixtures | 3 - 10 years | ||||||||||||
Repairs and maintenance costs are expensed as incurred. | |||||||||||||
Discontinued Operations | Discontinued Operations | ||||||||||||
The results of operations of a business that either has been disposed of or is classified as held-for-sale are reported in discontinued operations if the operations and cash flows of the component have been or will be eliminated from our ongoing operations as a result of the disposal transaction and we will not have any significant continuing involvement in the operations of the component after the disposal transaction. We present the operations of a business that meet this criteria as a discontinued operation, and retrospectively reclassify operating results for all prior periods presented. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. The results of operations for this component have been classified as discontinued operations for all periods in our Consolidated Statement of Operations. | |||||||||||||
Goodwill | Goodwill | ||||||||||||
Goodwill is not amortized but subject to annual impairment tests. On April 1, 2009, we acquired the operations of SCS for an aggregate purchase price of approximately $5,135,000. Approximately 42% of the purchase price was allocated to Goodwill. The acquired operations included proprietary cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells; expertise and infrastructure for providing cell-based assays for drug discovery; a cell culture products business; and an intellectual property portfolio with claims relevant to cell processing, reprogramming and manipulation, as well as to gene targeting and insertion. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. We also determined that we could not predict the future cash flows if any from the intellectual property portfolio acquired. Based on these factors, we determined that the Goodwill related to the acquisition was impaired and wrote off its carrying value of approximately $1,910,000. | |||||||||||||
Intangible Assets (Patent and License Costs) | Intangible Assets (Patent and License Costs) | ||||||||||||
Other intangible assets, net were approximately $357,000 at December 31, 2014. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited. Intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In December 2011, in part because of management’s decision to focus on our therapeutic product development programs and not to allocate time and resources to the assays technology, we determined that we could not predict the future cash flows from the intangible IPR&D asset related to the assays technology. Therefore, we determined that the intangible asset was impaired and wrote off the approximately $655,000 carrying value of the asset. Similarly, in December 2014, based on our decision to focus all of our efforts on moving our clinical programs forward, we determined we could not predict the future cash flows from the intangible IPR&D asset related to our Transgenic Rat Program and determined that the intangible asset was impaired and wrote off the approximately $530,000 carrying value of the asset. | |||||||||||||
Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patent and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs are expensed as incurred. License costs are capitalized and amortized over the estimated life of the license agreement. | |||||||||||||
Impairment of Long-Lived Tangible Assets | Impairment of Long-Lived Tangible Assets | ||||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property, plant, and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its estimated fair market value. In 2012, we recorded a charge of approximately $28,000 to adjust the fair value of certain lab equipment we expect to dispose. No such impairment was recognized during the year 2013 and 2014. | |||||||||||||
Loan Payable | Loan Payable | ||||||||||||
In April 2013, we entered into a Loan Agreement with Silicon Valley Bank (SVB) and received loan proceeds of $9,900,000, net of a $100,000 cash discount. The loan has a three-year term and bears interest at an annual rate of 6%. The loan obligations are secured by a first priority security interest on substantially all of our assets excluding intellectual property. There is also a final $1,000,000 fee payable at the end of the term which is being expensed over the term of the loan using the effective interest method. In conjunction with the Loan Agreement, we issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. The warrant is immediately exercisable and expires in April 2023. We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model. We applied the relative fair value method to allocate the $9,900,000 net proceeds between the loan and warrant. The approximately $388,000 fair value allocated to the warrant was recorded as an increase to additional paid-in capital and as a discount to loan payable. Approximately $9,512,000 was assigned to the loan and was recorded as the initial carrying amount of the loan payable, net of discount. The approximately $388,000 fair value of the warrant and the $100,000 cash discount are both being amortized as additional interest expense over the term of the loan using the effective interest rate method. We also incurred loan issuance costs of approximately $117,000, which are recorded as deferred financing costs on the accompanying consolidated balance sheet and are being amortized to interest expense over the term of the Loan Agreement using the effective interest rate method. The effective interest rate used to amortize the deferred financing costs and the discount (including the fair value of the warrant and the cash discount), and for the accretion of the final payment, is 9.0%. | |||||||||||||
In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (CIRM) under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. | |||||||||||||
Warrant Liability | Warrant Liability | ||||||||||||
We account for our warrants in accordance with U.S. GAAP which defines how freestanding contracts that are indexed to and potentially settled in a company’s own stock should be measured and classified. Authoritative accounting guidance prescribes that only warrants issued by us under contracts that cannot be net-cash settled, and are both indexed to and settled in our common stock, can be classified as equity. As part of both our November 2008 and November 2009 financings, we issued warrants with five year terms to purchase 1,034,483 and 400,000 shares of our common stock at $23.00 and $15.00 per share, respectively. The 1,034,483 warrants issued as part of the November 2008 financing, expired unexercised by their own terms in May 2014. As part of our December 2011 financing, we issued Series A Warrants with a five year term to purchase 8,000,000 shares at $1.40 per share and Series B Warrants with a ninety trading day term to purchase 8,000,000 units at $1.25 per unit. Each unit underlying the Series B Warrants consisted of one share of our common stock and one Series A Warrant. In the first and second quarter of 2012, an aggregate of 2,700,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 2,700,000 shares of our common stock and 2,700,000 Series A Warrants. The remaining 5,300,000 Series B Warrants expired unexercised by their terms on May 2, 2012. As terms of the warrants issued in 2009, as well as the Series A Warrants, do not meet the specific conditions for equity classification, we are required to classify the fair value of these warrants as a liability, with subsequent changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The fair value of the warrants issued in the 2009 financing is determined using the Black-Scholes-Merton (Black-Scholes) option pricing model and the fair value of the Series A Warrants is determined using a Monte Carlo simulation model (see Note 13, “Warrant Liability”). The fair value is affected by changes in inputs to these models including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The use of a Monte Carlo simulation model requires input of additional assumptions including the progress of our R&D programs and its affect on potential future financings. We will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. The estimated fair value of our warrant liability at December 31, 2014, was approximately $1,685,000. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
We recognize revenue resulting from licensing agreements, government grants, and product sales. | |||||||||||||
Licensing agreements — We currently recognize revenue resulting from the licensing and use of our technology and intellectual property. Such licensing agreements may contain multiple elements, such as up-front fees, payments related to the achievement of particular milestones and royalties. Revenue from up-front fees for licensing agreements that contain multiple elements are generally deferred and recognized on a straight-line basis over the term of the agreement. Fees associated with substantive at risk performance-based milestones are recognized as revenue upon completion of the scientific or regulatory event specified in the agreement, and royalties received are recognized as earned. Revenue from licensing agreements is recognized net of a fixed percentage due to licensors as royalties. | |||||||||||||
Government grants — Grant revenue from government agencies are funds received to cover specific expenses and are recognized as earned upon either the incurring of reimbursable expenses directly related to the particular research plan or the completion of certain development milestones as defined within the terms of the relevant collaborative agreement or grant. | |||||||||||||
Product sales — We currently recognize revenue from the sale of products when the products are shipped, title to the products are transferred to the customer, when no further contingencies or material performance obligations are warranted, and thereby earning the right to receive reasonably assured payments for products sold and delivered. Cost of product sales includes labor, raw materials and shipping supplies. In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge, UK which includes our SC Proven product line. Product sales and its related costs are included in net loss from discontinued operations for all periods presented in our Consolidated Statement of Operations. | |||||||||||||
Research and Development Costs | Research and Development Costs | ||||||||||||
Our research and development expenses consist primarily of salaries and related personnel expenses; costs associated with clinical trials and regulatory submissions; costs associated with preclinical activities such as toxicology studies; certain patent-related costs such as licensing; facilities-related costs such as depreciation; lab equipment and supplies. Clinical trial expenses include payments to vendors such as clinical research organizations, contract manufacturers, clinical trial sites, laboratories for testing clinical samples and consultants. All research and development costs are expensed as incurred. | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
We expense the estimated fair value of our stock-based compensation awards. The estimated fair value is calculated using the Black-Scholes model. The compensation cost we record for these awards are based on their grant-date fair value as estimated and amortized over their vesting period. At the end of each reporting period we estimate forfeiture rates based on our historical experience within separate groups of employees and adjust stock-based compensation expense accordingly. See Note 10, “Stock-Based Compensation” for further information. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
When accounting for income taxes, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. | |||||||||||||
Developing our provision for income taxes and analyzing our uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, any valuation allowances that may be required for deferred tax assets. | |||||||||||||
We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on such evidence that can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: | |||||||||||||
