Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 22, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | STEM | |
Entity Registrant Name | STEMCELLS INC | |
Entity Central Index Key | 883,975 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 108,807,706 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 21,185,263 | $ 24,987,603 |
Trade receivables | 2,625 | 159,466 |
Other receivables | 138,645 | 256,166 |
Prepaid assets | 917,796 | 1,017,726 |
Deferred financing costs, current | 4,162 | 22,082 |
Other assets, current | 24,189 | 64,928 |
Total current assets | 22,272,680 | 26,507,971 |
Property, plant and equipment, net | 5,441,329 | 5,186,958 |
Intangible assets, net | 294,329 | 356,889 |
Deferred financing costs, non-current | 1,224 | |
Other assets, non-current | 373,717 | 373,717 |
Total assets | 28,382,055 | 32,426,759 |
Current liabilities: | ||
Accounts payable | 1,391,716 | 1,818,831 |
Accrued expenses and other current liabilities | 5,627,486 | 4,869,710 |
Loan payable net of discount, current | 2,453,451 | 4,686,388 |
Deferred revenue, current | 16,826 | 16,826 |
Capital lease obligation, current | 22,567 | 20,191 |
Deferred rent, current | 123,333 | 85,925 |
Total current liabilities | 9,635,379 | 11,497,871 |
Capital lease obligations, non-current | 15,977 | 9,230 |
Loan payable net of discount, non-current | 8,916,641 | 10,334,029 |
Fair value of warrant liability | 615,925 | 1,684,551 |
Deferred rent, non-current | 1,656,330 | 1,734,214 |
Deferred revenue, non-current | 33,465 | 46,084 |
Other long-term liabilities | 399,370 | 1,250,007 |
Total liabilities | $ 21,273,087 | $ 26,555,986 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 225,000,000 shares authorized; issued and outstanding 108,589,273 at September 30, 2015 and 68,729,774 at December 31, 2014 | $ 1,085,893 | $ 687,298 |
Additional paid-in capital | 453,702,872 | 425,389,693 |
Accumulated deficit | (447,726,670) | (420,271,608) |
Accumulated other comprehensive income | 46,873 | 65,390 |
Total stockholders' equity | 7,108,968 | 5,870,773 |
Total liabilities and stockholders' equity | $ 28,382,055 | $ 32,426,759 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
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 | 108,589,273 | 68,729,774 |
Common stock, shares outstanding | 108,589,273 | 68,729,774 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Revenue from licensing agreements, grants and other | $ 37,030 | $ 82,406 | $ 88,158 | $ 129,469 |
Operating expenses: | ||||
Research and development | 7,719,720 | 4,396,873 | 21,250,896 | 14,865,874 |
General and administrative | 2,305,241 | 2,065,117 | 7,058,166 | 6,444,786 |
Total operating expenses | 10,024,961 | 6,461,990 | 28,309,062 | 21,310,660 |
Loss from operations | (9,987,931) | (6,379,584) | (28,220,904) | (21,181,192) |
Other income (expense): | ||||
Change in fair value of warrant liability | 427,589 | 4,076,360 | 1,068,626 | 95,266 |
Interest income | 2,171 | 2,223 | 5,704 | 6,097 |
Interest expense | (106,843) | (311,349) | (438,466) | (1,035,061) |
Other income (expense), net | 22,367 | (7,244) | 129,978 | (38,128) |
Total other income (expense), net | 345,284 | 3,759,990 | 765,842 | (971,826) |
Net loss from continuing operations | (9,642,647) | (2,619,594) | (27,455,062) | (22,153,018) |
Discontinued operations: | ||||
Loss from discontinued operations | (137,592) | (339,648) | ||
Net loss | $ (9,642,647) | $ (2,757,186) | $ (27,455,062) | $ (22,492,666) |
Basic and diluted net loss per share: | ||||
Basic and diluted net loss per share from continuing operations | $ (0.09) | $ (0.04) | $ (0.30) | $ (0.38) |
Basic and diluted net loss per share from discontinued operations | 0 | 0 | 0 | 0 |
Basic and diluted net loss per share | $ (0.09) | $ (0.04) | $ (0.30) | $ (0.38) |
Weighted average number of common shares outstanding, basic and diluted | 108,478,361 | 66,535,000 | 91,106,853 | 59,224,989 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net and comprehensive loss from continuing operations | $ (9,642,647) | $ (2,619,594) | $ (27,455,062) | $ (22,153,018) |
Discontinued operations: | ||||
Net loss from discontinued operations | (137,592) | (339,648) | ||
Foreign currency translation adjustments | (2,927) | (182,933) | (18,517) | (72,364) |
Comprehensive loss from discontinued operations | (2,927) | (320,525) | (18,517) | (412,012) |
Comprehensive loss | $ (9,645,574) | $ (2,940,119) | $ (27,473,579) | $ (22,565,030) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash flows from operating activities: | |||
Net loss | $ (27,455,062) | $ (22,492,666) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 840,533 | 992,612 | |
Stock-based compensation | 4,086,710 | 1,543,577 | |
Amortization of debt discount and issuance costs | 98,988 | 192,117 | |
(Gain) loss on disposal of fixed assets | (168,898) | 8,845 | |
Change in fair value of warrant liability | (1,068,626) | (95,266) | |
Changes in operating assets and liabilities: | |||
Trade receivables | 152,877 | 37,121 | |
Accrued interest and other receivables | 113,746 | 277,173 | |
Prepaid and other current assets | 213,761 | (483,178) | |
Accounts payable and accrued expenses | (511,188) | (911,327) | |
Deferred revenue | (12,619) | (52,291) | |
Deferred rent | (40,477) | 5,500 | |
Other assets non-current | 17,207 | ||
Net cash used in operating activities | (23,750,255) | (20,960,576) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (1,005,273) | (598,432) | |
Proceeds from sale of property, plant and equipment | 168,713 | ||
Net cash used in investing activities | (836,560) | (598,432) | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 24,942,963 | 18,952,721 | |