• | cumulative losses in recent years; | ||||||||||||
• | income/losses expected in future years; and | ||||||||||||
• | the applicable statute of limitations. | ||||||||||||
Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. | |||||||||||||
We concluded that the realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Deferred tax liabilities related to indefinite-lived assets that cannot be used as a source of taxable income to support the realization of deferred tax assets are reported as a net deferred tax liability. | |||||||||||||
Net Loss per Share | Net Loss per Share | ||||||||||||
Basic net loss per share is computed based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share is computed based on the weighted-average number of shares of our common stock and other dilutive securities. | |||||||||||||
The following are the basic and dilutive net loss per share computations for the last three fiscal years: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss from continuing operations | $ | (32,260,663 | ) | $ | (25,986,692 | ) | $ | (27,971,259 | ) | ||||
Net loss from discontinued operations | (480,611 | ) | (452,467 | ) | (519,894 | ) | |||||||
Net loss | $ | (32,741,274 | ) | $ | (26,439,159 | ) | $ | (28,491,153 | ) | ||||
Weighted average shares outstanding used to compute basic and diluted net loss per share | 61,612,957 | 43,422,001 | 28,824,417 | ||||||||||
Basic and diluted net loss per share from continuing operations | $ | (0.52 | ) | $ | (0.60 | ) | $ | (0.97 | ) | ||||
Basic and diluted net loss per share from discontinued operations | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Basic and diluted net loss per share | $ | (0.53 | ) | $ | (0.61 | ) | $ | (0.99 | ) | ||||
Outstanding options, warrants and restricted stock units were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive for all periods presented below: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Outstanding options | 302,729 | 428,258 | 447,359 | ||||||||||
Restricted stock units | 3,374,940 | 3,326,282 | 1,534,200 | ||||||||||
Outstanding warrants | 23,478,181 | 16,267,659 | 9,935,912 | ||||||||||
Total | 27,155,850 | 20,022,199 | 11,917,471 | ||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||||||
Comprehensive income (loss) is comprised of net losses and other comprehensive income (or “OCI”). OCI includes certain changes in stockholders’ equity that are excluded from net losses. Specifically, we include in OCI changes in unrealized gains and losses on our marketable securities and unrealized gains and losses on foreign currency translations. | |||||||||||||
The components of our accumulated OCI, as of December 31 of each year shown, are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Unrealized gain on foreign currency translation | $ | 65,390 | $ | 252,101 | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This update is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not expect the adoption of ASU 2014-15 to have a significant impact on our Consolidated Financial Statements or related disclosures. | |||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in ASU 2014-08 change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under this guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. This guidance is effective prospectively for all disposals of components of an entity that occur with annual periods beginning on or after December 15, 2014, and interim periods therein. We do not expect the adoption of ASU 2014-15 to have a significant impact on our Consolidated Financial Statements or related disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Estimated Useful Lives of Assets | Property, plant and equipment, including those held under capital lease, are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, or the lease term if shorter, as follows: | ||||||||||||
Building and improvements | 3 - 20 years | ||||||||||||
Machinery and equipment | 3 - 10 years | ||||||||||||
Furniture and fixtures | 3 - 10 years | ||||||||||||
Basic and Dilutive Net Loss per Share Computations | The following are the basic and dilutive net loss per share computations for the last three fiscal years: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss from continuing operations | $ | (32,260,663 | ) | $ | (25,986,692 | ) | $ | (27,971,259 | ) | ||||
Net loss from discontinued operations | (480,611 | ) | (452,467 | ) | (519,894 | ) | |||||||
Net loss | $ | (32,741,274 | ) | $ | (26,439,159 | ) | $ | (28,491,153 | ) | ||||
Weighted average shares outstanding used to compute basic and diluted net loss per share | 61,612,957 | 43,422,001 | 28,824,417 | ||||||||||
Basic and diluted net loss per share from continuing operations | $ | (0.52 | ) | $ | (0.60 | ) | $ | (0.97 | ) | ||||
Basic and diluted net loss per share from discontinued operations | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Basic and diluted net loss per share | $ | (0.53 | ) | $ | (0.61 | ) | $ | (0.99 | ) | ||||
Outstanding Options, Warrants and Restricted Stock Units | Outstanding options, warrants and restricted stock units were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive for all periods presented below: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Outstanding options | 302,729 | 428,258 | 447,359 | ||||||||||
Restricted stock units | 3,374,940 | 3,326,282 | 1,534,200 | ||||||||||
Outstanding warrants | 23,478,181 | 16,267,659 | 9,935,912 | ||||||||||
Total | 27,155,850 | 20,022,199 | 11,917,471 | ||||||||||
Summary of Components of Accumulated OCI | The components of our accumulated OCI, as of December 31 of each year shown, are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Unrealized gain on foreign currency translation | $ | 65,390 | $ | 252,101 | |||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||
Cash and Cash Equivalents | The following table summarizes the fair value of our cash and cash equivalents: | ||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gains | Losses | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Cash | $ | 1,398,928 | $ | — | $ | — | $ | 1,398,928 | |||||||||
Cash equivalents (money market accounts) | 23,588,675 | — | — | 23,588,675 | |||||||||||||
Total cash, cash equivalents, and marketable securities | $ | 24,987,603 | $ | — | $ | — | $ | 24,987,603 | |||||||||
December 31, 2013 | |||||||||||||||||
Cash | $ | 1,355,281 | $ | — | $ | — | $ | 1,355,281 | |||||||||
Cash equivalents (money market accounts) | 29,230,143 | — | — | 29,230,143 | |||||||||||||
Total cash, cash equivalents, and marketable securities | $ | 30,585,424 | $ | — | $ | — | $ | 30,585,424 | |||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Financial Assets and Liabilities Measured at Fair Value | The following table presents our financial assets and liabilities measured at fair value as of December 31, 2014: | ||||||||||||
Fair Value Measurement | |||||||||||||
at Reporting Date Using | |||||||||||||
Quoted Prices | Unobservable | As of | |||||||||||
in Active Markets for | Inputs | December 31, | |||||||||||
Identical Assets | (Level 3) | 2014 | |||||||||||
(Level 1) | |||||||||||||
Financial assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds | $ | 421,418 | $ | — | $ | 421,418 | |||||||
U.S. Treasury debt obligations | 23,167,257 | — | 23,167,257 | ||||||||||
Total financial assets | $ | 23,588,675 | $ | — | $ | 23,588,675 | |||||||
Financial liabilities | |||||||||||||
Loan payable net of discounts | $ | — | $ | 15,020,417 | $ | 15,020,417 | |||||||
Warrant liabilities | — | 1,684,551 | 1,684,551 | ||||||||||
Total financial liabilities | $ | — | $ | 16,704,968 | $ | 16,704,968 | |||||||
Roll Forward for Financial Assets and Liabilities Measured at Fair Value Using Significant Other Observable Inputs (Level 2) | The following table presents a roll forward for financial assets and liabilities measured at fair value using significant other observable inputs (Level 2) for 2014. | ||||||||||||
Level 2 | Settled | Level 2 | |||||||||||
Beginning | $ | Ending | |||||||||||
Balance 12/31/13 | Balance 12/31/14 | ||||||||||||
$ | $ | ||||||||||||
Bond obligation | 125,000 | (125,000 | ) | — | |||||||||
Roll Forward for Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table presents a roll forward for liabilities measured at fair value using significant unobservable inputs (Level 3) for 2014. | ||||||||||||
Warrant | |||||||||||||
Liabilities | |||||||||||||
Balance at December 31, 2013 | $ | 5,541,809 | |||||||||||
Less fair value of warrants exercised | (1,434,807 | ) | |||||||||||
Add change in fair value of warrants | (2,422,451 | ) | |||||||||||
Balance at December 31, 2014 | $ | 1,684,551 | |||||||||||
Loan | |||||||||||||
Payable | |||||||||||||
Balance at December 31, 2013 | $ | 12,909,244 | |||||||||||
Add loan proceeds | 5,775,543 | ||||||||||||
Less repayments of principal | (3,857,971 | ) | |||||||||||
Add accretion of discount | 193,601 | ||||||||||||
Balance at December 31, 2014 | $ | 15,020,417 | |||||||||||
Current portion | $ | 4,686,388 | |||||||||||
Non-current portion | 10,334,029 | ||||||||||||
Balance at December 31, 2014 | $ | 15,020,417 | |||||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Summary of Property, Plant and Equipment Balances | Property, plant and equipment balances at December 31 are summarized below: | ||||||||
2014 | 2013 | ||||||||
Building and improvements | $ | 6,794,556 | $ | 6,751,393 | |||||
Machinery and equipment | 8,161,291 | 7,837,140 | |||||||
Furniture and fixtures | 639,909 | 602,599 | |||||||
15,595,756 | 15,191,132 | ||||||||
Less accumulated depreciation and amortization | (10,408,798 | ) | (9,886,448 | ) | |||||
Property, plant and equipment, net | $ | 5,186,958 | $ | 5,304,684 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||
Purchase Price Allocated | At April 1, 2009, the purchase price was allocated as follows: | ||||||||||||||||||||||||||||
Allocated | Estimated Life of | ||||||||||||||||||||||||||||
Purchase | Intangible Assets | ||||||||||||||||||||||||||||
Price | in Years | ||||||||||||||||||||||||||||
Net tangible assets | $ | 36,000 | |||||||||||||||||||||||||||
Intangible assets: | |||||||||||||||||||||||||||||
Customer relationships and developed technology | 1,310,000 | 6 to 9 | |||||||||||||||||||||||||||
In process research and development | 1,340,000 | N/A | |||||||||||||||||||||||||||
Trade name | 310,000 | 15 | |||||||||||||||||||||||||||
Goodwill | 2,139,000 | N/A | |||||||||||||||||||||||||||
Total | $ | 5,135,000 | |||||||||||||||||||||||||||
Changes in Goodwill | The following table represents changes in goodwill in 2014: | ||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 2,139,294 | |||||||||||||||||||||||||||
Net deferred tax liability related to indefinite lived IPR&D | (110,735 | ) | |||||||||||||||||||||||||||
Foreign currency translation | (118,497 | ) | |||||||||||||||||||||||||||
Impairment | (1,910,062 | ) | |||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | — | |||||||||||||||||||||||||||
Components of Other Intangible Assets | The components of our other intangible assets at December 31, 2014 are summarized below: | ||||||||||||||||||||||||||||
Other Intangible Asset Class | Cost | Accumulated | Proceeds | Foreign Currency | Write Off/ | Net Carrying | Weighted- | ||||||||||||||||||||||
Amortization | from sale | Translation | Impairment | Amount | Average | ||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||||||
Period | |||||||||||||||||||||||||||||
Related to SC Proven product line | $ | 1,620,000 | $ | (1,200,186 | ) | $ | (400,000 | ) | $ | 167,038 | $ | (186,852 | ) | $ | — | 8.0 years | |||||||||||||
In-process research and development | 1,340,000 | (270,687 | ) | — | 115,748 | (1,185,061 | ) | — | Indefinite | ||||||||||||||||||||
Patents | 1,243,612 | (886,723 | ) | — | — | — | 356,889 | 17.0 years | |||||||||||||||||||||
Total other intangible assets | $ | 4,203,612 | $ | (2,357,596 | ) | $ | (400,000 | ) | $ | 282,786 | $ | (1,371,913 | ) | $ | 356,889 | 11.9 years | |||||||||||||
Expected Future Annual Amortization Expense | The expected future annual amortization expense for each of the next five years based on current balances of our intangible assets is as follows: | ||||||||||||||||||||||||||||
For the year ending December 31: | |||||||||||||||||||||||||||||
2015 | $ | 83,265 | |||||||||||||||||||||||||||
2016 | $ | 75,496 | |||||||||||||||||||||||||||
2017 | $ | 54,923 | |||||||||||||||||||||||||||
2018 | $ | 27,978 | |||||||||||||||||||||||||||
2019 | $ | 27,978 |
Other_Assets_Tables
Other Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Summary of Other Assets, Non-Current | Other assets, non-current at December 31 are summarized below: | ||||||||
2014 | 2013 | ||||||||
Security deposit (buildings and equipment lease) | $ | 373,717 | $ | 413,717 | |||||
Accounts_Payable_Tables
Accounts Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Accounts Payable | Accounts payable at December 31 are summarized below: | ||||||||
2014 | 2013 | ||||||||
External services | $ | 1,352,710 | $ | 863,030 | |||||
Supplies | 339,762 | 263,866 | |||||||
Other | 126,359 | 25,007 | |||||||
Total accounts payable | $ | 1,818,831 | $ | 1,151,903 | |||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Accrued Expenses | Accrued expenses at December 31 are summarized below: | ||||||||
2014 | 2013 | ||||||||
External services | $ | 2,152,770 | $ | 1,191,048 | |||||
Employee compensation | 2,415,826 | 2,655,242 | |||||||
Other | 301,114 | 221,626 | |||||||
Total accrued expenses and other current liabilities | $ | 4,869,710 | $ | 4,067,916 | |||||
Other_LongTerm_Liabilities_Tab
Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Schedule of Other Long-Term Liabilities | |||||||||
2014 | 2013 | ||||||||
Accrued interest on loan payable | $ | 1,093,568 | $ | 497,134 | |||||
Employee compensation | 156,439 | 186,439 | |||||||
Net deferred tax liability | — | 117,815 | |||||||
Total other long-term liabilities | $ | 1,250,007 | $ | 801,388 | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation Expense | Our stock-based compensation expense for the last three fiscal years was as follows: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Research and development expense | $ | 608,840 | $ | 1,219,308 | $ | 1,280,298 | |||||||||||
General and administrative expense | 1,426,058 | 1,389,362 | 1,597,836 | ||||||||||||||
Total stock-based compensation expense and effect on net loss | $ | 2,034,898 | $ | 2,608,670 | $ | 2,878,134 | |||||||||||
Schedule of Fair Value Option Award, Assumptions | The weighted-average assumptions used for the last three fiscal years are as follows: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected term (years)(1) | 4.2 | 5.1 | 6.4 | ||||||||||||||
Risk-free interest rate(2) | 1.3 | % | 1.2 | % | 1.4 | % | |||||||||||
Expected volatility(3) | 78.7 | % | 89.3 | % | 78.4 | % | |||||||||||
Expected dividend yield(4) | 0 | % | 0 | % | 0 | % | |||||||||||
-1 | The expected term represents the period during which our stock-based awards are expected to be outstanding. We estimated this amount based on historical experience of similar awards, giving consideration to the contractual terms of the awards, vesting requirements, and expectation of future employee behavior, including post-vesting terminations. | ||||||||||||||||
-2 | The risk-free interest rate is based on U.S. Treasury debt securities with maturities close to the expected term of the option as of the date of grant. | ||||||||||||||||
-3 | Expected volatility is based on historical volatility over the most recent historical period equal to the length of the expected term of the option as of the date of grant. | ||||||||||||||||
-4 | We have neither declared nor paid dividends on any share of common stock and we do not expect to do so in the foreseeable future. | ||||||||||||||||
Stock Option Activity | A summary of our stock option activity and related information for the last three fiscal years is as follows: | ||||||||||||||||
Outstanding Options | |||||||||||||||||
Number of | Weighted- | Weighted-Average | Aggregate | ||||||||||||||
Shares | Average | Remaining | Intrinsic | ||||||||||||||
Exercise Price | Contractual Term | Value(1) | |||||||||||||||
Balance at December 31, 2011 | 875,498 | $ | 20.13 | 5.5 | $ | — | |||||||||||
Granted | — | — | |||||||||||||||
Exercised | (3,629 | ) | $ | 1 | $ | 4,319 | |||||||||||
Cancelled (forfeited and expired) | (424,510 | ) | $ | 20.86 | |||||||||||||
Balance at December 31, 2012 | 447,359 | $ | 19.59 | 5.1 | $ | 2,175 | |||||||||||
Granted | — | ||||||||||||||||
Exercised | (3,452 | ) | $ | 1 | $ | 2,214 | |||||||||||
Cancelled (forfeited and expired) | (15,649 | ) | $ | 13.06 | |||||||||||||
Balance at December 31, 2013 | 428,258 | $ | 19.97 | 4.3 | $ | — | |||||||||||
Granted | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||
Cancelled (forfeited and expired) | (125,529 | ) | $ | 24.3 | |||||||||||||
Balance at December 31, 2014 | 302,729 | $ | 18.18 | 3.3 | $ | — | |||||||||||
Exercisable at December 31, 2014 | 302,729 | $ | 18.18 | 3.3 | $ | — | |||||||||||
Vested and expected to vest(2) | 302,729 | $ | 18.18 | 3.3 | $ | — | |||||||||||
-1 | Aggregate intrinsic value represents the value of the closing price per share of our common stock on the last trading day of the fiscal period in excess of the exercise price multiplied by the number of options outstanding or exercisable, except for the “Exercised” line, which uses the closing price on the date exercised. | ||||||||||||||||
-2 | Number of shares includes options vested and those expected to vest net of estimated forfeitures. | ||||||||||||||||
Summary of Changes in Unvested Options | The following is a summary of changes in unvested options: | ||||||||||||||||
Unvested Options | Number of | Weighted | |||||||||||||||
Options | Average | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Unvested options at December 31, 2013 | 18,466 | $ | 8.11 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (16,666 | ) | $ | 8.3 | |||||||||||||
Cancelled | (1,800 | ) | $ | 6.39 | |||||||||||||
Unvested options at December 31, 2014 | — | — | |||||||||||||||
Weighted Average Exercise Price and Remaining Term Information about Significant Option Groups Outstanding | The following table presents weighted average exercise price and remaining term information about significant option groups outstanding at December 31, 2014: | ||||||||||||||||
Options Outstanding at December 31, 2014 | |||||||||||||||||
Range of | Number | Weighted Average | Weighted Average | Aggregate Intrinsic | |||||||||||||
Exercise Prices | Outstanding | Remaining | Exercise | Value at December 31, | |||||||||||||
Term (Yrs.) | Price | 2014 | |||||||||||||||
Less than $10.00 | 300 | 5.5 | $ | 8.9 | $ | — | |||||||||||
$10.00 - $19.99 | 170,170 | 4.4 | $ | 11.85 | — | ||||||||||||
$20.00 - $29.99 | 107,959 | 2.1 | $ | 23.24 | — | ||||||||||||
$30.00 - $39.99 | 17,800 | 1.1 | $ | 36.7 | — | ||||||||||||
$40.00 - $49.99 | 4,500 | 0.7 | $ | 47.89 | — | ||||||||||||
$50.00 - $59.99 | 2,000 | 0.7 | $ | 53.85 | — | ||||||||||||
302,729 | 3.3 | $ | 18.18 | $ | — | ||||||||||||
Vested Options Outstanding at December 31, 2014 | |||||||||||||||||
Range of Exercise Prices | Number | Weighted Average | |||||||||||||||
Outstanding | Exercise Price | ||||||||||||||||
Less than $10.00 | 300 | $ | 8.9 | ||||||||||||||
$10.00 - $19.99 | 170,170 | $ | 11.85 | ||||||||||||||
$20.00 - $29.99 | 107,959 | $ | 23.24 | ||||||||||||||
$30.00 - $39.99 | 17,800 | $ | 36.7 | ||||||||||||||
$40.00 - $49.99 | 4,500 | $ | 47.89 | ||||||||||||||
$50.00 - $59.99 | 2,000 | $ | 53.85 | ||||||||||||||
302,729 | $ | 18.18 | |||||||||||||||
Summary of Restricted Stock Unit Activity | A summary of our restricted stock unit activity for the year ended December 31, 2014 is as follows: | ||||||||||||||||
Number of | Weighted Average | ||||||||||||||||
RSUs | Grant Date Fair | ||||||||||||||||
Value | |||||||||||||||||
Outstanding at January 1, 2014 | 3,326,282 | $ | 1.68 | ||||||||||||||
Granted(1) | 1,674,874 | $ | 1.5 | ||||||||||||||
Vested and exercised | (851,216 | ) | $ | 1.71 | |||||||||||||
Cancelled | (775,000 | ) | $ | 1.8 | |||||||||||||
Outstanding at December 31, 2014 | 3,374,940 | $ | 1.55 | ||||||||||||||
-1 | 228,874 of these restricted stock units vest and convert into shares of our common stock after one year from the date of grant. 150,000 of these restricted stock units vest and convert into shares of our common stock over a three year period from the date of grant: one-third of the award will vest on each grant date anniversary following the grant. 1,296,000 of these restricted stock units vest and convert into shares of our common stock over a four year period from the date of grant: one-fourth of the award will vest on each grant date anniversary following the grant. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||
Summary of Components of Rent Expense | The table below summarizes the components of rent expense for the fiscal year ended December 31, as follows: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Rent expense | $ | 1,955,747 | $ | 2,612,899 | $ | 2,932,104 | |||||||||||
Sublease income | — | (53,726 | ) | (411,885 | ) | ||||||||||||
Rent expense, net | $ | 1,955,747 | $ | 2,559,173 | $ | 2,520,219 | |||||||||||
Future Minimum Payments Under All Leases and Loan Payable | Future minimum payments under all leases and loan payable at December 31, 2014 are as follows: | ||||||||||||||||
Loan1 | Loan | Capital | Operating | ||||||||||||||
Payable CIRM | Payable SVB | Leases | Leases | ||||||||||||||
2015 | $ | 679,166 | $ | 4,322,035 | $ | 21,591 | $ | 1,981,461 | |||||||||
2016 | 1,440,678 | 9,454 | 1,968,459 | ||||||||||||||
2017 | — | — | 2,014,706 | ||||||||||||||
2018 | — | — | 2,061,260 | ||||||||||||||
2019 | — | — | 2,108,130 | ||||||||||||||
Thereafter | — | — | 6,088,780 | ||||||||||||||
Total minimum lease and loan payments | 679,166 | 5,762,713 | 31,045 | $ | 16,222,796 | ||||||||||||
Less amounts representing interest | 240,899 | 1,624 | |||||||||||||||
Principal amounts of bond payable, loan payable and capital lease obligations | 679,166 | 5,521,814 | 29,421 | ||||||||||||||
Less current maturities | 679,166 | 4,099,319 | 20,191 | ||||||||||||||
Bond payable, loan payable and capital lease obligations, less current maturities | $ | — | $ | 1,422,495 | $ | 9,230 | |||||||||||
1 | An aggregate of approximately $9.2 million of principal and accrued interest under the CIRM Loan Agreement is not included. In April 2013, we entered into an agreement with the CIRM under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. |
Warrant_Liability_Tables
Warrant Liability (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Assumptions Used for Simulation Model | The assumptions used for the Monte Carlo simulation model to value the outstanding Series A Warrants at December 31, 2014 are as follows: | ||||||||||||
Risk-free interest rate per year | 0.7 | % | |||||||||||
Expected volatility per year | 53.4 | % | |||||||||||
Expected dividend yield | 0 | % | |||||||||||
Expected life (years) | 2 | ||||||||||||
Summary of Changes in Fair Value of Warrant Liability | The following table is a summary of the changes in fair value of warrant liability for the Series A Warrants in 2014: | ||||||||||||
Series A | |||||||||||||
Number of | Fair value $ | ||||||||||||
Warrants | |||||||||||||
Balance at December 31, 2013 | 8,116,895 | $ | 5,541,809 | ||||||||||
Less exercised | (1,180,015 | ) | (1,434,807 | ) | |||||||||
Changes in fair value | — | (2,422,451 | ) | ||||||||||
Balance at December 31, 2014 | 6,936,880 | $ | 1,684,551 | ||||||||||
Summary of Warrant Liability | The following table is a summary of our warrant liability as of December 31, 2014: | ||||||||||||
Warrants | Number Outstanding | Exercise Price ($) | Fair value | ||||||||||
per share | |||||||||||||
Warrants issued in 2009 | 400,000 | 15 | — | ||||||||||
Series A Warrants | 6,936,880 | 1.4 | 1,684,551 | ||||||||||
Total | 7,336,880 | $ | 1,684,551 | ||||||||||
Loan_Payable_Tables