Proceeds from exercise of warrants, net of issuance costs | 1,974,931 | ||
Proceeds from loan payable, net of issuance costs | 5,775,543 | ||
Repayment of loan payable | (3,730,168) | (2,996,204) | |
Repayment of capital lease obligations | (17,764) | (15,842) | |
Payments related to net share issuance of stock based awards | (392,587) | (499,333) | |
Net cash provided by financing activities | 20,802,444 | 23,191,816 | |
Increase (decrease) in cash and cash equivalents | (3,784,371) | 1,632,808 | |
Effects of foreign exchange rate changes on cash | (17,969) | (5,643) | |
Cash and cash equivalents, beginning of period | 24,987,603 | 30,585,424 | |
Cash and cash equivalents, end of period | 21,185,263 | 32,212,589 | |
Supplemental disclosure of cash flow information: | |||
Interest paid | 191,895 | $ 384,545 | |
Supplemental schedule of non-cash investing and financing activities: | |||
Equipment acquired under a capital lease | [1] | $ 28,882 | |
[1] | Represents the present value of future minimum capital lease payments for equipment leased. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
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 stem cell therapeutics and related technologies. The accompanying financial data as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. The December 31, 2014 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. However, we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. We have incurred significant operating losses since inception. We expect to incur additional operating losses over the foreseeable future. We have very limited liquidity and capital resources and must obtain significant additional capital and other resources in order to provide funding for our product development efforts, the acquisition of technologies, businesses and intellectual property rights, preclinical and clinical testing of our 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, credit facilities, 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. 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 condensed consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd, and Stem Cell Sciences (UK) Ltd . 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 U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. Significant estimates include the following: • the grant date fair value of stock-based awards recognized as compensation expense (see Note 6, “Stock-Based Compensation”); and • the fair value of warrants recorded as a liability (see Note 9, “Warrant Liability”). 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 Stem Cell Sciences Subsidiary in Cambridge, UK (SCS). The results of operations for this component have been classified as discontinued operations for all periods in our Consolidated Statement of Operations. Financial Instruments Cash and Cash Equivalents Cash equivalents are money market accounts, money market funds and investments with maturities of 90 days or less from the date of purchase. Receivables Our receivables generally consist of interest income on our financial instruments and royalties due from licensing agreements. 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 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. The Series A Warrants contain full ratchet anti-dilution price protection so that, in most situations, upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the Series A Warrants, the Series A exercise price will be reset to the lower common stock sales price As a result of our April 2015 financing, the exercise price of the outstanding Series A warrants were reduced from $1.40 per share to $0.6999999 per share. As terms of 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 Series A Warrants is determined using a Monte Carlo simulation model (see Note 9, “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 September 30, 2015, was approximately $616,000. Intangible Assets 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 related license agreement. Revenue Recognition We currently recognize revenue resulting from the licensing and use of our technology and intellectual property. Licensing agreements may contain multiple elements, such as upfront fees, payments related to the achievement of particular milestones and royalties. Revenue from upfront 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. Stock-Based Compensation Compensation expense for stock-based payment awards to employees is based on their grant date fair value as calculated and amortized over their vesting period. See Note 6, “Stock-Based Compensation” for further information. We use the Black-Scholes model to calculate the fair value of stock-based awards. Per Share Data Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income or loss per share is computed based on the weighted average number of shares of common stock and other dilutive securities. To the extent these securities are anti-dilutive, they are excluded from the calculation of diluted earnings per share. The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net loss from continuing operations $ (9,642,647 ) $ (2,619,594 ) $ (27,455,062 ) $ (22,153,018 ) Net loss from discontinued operations — (137,592 ) — (339,648 ) Net loss $ (9,642,647 ) $ (2,757,186 ) $ (27,455,062 ) $ (22,492,666 ) Weighted average shares outstanding used to compute basic and diluted net income or loss per share 108,478,361 66,535,000 91,106,853 59,224,989 Basic and diluted net loss per share from continuing operations $ (0.09 ) $ (0.04 ) $ (0.30 ) $ (0.38 ) Basic and diluted net loss per share from discontinued operations — — — — Basic and diluted net loss per share $ (0.09 ) $ (0.04 ) $ (0.30 ) $ (0.38 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net income or loss per share because the effect would have been anti-dilutive as of September 30: 2015 2014 Options 2,794,229 317,729 Restricted stock units 9,262,518 3,384,940 Warrants 44,277,849 23,478,181 Total 56,334,596 27,180,850 In August 2015, 9,604,520 warrants expired unexercised by their terms. These warrants were issued as part of a financing transaction in July 2014. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income or loss and other comprehensive income or loss (OCL). OCL includes certain changes in stockholders’ equity that are excluded from net income or loss. Specifically, when applicable, we include in OCL changes in unrealized gains and losses on foreign currency translations. Accumulated other comprehensive income was $46,873 as of September 30, 2015, and accumulated other comprehensive income was $65,390, as of December 31, 2014. Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ” In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest” |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Note 2. Financial Instruments The following table summarizes the fair value of our cash and cash equivalents held in our current investment portfolio: Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value September 30, 2015 Cash $ 506,685 $ — $ — $ 506,685 Cash equivalents 20,678,578 — — 20,678,578 Total cash and cash equivalents $ 21,185,263 $ — $ — $ 21,185,263 Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value December 31, 2014 Cash $ 1,398,928 $ — $ — $ 1,398,928 Cash equivalents 23,588,675 — — 23,588,675 Total cash and cash equivalents $ 24,987,603 $ — $ — $ 24,987,603 At September 30, 2015, 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 Condensed 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. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2015 | |
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 Level 2 Level 3 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 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. 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. While subjective, the sensitivity of the unobservable inputs is not significant and the main driver in the sensitivity of the calculation is an observable input which is the share price. The following table presents financial assets and liabilities measured at fair value as of September 30, 2015: Fair Value Measurement at Report Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) As of September 30, 2015 Financial assets: Cash equivalents: Money market funds $ 21,744 $ — $ — $ 21,744 U.S. Treasury debt obligations 20,656,834 — — 20,656,834 Total financial assets $ 20,678,578 $ — $ — $ 20,678,578 Financial liabilities: Loan payable net of discounts — — 11,370,092 11,370,092 Warrant liabilities — — 615,925 615,925 Total financial liabilities $ — $ — $ 11,986,017 $ 11,986,017 Level 3 Reconciliation The following table presents a roll forward for liabilities measured at fair value using significant unobservable inputs (Level 3) for 2015: Warrant liabilities Balance at June 30, 2015 $ 1,043,514 Less change in fair value of warrants (427,589 ) Balance at September 30, 2015 $ 615,925 Loan payable net of discounts Balance at June 30, 2015 $ 12,383,018 Add amortization of discount 19,188 Less repayments of principal (1,032,114 ) Balance at September 30, 2015 $ 11,370,092 Current portion 2,453,451 Non-current portion 8,916,641 Balance at September 30, 2015 $ 11,370,092 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 4. Property, Plant and Equipment Property, plant and equipment balances at September 30, 2015 and December 31, 2014 are summarized below: September 30, 2015 December 31, 2014 Building and improvements $ 3,601,368 $ 6,794,556 Machinery and equipment 8,490,361 8,161,291 Furniture and fixtures 332,831 639,909 12,424,560 15,595,756 Less accumulated depreciation (6,983,231 ) (10,408,798 ) Property, plant and equipment, net $ 5,441,329 $ 5,186,958 Depreciation expense was approximately $274,000 and $778,000 respectively for the three and nine month period ended September 30, 2015. For the similar periods in 2014, depreciation expense was $246,000 and $766,000 respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets The components of our intangible assets at September 30, 2015 are summarized below: Intangible Asset Class Cost Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period Patents and licenses $ 1,243,612 $ (949,283 ) $ 294,329 15 years Amortization expense was approximately $21,000 in the third quarter of 2015 and expected amortization expense for the year ended December 31, 2015 is approximately $83,000. The expected future annual amortization expense for each of the next five years based on current balances of our intangible assets is approximately as follows: For the year ending December 31: 2016 $ 75,496 2017 $ 54,923 2018 $ 27,978 2019 $ 27,978 2020 $ 26,594 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 6. Stock-Based Compensation We currently grant stock-based compensation under two equity incentive plans (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 September 30, 2015, we had 4,890,558 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. Stock based awards may vest over a period of time from the date of grant or upon the attainment of certain performance goals established by the Compensation Committee or the Single Member Committee established under our 2006 Equity Incentive Plan and our 2013 Equity Incentive Plan. 