Loan Payable (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Summary of Changes in Carrying Value of Loan Payable | The following table is a summary of the changes in the carrying value of our loan payable in 2014: | ||||||||||||
Silicon Valley | CIRM Loan | Total | |||||||||||
Bank Loan | |||||||||||||
Loan payable at December 31, 2013 | $ | 9,088,980 | $ | 3,820,264 | $ | 12,909,244 | |||||||
Additional loan proceeds | — | 5,775,543 | 5,775,543 | ||||||||||
Repayment of principal | (3,857,971 | ) | — | (3,857,971 | ) | ||||||||
Accretion of discount | 193,601 | — | 193,601 | ||||||||||
Carrying value of loan payable at 12/31/2014 (current and non-current) | $ | 5,424,610 | $ | 9,595,807 | $ | 15,020,417 | |||||||
Carrying value of loan payable, current portion | $ | 4,007,222 | $ | 679,166 | $ | 4,686,388 | |||||||
Carrying value of loan payable, non-current portion | 1,417,388 | 8,916,641 | 10,334,029 | ||||||||||
Total loan payable at December 31, 2014 | $ | 5,424,610 | $ | 9,595,807 | $ | 15,020,417 | |||||||
Silicon Valley Bank Loan Agreement Warrant [Member] | |||||||||||||
Assumptions Used for Black-Scholes Option Pricing Model | We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||
Expected life (years) | 10 | ||||||||||||
Risk-free interest rate | 1.9 | % | |||||||||||
Expected volatility | 88.1 | % | |||||||||||
Expected dividend yield | 0 | % |
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
Reserved Shares of Common Stock for Exercise of Options, Warrants and Other Contingent Issuances of Common Stock | We reserved the following shares of common stock for the exercise of options, warrants and other contingent issuances of common stock, as of December 31, 2014: | ||||
Shares reserved for share based compensation | 13,360,690 | ||||
Shares reserved for warrants related to financing transactions | 23,078,181 | ||||
Total | 36,438,871 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Loss before Income Tax Attributable to Geographic Location | Loss before income taxes is attributed to the following geographic locations for the years ended December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
United States | $ | 30,215,000 | $ | 26,080,000 | |||||||||
Foreign | 2,526,000 | 359,000 | |||||||||||
Total loss before income taxes | $ | 32,741,000 | $ | 26,439,000 | |||||||||
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31 are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Capitalized research and development costs | $ | 66,212,000 | $ | 59,426,000 | |||||||||
Net operating losses | 57,261,000 | 56,906,000 | |||||||||||
Research and development credits | 9,798,000 | 8,931,000 | |||||||||||
Stock-based compensation | 1,124,000 | 1,063,000 | |||||||||||
Capital loss carryover | 254,000 | 541,000 | |||||||||||
Fixed assets | 393,000 | 452,000 | |||||||||||
Other | 3,930,000 | 1,289,000 | |||||||||||
138,972,000 | 128,608,000 | ||||||||||||
Valuation allowance | (138,972,000 | ) | (128,315,000 | ) | |||||||||
Total deferred tax assets | $ | — | $ | 293,000 | |||||||||
Deferred tax liability: | |||||||||||||
Intangible assets | — | (293,000 | ) | ||||||||||
Total deferred tax liability | $ | — | $ | (293,000 | ) | ||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Reconciliation of Federal Income Tax Rate | The effective tax rate as a percentage of income before income taxes differs from the statutory federal income tax rate (when applied to income before income taxes) for the years ended December 31 as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal income tax (benefit) rate | (34 | )% | (34 | )% | (34 | )% | |||||||
State income tax (benefit) rate | — | — | (3.3 | ) | |||||||||
Increase resulting from: | |||||||||||||
Expenses not deductible for taxes | 0.8 | 0.5 | 8.8 | ||||||||||
Increase in valuation allowance | 32.6 | 38.8 | 3.7 | ||||||||||
Change in state deferred tax rate | 0 | 1.1 | 17.7 | ||||||||||
Change in foreign deferred tax rate | 2.8 | 0.9 | 1.8 | ||||||||||
Expiration of tax attributes | 1.7 | 0.5 | 5.3 | ||||||||||
Prior year true up | 1.1 | (0.7 | ) | — | |||||||||
Tax credits | (2.4 | ) | (3.0 | ) | — | ||||||||
Warrant valuation | (2.5 | ) | (4.1 | ) | — | ||||||||
Effective tax (benefit) rate | 0 | % | 0 | % | 0 | % | |||||||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summary of Quarterly Financial Data | |||||||||||||||||
2014 Quarter Ended | |||||||||||||||||
December 31 | September 30 | June 30 | March 31 | ||||||||||||||
(In $ thousands, except per share amounts) | |||||||||||||||||
Continuing operations: | |||||||||||||||||
Total revenue | 883 | 82 | 23 | 24 | |||||||||||||
Operating expenses | 10,612 | 6,462 | 7,983 | 6,866 | |||||||||||||
Change in fair value of warrant liability | 2,327 | 4,076 | (3,654 | ) | (327 | ) | |||||||||||
Impairment of goodwill and other intangible assets | (2,440 | ) | — | — | — | ||||||||||||
Interest and other expense, net | (266 | ) | (316 | ) | (357 | ) | (394 | ) | |||||||||
Net loss from continuing operations | (10,108 | ) | (2,620 | ) | (11,971 | ) | (7,562 | ) | |||||||||
Discontinued operations: | |||||||||||||||||
Net loss from discontinued operations | (30 | ) | (137 | ) | (144 | ) | (58 | ) | |||||||||
Net loss from disposal of assets | (111 | ) | — | — | — | ||||||||||||
Basic and diluted net loss per share: | |||||||||||||||||
Continuing operations | $ | (0.15 | ) | $ | (0.04 | ) | $ | (0.21 | ) | $ | (0.14 | ) | |||||
Discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic and diluted net loss per share | $ | (0.15 | ) | $ | (0.04 | ) | $ | (0.21 | ) | $ | (0.14 | ) | |||||
2013 Quarter Ended | |||||||||||||||||
December 31 | September 30 | June 30 | March 31 | ||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
Continuing operations: | |||||||||||||||||
Total revenue | 45 | 38 | 33 | 56 | |||||||||||||
Operating expenses | 9,341 | 6,628 | 6,131 | 6,165 | |||||||||||||
Change in fair value of warrant liability | 2,828 | (144 | ) | 758 | (189 | ) | |||||||||||
Interest and other income (expense), net | (380 | ) | (392 | ) | (405 | ) | 30 | ||||||||||
Net loss from continuing operations | (6,848 | ) | (7,126 | ) | (5,745 | ) | (6,268 | ) | |||||||||
Discontinued operations: | |||||||||||||||||
Net loss from discontinued operations | (115 | ) | (66 | ) | (124 | ) | (149 | ) | |||||||||
Basic and diluted net loss per share: | |||||||||||||||||
Continuing operations | $ | (0.13 | ) | $ | (0.17 | ) | $ | (0.14 | ) | $ | (0.16 | ) | |||||
Discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Basic and diluted net loss per share | $ | (0.13 | ) | $ | (0.17 | ) | $ | (0.15 | ) | $ | (0.17 | ) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 14 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||
Jul. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Aug. 31, 2014 | Feb. 28, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | 31-May-14 | Nov. 30, 2008 | Nov. 30, 2009 | Apr. 01, 2009 | |
Segment | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of segments | 1 | |||||||||||||
Accumulated deficit | ($420,271,608) | ($387,530,334) | ($420,271,608) | |||||||||||
Maturity period for money market and highly liquid investments | 90 days | |||||||||||||
Aggregate purchase price | 5,135,000 | |||||||||||||
Percentage of purchase price allocated to goodwill | 42.00% | |||||||||||||
Impairment of Goodwill | 1,910,062 | |||||||||||||
Other intangible assets, net | 356,889 | 1,835,717 | 356,889 | |||||||||||
Impairment amount of intangible asset | 530,000 | 530,000 | 655,000 | |||||||||||
Value of patent | 0 | |||||||||||||
Fair value of certain lab equipment | 0 | 0 | 28,000 | |||||||||||
Proceeds from loan | 5,775,543 | |||||||||||||
Cash discount | 100,000 | 100,000 | ||||||||||||
Term of loan | 3 years | |||||||||||||
Annual interest rate on loan | 6.00% | 6.00% | ||||||||||||
Final fee payment at the end of loan term | 1,000,000 | |||||||||||||
Exercise price of warrants | $2.17 | $1.80 | ||||||||||||
Initial carrying amount assigned to loan, net of discount | 9,512,000 | 9,512,000 | ||||||||||||
Fair value allocated to warrant | 388,000 | 388,000 | ||||||||||||
Note issuance costs | 117,000 | |||||||||||||
Deferred financing costs, discount and accretion percentage | 9.00% | |||||||||||||
Common stock per unit | $1 | |||||||||||||
Warrants issued per unit | $1 | |||||||||||||
Number of shares issued upon Series B warrants exercise | 11,299,435 | 12,845,500 | ||||||||||||
CIRM [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Proceeds from loan | 5,775,543 | |||||||||||||
Approval of fund by California Institute for Regenerative Medicine (CIRM) | 19,300,000 | |||||||||||||
Aggregate proceeds from disbursement of the loan | 9,600,000 | |||||||||||||
Forgiveness of loan principal | 8,917,000 | |||||||||||||
Accrued interest forgiven | 243,000 | |||||||||||||
CIRM [Member] | Subsequent Events [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Repayment of aggregate loan proceeds received | 679,000 | |||||||||||||
Silicon Valley Bank [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Proceeds from loan | 9,900,000 | |||||||||||||
Cash discount | 100,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of securities callable by warrants | 1,180,015 | 1,180,015 | ||||||||||||
Warrant component | 0.85 | 0.5 | ||||||||||||
Outstanding Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Fair value of warrant liability | 1,685,000 | 1,685,000 | ||||||||||||
Marketable debt securities, current [Member] | Minimum [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Investments with maturities | 365 days or less | |||||||||||||
Marketable securities, non-current [Member] | Maximum [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Investments with maturities | Greater than 365 days | |||||||||||||
Stem Cell Sciences Holdings Ltd [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Aggregate purchase price | 5,135,000 | |||||||||||||
Percentage of purchase price allocated to goodwill | 42.00% | |||||||||||||
Impairment of Goodwill | $1,910,000 | |||||||||||||
Silicon Valley Bank Loan Agreement Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Term of warrant | 10 years | |||||||||||||
Exercise price of warrants | $1.70 | $1.70 | ||||||||||||
Warrant expiration period | Apr-23 | |||||||||||||
Silicon Valley Bank Loan Agreement Warrant [Member] | Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of securities callable by warrants | 293,531 | 293,531 | ||||||||||||
December 2011 Financing [Member] | Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrant component | 1 | 1 | ||||||||||||
Number of shares issued upon Series B warrants exercise | 384,534 | 2,700,000 | ||||||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Term of warrant | 5 years | |||||||||||||
Number of securities callable by warrants | 8,000,000 | |||||||||||||
Warrant component | 1 | 1 | ||||||||||||
Number of warrants issued upon Series B warrants exercise | 2,700,000 | |||||||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants | 1.4 | |||||||||||||
December 2011 Financing [Member] | Series B Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Term of warrant | 90 days | |||||||||||||
Number of securities callable by warrants | 8,000,000 | |||||||||||||
Exercise price of warrants | 1.25 | |||||||||||||
Number of warrants exercised | 2,700,000 | |||||||||||||
Number of warrants expired | 5,300,000 | |||||||||||||
November 2008 Financing [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants issued | 1,034,483 | |||||||||||||
November 2008 Financing [Member] | Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of securities callable by warrants | 1,034,483 | |||||||||||||
Exercise price of warrants | 23 | |||||||||||||
Warrant component | 0.75 | |||||||||||||
November 2008 Financing [Member] | Outstanding Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Term of warrant | 5 years | |||||||||||||
November 2009 Financing [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Exercise price of warrants | $15 | $15 | ||||||||||||
November 2009 Financing [Member] | Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of securities callable by warrants | 400,000 | |||||||||||||
Exercise price of warrants | 15 | |||||||||||||