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 three and nine months ended September 30 was as follows: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Research and development expense $ 781,791 $ 188,357 $ 2,063,499 $ 414,246 General and administrative expense 644,451 320,454 2,023,211 1,129,331 Total stock-based compensation $ 1,426,242 $ 508,811 $ 4,086,710 $ 1,543,577 Effect on basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.03 ) As of September 30, 2015, we had approximately $8,154,000 of total unrecognized compensation expense related to unvested awards of stock options and restricted stock units granted under our various equity incentive plans that we expect to recognize over a weighted-average vesting period of 1.9 years. Stock Options A summary of our stock option activity for the three months ended September 30, 2015 is as follows: Number of options Weighted-average exercise price ($) per share Outstanding options at June 30, 2015 2,765,229 2.49 Granted 1 105,000 0.43 Exercised — — Cancelled (76,000 ) 1.39 Outstanding options at September 30, 2015 2,794,229 2.44 A summary of changes in unvested options for the three months ended September 30, 2015 is as follows: Number of options Weighted-average exercise price ($) per share Weighted-average grant date fair value ($) per option Unvested options at June 30, 2015 2,490,000 0.70 0.46 Granted 105,000 0.43 0.28 Vested — — — Cancelled (75,000 ) 0.71 0.49 Unvested options at September 30, 2015 2,520,000 0.69 0.45 Restricted Stock Units We have granted restricted stock units (RSUs) to certain employees and members of the Board of Directors which entitle the holders to receive shares of our common stock upon vesting of the RSUs. The fair value of restricted stock units granted is based upon the market price of the underlying common stock as if it were vested and issued on the date of grant. 1 These stock awards are performance based and vest on achievement of predefined milestones. A summary of changes in our restricted stock units for the three months ended September 30, 2015 is as follows: Number of RSUs Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2015 9,358,518 1.22 Granted 2 100,000 0.41 Vested and exercised (87,500 ) 1.93 Cancelled (108,500 ) 1.14 Outstanding at September 30, 2015 9,262,518 1.20 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. At September 30, 2015 and 2014, there were 110,593 SARs outstanding. All of the outstanding SARs as of September 30, 2015 are fully vested. There were no SARs granted, exercised or forfeited during the three months ended September 30, 2015. 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 three months ended September 30, 2015 and 2014, the re-measured liability and expense for the respective periods related to the SARs were not significant. The compensation expense related to the SARs recognized for the three months ended September 30, 2015 may not be representative of compensation expense for future periods and its resulting effect on net loss and net loss per share attributable to common stockholders, 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. |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Loan Payable | Note 7. 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%. 2 These stock awards are performance based and vest on achievement of predefined milestones. The following table is a summary of the changes in the carrying value of our loan payable to Silicon Valley Bank for the three months ended September 30, 2015: Silicon Valley Bank Loan Carrying value of loan payable at 6/30/2015 (current) $ 3,466,377 Repayment of principal (1,032,114 ) Accretion of discount 19,188 Carrying value of loan payable at 9/30/2015 (current) $ 2,453,451 Loan Agreement with California Institute for Regenerative Medicine In April 2013, we entered into an agreement with the California Institute of Regenerative Medicine (CIRM) under which CIRM would have provided 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 helped 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 certain pre-determined criteria for continued funding of this program by CIRM, the parties terminated the loan agreement and we wound down this pre-clinical study which had been funded in part by the CIRM loan agreement. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. 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 Lincoln, 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. In March 2015, we sold the vacant 21,000 square-foot pilot manufacturing facility and the vacant 3,000 square-foot cell processing facility in Lincoln, Rhode Island to an unrelated third party net of expenses for approximately $149,000. 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 $1,395,000 as of September 30, 2015, and approximately $1,429,000 as of December 31, 2014. 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 $385,000 as of September 30, 2015, and approximately $391,000 as of December 31, 2014. 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, which we exercised in February 2015. In December 2014, we sold our SC Proven reagent and cell culture business and as part of the wind-down of our business operations in UK, sublet our leased space from January 2015 to our opted early termination date of October 2015. 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. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Warrant Liability | Note 9. 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 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 condensed consolidated statements of operations. The November 2009 warrants expired unexercised by their own terms in April 2015. 