Warrant component | 0.4 | |||||||||||||
November 2009 Financing [Member] | Outstanding Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Term of warrant | 5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Building and improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Building and improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Maximum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Basic and Dilutive Net Loss per Share Computations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | |||||||||||
Net loss from continuing operations | ($10,108,000) | ($2,620,000) | ($11,971,000) | ($7,562,000) | ($6,848,000) | ($7,126,000) | ($5,745,000) | ($6,268,000) | ($32,260,663) | ($25,986,692) | ($27,971,259) |
Net loss from discontinued operations | -480,611 | -452,467 | -519,894 | ||||||||
Net loss | ($32,741,274) | ($26,439,159) | ($28,491,153) | ||||||||
Weighted average shares outstanding used to compute basic and diluted net loss per share | 61,612,957 | 43,422,001 | 28,824,417 | ||||||||
Basic and diluted net loss per share from continuing operations | ($0.15) | ($0.04) | ($0.21) | ($0.14) | ($0.13) | ($0.17) | ($0.14) | ($0.16) | ($0.52) | ($0.60) | ($0.97) |
Basic and diluted net loss per share from discontinued operations | $0 | $0 | $0 | $0 | $0 | $0 | ($0.01) | ($0.01) | ($0.01) | ($0.01) | ($0.02) |
Basic and diluted net loss per share | ($0.15) | ($0.04) | ($0.21) | ($0.14) | ($0.13) | ($0.17) | ($0.15) | ($0.17) | ($0.53) | ($0.61) | ($0.99) |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Outstanding Options, Warrants and Restricted Stock Units (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | |||
Outstanding options, warrants and restricted stock units | 27,155,850 | 20,022,199 | 11,917,471 |
Options [Member] | |||
Class of Stock [Line Items] | |||
Outstanding options, warrants and restricted stock units | 302,729 | 428,258 | 447,359 |
Restricted stock units [Member] | |||
Class of Stock [Line Items] | |||
Outstanding options, warrants and restricted stock units | 3,374,940 | 3,326,282 | 1,534,200 |
Outstanding Warrants [Member] | |||
Class of Stock [Line Items] | |||
Outstanding options, warrants and restricted stock units | 23,478,181 | 16,267,659 | 9,935,912 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Summary of Components of Accumulated OCI (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Unrealized gain on foreign currency translation | $65,390 | $252,101 |
Financial_Instruments_Cash_and
Financial Instruments - Cash and Cash Equivalents (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $24,987,603 | $30,585,424 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 24,987,603 | 30,585,424 |
Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,398,928 | 1,355,281 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 1,398,928 | 1,355,281 |
Cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,588,675 | 29,230,143 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $23,588,675 | $29,230,143 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Detail) (Subsidiaries [Member], USD $) | Dec. 31, 2014 |
Subsidiaries [Member] | |
Cash and Cash Equivalents [Line Items] | |
Cash | $652,000 |
Fair_Value_Measurement_Financi
Fair Value Measurement - Financial Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Dec. 31, 2014 |
Outstanding Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | $1,684,551 |
Fair Value, Measurements [Member] | |
Financial assets: | |
Total financial assets | 23,588,675 |
Financial liabilities: | |
Total financial liabilities | 16,704,968 |
Fair Value, Measurements [Member] | Money market funds [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 421,418 |
Fair Value, Measurements [Member] | U.S. Treasury debt obligations [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 23,167,257 |
Fair Value, Measurements [Member] | Loan Payable [Member] | |
Financial liabilities: | |
Total financial liabilities | 15,020,417 |
Fair Value, Measurements [Member] | Outstanding Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | 1,684,551 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements [Member] | |
Financial assets: | |
Total financial assets | 23,588,675 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements [Member] | Money market funds [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 421,418 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements [Member] | U.S. Treasury debt obligations [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 23,167,257 |
Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements [Member] | |
Financial liabilities: | |
Total financial liabilities | 16,704,968 |
Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements [Member] | Loan Payable [Member] | |
Financial liabilities: | |
Total financial liabilities | 15,020,417 |
Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements [Member] | Outstanding Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | $1,684,551 |
Fair_Value_Measurement_Roll_Fo
Fair Value Measurement - Roll Forward for Financial Assets and Liabilities Measured at Fair Value Using Significant Other Observable Inputs (Level 2) (Detail) (Fair Value, Measurements [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Marketable debt securities, Ending Balance | $23,588,675 |
Significant Other Observable Inputs (Level 2) [Member] | Bond obligation [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Marketable debt securities, Beginning Balance | 125,000 |
Financial liabilities change settled in earning fair value disclosure | ($125,000) |
Fair_Value_Measurement_Roll_Fo1
Fair Value Measurement - Roll Forward for Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Add loan proceeds | $5,775,543 | ||||||||||
Less repayments of principal | -3,857,971 | -3,857,971 | |||||||||
Add change in fair value of warrants | 2,327,000 | 4,076,000 | -3,654,000 | -327,000 | 2,828,000 | -144,000 | 758,000 | -189,000 | -2,422,451 | -3,253,253 | 5,944,571 |
Outstanding Warrants [Member] | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Balance at December 31, 2013 | 5,541,809 | 5,541,809 | |||||||||
Less fair value of warrants exercised | -1,434,807 | ||||||||||
Add change in fair value of warrants | -2,422,451 | ||||||||||
Balance at December 31, 2014 | 1,684,551 | 1,684,551 | |||||||||
Balance at December 31, 2014 | 1,684,551 | 1,684,551 | |||||||||
Loan Payable [Member] | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Balance at December 31, 2013 | 12,909,244 | 12,909,244 | |||||||||
Add loan proceeds | 5,775,543 | ||||||||||
Less repayments of principal | -3,857,971 | -3,857,971 | |||||||||
Add accretion of discount | 193,601 | ||||||||||
Balance at December 31, 2014 | 15,020,417 | 15,020,417 | |||||||||
Current portion | 4,686,388 | 4,686,388 | |||||||||
Non-current portion | 10,334,029 | 10,334,029 | |||||||||
Balance at December 31, 2014 | $15,020,417 | $15,020,417 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Summary of Property, Plant and Equipment Balances (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $15,595,756 | $15,191,132 |
Less accumulated depreciation and amortization | -10,408,798 | -9,886,448 |
Property, plant and equipment, net | 5,186,958 | 5,304,684 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 6,794,556 | 6,751,393 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 8,161,291 | 7,837,140 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $639,909 | $602,599 |
Property_Plant_and_Equipment_A
Property, Plant and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $1,008,000 | $789,000 | $728,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2009 | Apr. 01, 2009 | Dec. 31, 2011 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Aggregate purchase price | 5,135,000 | ||||||
Impairment amount of intangible asset | 530,000 | 530,000 | 655,000 | ||||
Useful life | 11 years 10 months 24 days | ||||||
Proceeds from sale of indefinite intangible assets | 400,000 | 400,000 | |||||
Percentage of purchase price allocated to goodwill | 42.00% | ||||||
Impairment of Goodwill | 1,910,062 | ||||||
Amortization expense | $299,000 | $269,000 | $264,000 | ||||
In-process research and development [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Minimum expiration year of intangible assets | 2027 | ||||||
Trade name [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Useful life | 15 years | 15 years | 15 years |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Purchase Price Allocated (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Apr. 30, 2009 | Apr. 01, 2009 | Dec. 31, 2014 | Apr. 01, 2009 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Amortization Period | 11 years 10 months 24 days | |||
Net tangible assets | $36,000 | $36,000 | ||
Total | 5,135,000 | 5,135,000 | ||
Customer relationships and developed technology [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Allocated purchase Price | 1,310,000 | 1,310,000 | ||
Customer relationships and developed technology [Member] | Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Amortization Period | 6 years | |||
Customer relationships and developed technology [Member] | Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Amortization Period | 9 years | |||
In-process research and development [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Allocated purchase Price | 1,340,000 | 1,340,000 | ||
Trade name [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-Average Amortization Period | 15 years | 15 years | 15 years | |
Allocated purchase Price | 310,000 | 310,000 | ||
Goodwill [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $2,139,000 | $2,139,000 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Changes in Goodwill (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Balance as of December 31, 2013 | $2,139,294 | |
Net deferred tax liability | -293,000 | |
Foreign currency translation | -118,497 | |
Impairment | -1,910,062 | |
In-process research and development [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net deferred tax liability | ($110,735) |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Components of Other Intangible Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cost | $4,203,612 | $4,203,612 | |
Accumulated Amortization | -2,357,596 | -2,357,596 | |
Proceeds from sale | -400,000 | -400,000 | |
Foreign Currency Translation | 282,786 | ||
Write Off/Impairment | -1,371,913 | -1,371,913 | |
Net Carrying Amount | 356,889 | 356,889 | 1,835,717 |
Weighted-Average Amortization Period | 11 years 10 months 24 days | ||
Related to SC Proven product line [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cost | 1,620,000 | 1,620,000 | |
Accumulated Amortization | -1,200,186 | -1,200,186 | |
Proceeds from sale | -400,000 | ||
Foreign Currency Translation | 167,038 | ||
Write Off/Impairment | -186,852 | -186,852 | |
Weighted-Average Amortization Period | 8 years | ||
In-process research and development [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cost | 1,340,000 | 1,340,000 | |
Accumulated Amortization | -270,687 | -270,687 | |
Foreign Currency Translation | 115,748 | ||
Write Off/Impairment | -1,185,061 | -1,185,061 | |
Patents [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cost | 1,243,612 | 1,243,612 | |
Accumulated Amortization | -886,723 | -886,723 | |
Net Carrying Amount | $356,889 | $356,889 | |
Weighted-Average Amortization Period | 17 years |
Goodwill_and_Other_Intangible_6
Goodwill and Other Intangible Assets - Expected Future Annual Amortization Expense (Detail) (USD $) | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $83,265 |
2016 | 75,496 |
2017 | 54,923 |
2018 | 27,978 |
2019 | $27,978 |
Other_Assets_Summary_of_Other_
Other Assets - Summary of Other Assets, Non-Current (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary Other assets | ||
Security deposit (buildings and equipment lease) | $373,717 | $413,717 |
Accounts_Payable_Summary_of_Ac
Accounts Payable - Summary of Accounts Payable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts Payable [Abstract] | ||
External services | $1,352,710 | $863,030 |
Supplies | 339,762 | 263,866 |
Other | 126,359 | 25,007 |
Total accounts payable | $1,818,831 | $1,151,903 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
External services | $2,152,770 | $1,191,048 |
Employee compensation | 2,415,826 | 2,655,242 |
Other | 301,114 | 221,626 |
Total accrued expenses and other current liabilities | $4,869,710 | $4,067,916 |
Other_LongTerm_Liabilities_Sch
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Other Long Term Liabilities [Abstract] | ||
Accrued interest on loan payable | $1,093,568 | $497,134 |
Employee compensation | 156,439 | 186,439 |
Net deferred tax liability | 117,815 | |
Total other long-term liabilities | $1,250,007 | $801,388 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2013 | |
Incentive_Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity incentive plans | 3 | |||
Shares authorized | 225,000,000 | 225,000,000 | ||
Term of years | 4 years 2 months 12 days | 5 years 1 month 6 days | 6 years 4 months 24 days | |
Total unrecognized compensation expense | $3,262,000 | |||
Vesting period | 2 years 9 months 18 days | |||
Options granted | 0 | 0 | 0 | |
Intrinsic value of options at time of exercise | 2,214 | 4,319 | ||
Options exercised | 0 | 3,452 | 3,629 | |
Exercise price | $18.18 | |||
Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized | 9,683,022 | |||
Annual increase in number of shares of common stock | 4.00% | |||
Aggregate limit of shares issuable to incentive stock option awards | 3,000,000 | |||
Initial grant of stock-based compensation in shares | 6,000,000 | |||
Increase in percentage of outstanding number of shares of common stock | 4.00% | |||
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of vested grant yearly | 25.00% | |||
Percentage of vested grant monthly | 75.00% | |||
Term of years | 10 years | |||
Vesting period of grant date | 3 years | |||
Exercise price | $20 | |||
Number of SARs, Granted | 0 | |||
Number of SARs, Exercised | 0 | |||
Number of SARs, Forfeited and expired | 0 | |||
Reduced compensation expense | 0 | 0 | 0 | |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units vest and convert into shares of our common stock | 1 year | |||
Restricted Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of years | 10 years | |||
Vesting period of grant date | 3 years | |||
Restricted Stock [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of grant date | 1 year | |||
Restricted Stock Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units vest and convert into shares of our common stock | 4 years | |||
Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of vested grant yearly | 25.00% | |||
Percentage of vested grant monthly | 75.00% | |||
Term of years | 4 years | |||
Unexercised vested option forfeiture | 3 months | |||
Estimated fair value | $138,000 | $406,000 | $627,000 | |
Options [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of years | 10 years | |||
Vesting period of grant date | 3 years |
StockBased_Compensation_StockB
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense and effect on net loss | $2,034,898 | $2,608,670 | $2,878,134 |
Research and development expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense and effect on net loss | 608,840 | 1,219,308 | 1,280,298 |
Selling, general and administrative expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense and effect on net loss | $1,426,058 | $1,389,362 | $1,597,836 |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Fair Value Option Award, Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected term (years)(1) | 4 years 2 months 12 days | 5 years 1 month 6 days | 6 years 4 months 24 days |
Risk-free interest rate(2) | 1.30% | 1.20% | 1.40% |
Expected volatility(3) | 78.70% | 89.30% | 78.40% |
Expected dividend yield(4) | 0.00% | 0.00% | 0.00% |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of Shares, Beginning balance | 428,258 | 447,359 | 875,498 | |
Number of Shares, Granted | 0 | 0 | 0 | |
Number of Shares, Exercised | 0 | -3,452 | -3,629 | |
Number of Shares, Cancelled (forfeited and expired) | -125,529 | -15,649 | -424,510 | |
Number of Shares, Ending balance | 302,729 | 428,258 | 447,359 | 875,498 |
Weighted-Average Exercise Price, Beginning balance | $19.97 | $19.59 | $20.13 | |
Number of Shares, Exercisable | 302,729 | |||
Weighted-Average Exercise Price, Granted | $0 | $0 | $0 | |
Number of Shares, Vested and expected to vest | 302,729 | |||
Weighted-Average Exercise Price, Exercised | $1 | $1 | ||
Weighted-Average Exercise Price, Cancelled (forfeited and expired) | $24.30 | $13.06 | $20.86 | |
Weighted-Average Exercise Price, Ending balance | $18.18 | $19.97 | $19.59 | $20.13 |
Aggregate Intrinsic Value, Beginning balance | $2,175 | |||
Weighted-Average Exercise Price, Exercisable | $18.18 | |||
Aggregate Intrinsic Value, Exercised | 2,214 | 4,319 | ||
Weighted-Average Exercise Price, Vested and expected to vest | $18.18 | |||
Aggregate Intrinsic Value, Ending balance | 2,175 | |||
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 3 months 18 days | 4 years 3 months 18 days | 5 years 1 month 6 days | 5 years 6 months |
Aggregate Intrinsic Value, Exercisable | 0 | |||
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 3 months 18 days | |||
Aggregate Intrinsic Value, Vested and expected to vest | $0 | |||
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 3 years 3 months 18 days |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Changes in Unvested Options (Detail) (Unvested stock options [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Unvested stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Beginning balance | 18,466 |
Number of Options, Granted | 0 |
Number of Options, Vested | -16,666 |
Number of Options, Cancelled | -1,800 |
Weighted-Average Grant Date Fair Value, Beginning balance | $8.11 |
Weighted-Average Grant Date Fair Value, Granted | $0 |
Weighted-Average Grant Date Fair Value, Vested | $8.30 |
Weighted-Average Grant Date Fair Value, Cancelled | $6.39 |
StockBased_Compensation_Weight
Stock-Based Compensation - Weighted Average Exercise Price and Remaining Term Information about Significant Option Groups Outstanding (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 302,729 |
Weighted Average Remaining Term | 3 years 3 months 18 days |
Weighted Average Exercise Price | $18.18 |
Aggregate Intrinsic Value | $0 |
Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 302,729 |
Weighted Average Exercise Price | $18.18 |
Less than $10.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Upper Range | $10 |
Number Outstanding | 300 |
Weighted Average Remaining Term | 5 years 6 months |
Weighted Average Exercise Price | $8.90 |
Aggregate Intrinsic Value | 0 |
Less than $10.00 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 300 |
Weighted Average Exercise Price | $8.90 |
$10.00 - $19.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | $10 |
Exercise Price Upper Range | $19.99 |
Number Outstanding | 170,170 |
Weighted Average Remaining Term | 4 years 4 months 24 days |
Weighted Average Exercise Price | $11.85 |
Aggregate Intrinsic Value | 0 |
$10.00 - $19.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 170,170 |
Weighted Average Exercise Price | $11.85 |
$20.00 - $29.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | $20 |
Exercise Price Upper Range | $29.99 |
Number Outstanding | 107,959 |
Weighted Average Remaining Term | 2 years 1 month 6 days |
Weighted Average Exercise Price | $23.24 |
Aggregate Intrinsic Value | 0 |
$20.00 - $29.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 107,959 |
Weighted Average Exercise Price | $23.24 |
$30.00 - $39.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | $30 |
Exercise Price Upper Range | $39.99 |
Number Outstanding | 17,800 |
Weighted Average Remaining Term | 1 year 1 month 6 days |
Weighted Average Exercise Price | $36.70 |
Aggregate Intrinsic Value | 0 |
$30.00 - $39.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 17,800 |
Weighted Average Exercise Price | $36.70 |
$40.00 - $49.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | $40 |
Exercise Price Upper Range | $49.99 |
Number Outstanding | 4,500 |
Weighted Average Remaining Term | 8 months 12 days |
Weighted Average Exercise Price | $47.89 |
Aggregate Intrinsic Value | 0 |
$40.00 - $49.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 4,500 |
Weighted Average Exercise Price | $47.89 |
$50.00 - $59.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | $50 |
Exercise Price Upper Range | $59.99 |
Number Outstanding | 2,000 |
Weighted Average Remaining Term | 8 months 12 days |
Weighted Average Exercise Price | $53.85 |
Aggregate Intrinsic Value | $0 |
$50.00 - $59.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | 2,000 |
Weighted Average Exercise Price | $53.85 |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) (Restricted stock units [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted stock units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Beginning balance | 3,326,282 |
Number of RSUs, Granted | 1,674,874 |
Number of RSUs, Vested | -851,216 |
Number of RSUs, Cancelled | -775,000 |
Number of RSUs, Ending balance | 3,374,940 |
Weighted Average Grant Date Fair Value, Beginning balance | $1.68 |
Weighted Average Grant Date Fair Value, Granted | $1.50 |
Weighted Average Grant Date Fair Value, Vested | $1.71 |
Weighted Average Grant Date Fair Value, Cancelled | $1.80 |
Weighted Average Grant Date Fair Value, Ending balance | $1.55 |
StockBased_Compensation_Summar2
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units vest description | 228,874 of these restricted stock units vest and convert into shares of our common stock after one year from the date of grant. 150,000 of these restricted stock units vest and convert into shares of our common stock over a three year period from the date of grant: one-third of the award will vest on each grant date anniversary following the grant. 1,296,000 of these restricted stock units vest and convert into shares of our common stock over a four year period from the date of grant: one-fourth of the award will vest on each grant date anniversary following the grant. |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted units would vest over vesting period | 228,874 |
Restricted stock units vest and convert into shares of our common stock | 1 year |
Restricted Stock Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted units would vest over vesting period | 150,000 |
Restricted stock units vest and convert into shares of our common stock | 3 years |
Restricted stock units vested description after specified period | 0.3333 |
Restricted Stock Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units vest and convert into shares of our common stock | 4 years |
Restricted stock units vested description after specified period | 0.25 |
Number of restricted units vest and convert into common stock over next fiscal year | 1,296,000 |
WindDown_and_Exit_Costs_Additi
Wind-Down and Exit Costs - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Wind Down Expenses [Abstract] | |||
Amount of wind-down reserve | $854,000 | ||
Payments net of subtenant income recorded against reserve | 916,000 | ||
Additional expense recorded to revise estimated reserve at period-end | $62,000 | ||
Lease termination date | 30-Jun-13 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2006 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2014 | |
Claim | USD ($) | USD ($) | Pilot Manufacturing Facility [Member] | Cell Processing Facility [Member] | BMR-Gateway Boulevard LLC [Member] | BMR-Gateway Boulevard LLC [Member] | BMR-Gateway Boulevard LLC [Member] | Prologis, L.P [Member] | Prologis, L.P [Member] | Prologis, L.P [Member] | Stem Cell Sciences (U.K.) Ltd [Member] | Stem Cell Sciences (U.K.) Ltd [Member] | |
sqft | sqft | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | |||||
Commitment And Contingencies [Line Items] | |||||||||||||
Proceeds from the issuance of industrial revenue bonds | $5,000,000 | ||||||||||||
Period of maturity | 2014-08 | ||||||||||||
Facility square-feet | 21,000 | 3,000 | |||||||||||
Term of lease | 11 years 6 months | 10 years | 3 years | ||||||||||
Rent over term of lease | 17,869,000 | 3,497,000 | |||||||||||
Deferred rent under sublease agreement | 85,925 | 34,366 | 1,429,000 | 1,434,000 | 391,000 | 391,000 | |||||||
Rental payments under the existing lease | £ 53,000 | ||||||||||||
Lease termination date | 30-Jun-13 | 31-Oct-14 | |||||||||||
Number of patients violate claims of Neuralstem's activities | 4 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Components of Rent Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Leases [Abstract] | |||
Rent expense | $1,955,747 | $2,612,899 | $2,932,104 |
Sublease income | -53,726 | -411,885 | |
Rent expense, net | $1,955,747 | $2,559,173 | $2,520,219 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Future Minimum Payments Under All Leases and Loan Payable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Loss Contingencies [Line Items] | ||
Less current maturities, bond payable and loan payable | $125,000 | |
Less current maturities, Capital Leases | 20,191 | 21,316 |
CIRM [Member] | ||
Loss Contingencies [Line Items] | ||
2015 | 679,166 | |
2017 | 0 | |
2018 | 0 | |
2019 | 0 | |
Thereafter | 0 | |
Total minimum loan payments | 679,166 | |
Less amounts representing interest | 0 | |
Principal amounts of bond payable and loan payable | 679,166 | |
Principal amounts of bond payable and loan payable | 679,166 | |
Less current maturities, bond payable and loan payable | 679,166 | |
Silicon Valley Bank [Member] | ||
Loss Contingencies [Line Items] | ||
2015 | 4,322,035 | |
2016 | 1,440,678 | |
2017 | 0 | |
2018 | 0 | |
2019 | 0 | |
Thereafter | 0 | |
Total minimum loan payments | 5,762,713 | |
Less amounts representing interest | 240,899 | |
Principal amounts of bond payable and loan payable | 5,521,814 | |
Principal amounts of bond payable and loan payable | 5,521,814 | |
Less current maturities, bond payable and loan payable | 4,099,319 | |
Bond payable and loan payable, less current maturities | 1,422,495 | |
Operating Leases [Member] | ||
Loss Contingencies [Line Items] | ||
Operating Leases, 2015 | 1,981,461 | |
Operating Leases, 2016 | 1,968,459 | |
Operating Leases, 2017 | 2,014,706 | |
Operating Leases, 2018 | 2,061,260 | |
Operating Leases, 2019 | 2,108,130 | |
Operating Leases, Thereafter | 6,088,780 | |
Total minimum lease payments, Operating Leases | 16,222,796 | |
Capital Leases [Member] | ||
Loss Contingencies [Line Items] | ||
Capital Leases, 2015 | 21,591 | |
Capital Leases, 2016 | 9,454 | |
Capital Leases, 2017 | 0 | |
Capital Leases, 2018 | 0 | |
Capital Leases, 2019 | 0 | |
Capital Leases, Thereafter | 0 | |
Total minimum lease payments, Capital Leases | 31,045 | |
Less amounts representing interest, Capital Leases | 1,624 | |
Principal amounts of bond payable, loan payable and capital lease obligations, Capital Leases | 29,421 | |
Principal amounts of bond payable, loan payable and capital lease obligations, Capital Leases | 29,421 | |
Less current maturities, Capital Leases | 20,191 | |
Capital Leases, Less current maturities | $9,230 |
Commitments_and_Contingencies_4
Commitments and Contingencies - Future Minimum Payments Under All Leases and Loan Payable (Parenthetical) (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 14 Months Ended | 1 Months Ended |
Dec. 31, 2014 | Apr. 30, 2013 | Aug. 31, 2014 | Feb. 28, 2015 | |
Loss Contingencies [Line Items] | ||||
Proceeds from principal and accrued interest | $9,200,000 | |||
CIRM [Member] | ||||
Loss Contingencies [Line Items] | ||||
Approval of fund by California Institute for Regenerative Medicine (CIRM) | 19,300,000 | |||
Aggregate proceeds from disbursement of the loan | 9,600,000 | |||
Forgiveness of loan principal | 8,917,000 | |||
Accrued interest forgiven | 243,000 | |||
Subsequent Events [Member] | CIRM [Member] | ||||
Loss Contingencies [Line Items] | ||||
Repayment of aggregate loan proceeds received | $679,000 |
Warrant_Liability_Additional_I
Warrant Liability - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 6 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2014 | Oct. 31, 2013 | Nov. 30, 2008 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Nov. 30, 2009 | Dec. 31, 2011 | |
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $2.17 | $1.80 | |||||||
Warrants expired unexercised | 2014-05 | ||||||||
Number of shares issued upon warrants exercise | 11,299,435 | 12,845,500 | |||||||
Outstanding Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares of common stock in each unit sold to institutional investors | 1 | 1 | 1 | ||||||
Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $1.40 | ||||||||
Proceeds from sale of stock | $1,652,000 | $538,000 | $3,078,000 | ||||||
Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 0.85 | 0.5 | |||||||
Number of shares of common stock in each unit sold to institutional investors | 1 | 1 | |||||||
Number of securities callable by warrants | 1,180,015 | ||||||||
Number of shares issued upon warrants exercise | 2,198,571 | 2,700,000 | |||||||
November 2008 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of units sold to investors | 1,379,310 | ||||||||
Price per unit | 14.5 | ||||||||
Gross proceeds from units sold to investors | 20,000,000 | ||||||||
Proceeds from sale of stock | 18,637,000 | ||||||||
November 2008 Financing [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 0.75 | ||||||||
Exercise price of warrants | 23 | ||||||||
Number of securities callable by warrants | 1,034,483 | ||||||||
November 2009 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per unit | $12.50 | ||||||||
Gross proceeds from units sold to investors | 12,500,000 | ||||||||
Exercise price of warrants | $15 | ||||||||
Proceeds from sale of stock | $11,985,000 | ||||||||
Number of units sold to investors | 1,000,000 | ||||||||
November 2009 Financing [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 0.4 | ||||||||
Exercise price of warrants | $15 | ||||||||
Number of securities callable by warrants | 400,000 | ||||||||
Number of warrants in each unit sold to institutional investors | 1 | ||||||||
December 2011 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per unit | $1.25 | ||||||||
Number of units sold to investors | 10,000,000 | ||||||||
Number of Series A warrants in each unit issued in public offering | 1 | ||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by warrants | 8,000,000 | ||||||||
Warrant expiration | Dec-16 | ||||||||
Number of warrants exercised | 1,180,015 | 384,534 | 2,198,571 | ||||||
Number of shares issued upon warrants exercise | 2,700,000 | ||||||||
December 2011 Financing [Member] | Series B Warrant [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by warrants | 8,000,000 | ||||||||
Term of warrant | 90 days | ||||||||
Warrant expiration | 2012-May-02 | ||||||||
Number of warrants exercised | 2,700,000 | ||||||||
Number of warrants expired | 5,300,000 | ||||||||
December 2011 Financing [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 1 | ||||||||
Number of shares issued upon warrants exercise | 384,534 | 2,700,000 | |||||||
Number of shares issued upon warrants exercise | 1,180,015 | 384,534 | 2,198,571 | ||||||
December 2011 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $1.40 | ||||||||
December 2011 Financing [Member] | Capital Units [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 1 | ||||||||
December 2011 Financing [Member] | Capital Units [Member] | Series B Warrant [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 1 |
Warrant_Liability_Assumptions_
Warrant Liability - Assumptions Used for Monte Carlo Simulation Model (Detail) (Series A Warrants [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Series A Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate per year | 0.70% |
Expected volatility per year | 53.40% |
Expected dividend yield | 0.00% |
Expected life (years) | 2 years |
Warrant_Liability_Summary_of_C
Warrant Liability - Summary of Changes in Fair Value of Warrant Liability (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, ending balance | 7,336,880 |
Series A Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, beginning balance | 8,116,895 |
Number of Warrants, Less exercised | -1,180,015 |
Number of Warrants, changes in fair value | 0 |
Number of Warrants, ending balance | 6,936,880 |
Fair value of warrant liability, beginning balance | $5,541,809 |
Fair value of warrants exercised | -1,434,807 |
Fair value, changes in fair value at period end | -2,422,451 |
Fair value of warrant liability, ending balance | $1,684,551 |
Warrant_Liability_Summary_of_W
Warrant Liability - Summary of Warrant Liability (Detail) (USD $) | Dec. 31, 2014 | Jul. 31, 2014 | Oct. 31, 2013 |
Class of Warrant or Right [Line Items] | |||
Number Outstanding | 7,336,880 | ||
Exercise Price per share | $2.17 | $1.80 | |
Outstanding Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair Value | 1,684,551 | ||
Series A Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding | 6,936,880 | ||
Exercise Price per share | 1.4 | ||
Series A Warrants [Member] | Outstanding Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair Value | 1,684,551 | ||
November 2009 Financing [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding | 400,000 | ||
Exercise Price per share | 15 |
Loan_Payable_Additional_Inform
Loan Payable - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 14 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Apr. 30, 2013 | Aug. 31, 2014 | Feb. 28, 2015 | Jul. 31, 2014 | Oct. 31, 2013 | |
Debt Instrument [Line Items] | ||||||
Proceeds from loan | $5,775,543 | |||||
Loan term | 3 years | |||||
Annual interest rate on loan | 6.00% | |||||
Period of loan subject to interest payments only | 6 months | |||||
Period of loan subject to principal and interest payments | 30 months | |||||
Final fee payment at the end of loan term | 1,000,000 | |||||
Exercise price of warrant | $2.17 | $1.80 | ||||
Proceeds received under loan agreement | 9,900,000 | |||||
Initial carrying amount assigned to loan, net of discount | 9,512,000 | |||||
Fair value allocated to warrant | 388,000 | |||||
Cash discount | 100,000 | |||||
Note issuance costs | 117,000 | |||||
Deferred financing costs, discount and accretion percentage | 9.00% | |||||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares of common stock acquired using warrant | 1,180,015 | |||||
CIRM [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from loan | 5,775,543 | |||||
Approval of fund by California Institute for Regenerative Medicine (CIRM) | 19,300,000 | |||||
Aggregate proceeds from disbursement of the loan | 9,600,000 | |||||
Forgiveness of loan principal | 8,917,000 | |||||
Accrued interest forgiven | 243,000 | |||||
Subsequent Events [Member] | CIRM [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of aggregate loan proceeds received | 679,000 | |||||
Silicon Valley Bank Loan Agreement Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term of warrant expiration | 10 years | |||||
Exercise price of warrant | $1.70 | |||||
Warrant expiration period | Apr-23 | |||||
Silicon Valley Bank Loan Agreement Warrant [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares of common stock acquired using warrant | 293,531 | |||||
Silicon Valley Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from loan | 9,900,000 | |||||
Cash discount | $100,000 |
Loan_Payable_Assumptions_Used_
Loan Payable - Assumptions Used for Black-Scholes Option Pricing Model (Detail) (Silicon Valley Bank Loan Agreement Warrant [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Silicon Valley Bank Loan Agreement Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected life (years) | 10 years |
Risk-free interest rate | 1.90% |
Expected volatility | 88.10% |
Expected dividend yield | 0.00% |
Loan_Payable_Summary_of_Change
Loan Payable - Summary of Changes in Carrying Value of Loan Payable (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Apr. 30, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Carrying value of loan payable (current and non-current) Beginning Balance | $12,909,244 | ||
Additional loan proceeds | 5,775,543 | ||
Repayment of principal | -3,857,971 | ||
Accretion of discount | 193,601 | ||
Carrying value of loan payable (current and non-current) Ending Balance | 15,020,417 | ||
Carrying value of loan payable, current portion | 4,686,388 | 3,664,370 | |
Carrying value of loan payable, non-current portion | 10,334,029 | 9,244,874 | |
Total loan payable | 15,020,417 | ||
CIRM [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of loan payable (current and non-current) Beginning Balance | 3,820,264 | ||
Additional loan proceeds | 5,775,543 | ||
Repayment of principal | |||
Accretion of discount | |||
Carrying value of loan payable (current and non-current) Ending Balance | 9,595,807 | ||
Carrying value of loan payable, current portion | 679,166 | ||
Carrying value of loan payable, non-current portion | 8,916,641 | ||
Total loan payable | 9,595,807 | ||
Silicon Valley Bank [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of loan payable (current and non-current) Beginning Balance | 9,088,980 | ||
Additional loan proceeds | 9,900,000 | ||
Repayment of principal | -3,857,971 | ||
Accretion of discount | 193,601 | ||
Carrying value of loan payable (current and non-current) Ending Balance | 5,424,610 | ||
Carrying value of loan payable, current portion | 4,007,222 | ||
Carrying value of loan payable, non-current portion | 1,417,388 | ||
Total loan payable | $5,424,610 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||||
Jul. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Nov. 30, 2008 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock issued in public offering | 11,299,435 | 12,845,500 | ||||||||
Sale of common stock and warrant, price per share | $1.77 | $1.45 | $1.91 | $2.12 | ||||||
Proceeds from issuance of common stock and warrants | $20,000,000 | $17,300,000 | ||||||||
Warrant exercise price | $2.17 | $1.80 | ||||||||
Warrant expiration period | 13 months | 5 years | ||||||||
Gross proceeds | 1,974,931 | 530,097 | 6,256,438 | |||||||
Percentage of compensation paid to sales agent | 3.00% | 3.00% | ||||||||
Gross proceeds from common stock | 18,949,647 | 23,491,597 | 19,747,550 | |||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | |||||||
Warrants termination agreement | 2013-10 | |||||||||
Common stock, sold | 1,733,771 | 9,647,471 | ||||||||
Institutional Investors [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares available to sale | 30,000,000 | |||||||||
Gross proceeds from common stock | 3,000,000 | |||||||||
Exercise period of rights | 3 years | |||||||||
Additional amounts of common stock to sell | 27,000,000 | |||||||||
Outstanding Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares of common stock or warrant in each unit sold to institutional investors | 1 | 1 | 1 | |||||||
Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrant exercise price | $1.40 | |||||||||
Proceeds from sale of stock | 1,652,000 | 538,000 | 3,078,000 | |||||||
Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares exercise | 1,180,015 | |||||||||
Gross proceeds | 1,652,000 | |||||||||
Series B Warrant [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Gross proceeds | 3,375,000 | |||||||||
Number of warrants exercised | 2,700,000 | |||||||||
Number of warrants expired | 5,300,000 | |||||||||
Warrant expiration date | 2-May-12 | |||||||||
Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Gross proceeds | 3,078,000 | |||||||||
Number of warrants exercised | 1,180,015 | |||||||||
Number of warrants exercised | 2,198,571 | |||||||||
Number of warrants issued | 2,700,000 | |||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Numbers of share issued | 8,000,000 | |||||||||
Number of warrants exercised | 384,534 | |||||||||
Number of warrants exercised | 1,180,015 | 384,534 | 2,198,571 | |||||||
Number of shares issued upon warrants exercise | 2,700,000 | |||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of securities callable by each warrant or right warrants | 1 | |||||||||
Numbers of share issued | 8,000,000 | |||||||||
2012 Amended Sales Agreement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Percentage of compensation paid to sales agent | 2.00% | |||||||||
Shares available to sale | 30,000,000 | |||||||||
Gross proceeds from common stock | $285,000 | |||||||||
Common Stock [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares of common stock or warrant in each unit sold to institutional investors | 1 | 1 | ||||||||
Number of securities callable by each warrant or right warrants | 0.85 | 0.5 | ||||||||
Numbers of share issued | 1,180,015 | |||||||||
Number of shares issued upon warrants exercise | 2,198,571 | 2,700,000 | ||||||||
Common Stock [Member] | Institutional Investors [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock issued in public offering | 329,131 | |||||||||
Common stock, sold | 1,645,639 | |||||||||
Sale of stock, price per share | $1.82 | |||||||||
Common Stock [Member] | December 2011 Financing [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock issued in public offering | 384,534 | 2,700,000 | ||||||||
Number of securities callable by each warrant or right warrants | 1 | |||||||||
Number of shares issued upon warrants exercise | 1,180,015 | 384,534 | 2,198,571 | |||||||
Common Stock [Member] | December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrant exercise price | 1.4 | |||||||||
Common Stock [Member] | December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrant exercise price | 1.4 | |||||||||
Common Stock [Member] | 2012 Amended Sales Agreement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, sold | 193,271 | |||||||||
Sale of stock, price per share | $1.47 |
Common_Stock_Reserved_Shares_o
Common Stock - Reserved Shares of Common Stock for Exercise of Options, Warrants and Other Contingent Issuances of Common Stock (Detail) | Dec. 31, 2014 |
Class of Stock [Line Items] | |
Share reserved for share-based compensation | 36,438,871 |
Outstanding Warrants [Member] | |
Class of Stock [Line Items] | |
Share reserved for share-based compensation | 23,078,181 |
Stock Compensation Plan [Member] | |
Class of Stock [Line Items] | |
Share reserved for share-based compensation | 13,360,690 |
Deferred_Revenue_Additional_In
Deferred Revenue - Additional Information (Detail) (Nonsoftware License Arrangement [Member], Stem Cell Therapeutics [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Nonsoftware License Arrangement [Member] | Stem Cell Therapeutics [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Number of year up front license fee being amortized | 12 years |
Unamortized amount of deferred revenue | $63,000 |
401k_Plan_Additional_Informati
401(k) Plan - Additional Information (Detail) (401 (k) Plan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
401 (k) Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Contribution to plan | 50.00% | ||
Percentage of employee eligible for compensation in the form of shares | 6.00% | ||
Contributions expense | $184,000 | $132,000 | $130,000 |
Income_Taxes_Loss_Before_Incom
Income Taxes - Loss Before Income Tax Attributable to Geographic Location (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
United States | $30,215,000 | $26,080,000 |
Foreign | 2,526,000 | 359,000 |
Total loss before income taxes | $32,741,000 | $26,439,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | |||
Unrecognized tax benefits | $0 | $0 | |
Increase in valuation allowances | 10,657,000 | 10,270,000 | |
Tax liabilities | 0 | ||
Tax related interest | 0 | ||
Tax related penalties | 0 | ||
Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carry forward | 158,465,000 | ||
Operating loss carryforward expiration period description | 2018 through 2034 | ||
Excess deductions from exercise of stock option | 1,792,000 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carry forward | 40,241,000 | ||
Operating loss carryforward expiration period description | 2015 through 2034 | ||
Operating loss carry forward for the exercise of stock | 1,362,000 | ||
Foreign Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carry forward | 8,208,000 | ||
Capital Loss Carryforward [Member] | Domestic And State [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforward expiration period description | 2015 through 2016 | ||
Capital loss carry forward for federal and state income tax purposes | 746,000 | ||
Research and Development [Member] | Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforward expiration period description | 2018 through 2034 | ||
Capital loss carry forward for federal and state income tax purposes | 6,178,000 | ||
Research and Development [Member] | State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Capital loss carry forward for federal and state income tax purposes | 5,484,000 | ||
State research and development tax credits net of federal tax effect | $3,619,000 |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Capitalized research and development costs | $66,212,000 | $59,426,000 |
Net operating losses | 57,261,000 | 56,906,000 |
Research and development credits | 9,798,000 | 8,931,000 |
Stock-based compensation | 1,124,000 | 1,063,000 |
Capital loss carryover | 254,000 | 541,000 |
Fixed assets | 393,000 | 452,000 |
Other | 3,930,000 | 1,289,000 |
Gross deferred tax assets | 138,972,000 | 128,608,000 |
Valuation allowance | -138,972,000 | -128,315,000 |
Total deferred tax assets | 293,000 | |
Deferred tax liability: | ||
Intangible assets | -293,000 | |
Total deferred tax liability | -293,000 | |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Federal Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax (benefit) rate | -34.00% | -34.00% | -34.00% |
State income tax (benefit) rate | -3.30% | ||
Increase resulting from: | |||
Expenses not deductible for taxes | 0.80% | 0.50% | 8.80% |
Increase in valuation allowance | 32.60% | 38.80% | 3.70% |
Change in state deferred tax rate | 0.00% | 1.10% | 17.70% |
Change in foreign deferred tax rate | 2.80% | 0.90% | 1.80% |
Expiration of tax attributes | 1.70% | 0.50% | 5.30% |
Prior year true up | 1.10% | -0.70% | |
Tax credits | -2.40% | -3.00% | |
Warrant valuation | -2.50% | -4.10% | |
Effective tax (benefit) rate | 0.00% | 0.00% | 0.00% |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Proceeds from sale of indefinite intangible assets | $400,000 | $400,000 |
Proceeds from sale of tangible assets | 75,000 | |
Net loss on disposal of assets | ($111,000) | ($111,254) |
Quarterly_Financial_Data_Summa
Quarterly Financial Data - Summary of Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Continuing operations: | |||||||||||
Total revenue | $883,000 | $82,000 | $23,000 | $24,000 | $45,000 | $38,000 | $33,000 | $56,000 | |||
Operating expenses | 10,612,000 | 6,462,000 | 7,983,000 | 6,866,000 | 9,341,000 | 6,628,000 | 6,131,000 | 6,165,000 | 31,922,705 | 28,264,996 | 22,398,175 |
Change in fair value of warrant liability | 2,327,000 | 4,076,000 | -3,654,000 | -327,000 | 2,828,000 | -144,000 | 758,000 | -189,000 | -2,422,451 | -3,253,253 | 5,944,571 |
Impairment of goodwill and other intangible assets | -2,440,000 | 530,100 | |||||||||
Interest and other income (expense), net | -266,000 | -316,000 | -357,000 | -394,000 | -380,000 | -392,000 | -405,000 | 30,000 | |||
Net loss from continuing operations | -10,108,000 | -2,620,000 | -11,971,000 | -7,562,000 | -6,848,000 | -7,126,000 | -5,745,000 | -6,268,000 | -32,260,663 | -25,986,692 | -27,971,259 |
Discontinued operations: | |||||||||||
Net loss from discontinued operations | -30,000 | -137,000 | -144,000 | -58,000 | -115,000 | -66,000 | -124,000 | -149,000 | -369,357 | -452,467 | -519,894 |
Net loss from disposal of assets | ($111,000) | ($111,254) | |||||||||
Basic and diluted net loss per share: | |||||||||||
Continuing operations | ($0.15) | ($0.04) | ($0.21) | ($0.14) | ($0.13) | ($0.17) | ($0.14) | ($0.16) | ($0.52) | ($0.60) | ($0.97) |
Discontinued operations | $0 | $0 | $0 | $0 | $0 | $0 | ($0.01) | ($0.01) | ($0.01) | ($0.01) | ($0.02) |
Basic and diluted net loss per share | ($0.15) | ($0.04) | ($0.21) | ($0.14) | ($0.13) | ($0.17) | ($0.15) | ($0.17) | ($0.53) | ($0.61) | ($0.99) |