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 consisted 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, and declared effective by, the SEC. The Series A Warrants contain full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding Series A Warrants, the Series A exercise price will be reset to the lower common stock sales price As a result of our April 2015 financing, the exercise price of the Series A warrants were reduced from $1.40 per share to $0.6999999 per share. The assumptions used for the Monte Carlo simulation model to value the outstanding Series A Warrants at September 30, 2015 are as follows: Risk-free interest rate per year 0.40 % Expected volatility per year 66.4 % Expected dividend yield 0 % Expected life (years) 1.2 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 2015: Series A Number of Warrants Fair value $ Balance at December 31, 2014 6,936,880 $ 1,684,551 Changes in fair value — (1,068,626 ) Balance at September 30, 2015 6,936,880 $ 615,925 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 condensed 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. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 stem cell therapeutics and related technologies. The accompanying financial data as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. The December 31, 2014 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. However, we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. We have incurred significant operating losses since inception. We expect to incur additional operating losses over the foreseeable future. We have very limited liquidity and capital resources and must obtain significant additional capital and other resources in order to provide funding for our product development efforts, the acquisition of technologies, businesses and intellectual property rights, preclinical and clinical testing of our 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, credit facilities, 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. 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 condensed consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd, and Stem Cell Sciences (UK) Ltd . 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 U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. Significant estimates include the following: • the grant date fair value of stock-based awards recognized as compensation expense (see Note 6, “Stock-Based Compensation”); and • the fair value of warrants recorded as a liability (see Note 9, “Warrant Liability”). |
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 Stem Cell Sciences Subsidiary in Cambridge, UK (SCS). The results of operations for this component have been classified as discontinued operations for all periods in our Consolidated Statement of Operations. |
Financial Instruments | Financial Instruments Cash and Cash Equivalents Cash equivalents are money market accounts, money market funds and investments with maturities of 90 days or less from the date of purchase. Receivables Our receivables generally consist of interest income on our financial instruments and royalties due from licensing agreements. 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 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. The Series A Warrants contain full ratchet anti-dilution price protection so that, in most situations, upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the Series A Warrants, the Series A exercise price will be reset to the lower common stock sales price As a result of our April 2015 financing, the exercise price of the outstanding Series A warrants were reduced from $1.40 per share to $0.6999999 per share. As terms of 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 Series A Warrants is determined using a Monte Carlo simulation model (see Note 9, “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 September 30, 2015, was approximately $616,000. |
Intangible Assets | Intangible Assets 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 related license agreement. |
Revenue Recognition | Revenue Recognition We currently recognize revenue resulting from the licensing and use of our technology and intellectual property. Licensing agreements may contain multiple elements, such as upfront fees, payments related to the achievement of particular milestones and royalties. Revenue from upfront 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. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for stock-based payment awards to employees is based on their grant date fair value as calculated and amortized over their vesting period. See Note 6, “Stock-Based Compensation” for further information. We use the Black-Scholes model to calculate the fair value of stock-based awards. |
Per Share Data | Per Share Data Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income or loss per share is computed based on the weighted average number of shares of common stock and other dilutive securities. To the extent these securities are anti-dilutive, they are excluded from the calculation of diluted earnings per share. The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net loss from continuing operations $ (9,642,647 ) $ (2,619,594 ) $ (27,455,062 ) $ (22,153,018 ) Net loss from discontinued operations — (137,592 ) — (339,648 ) Net loss $ (9,642,647 ) $ (2,757,186 ) $ (27,455,062 ) $ (22,492,666 ) Weighted average shares outstanding used to compute basic and diluted net income or loss per share 108,478,361 66,535,000 91,106,853 59,224,989 Basic and diluted net loss per share from continuing operations $ (0.09 ) $ (0.04 ) $ (0.30 ) $ (0.38 ) Basic and diluted net loss per share from discontinued operations — — — — Basic and diluted net loss per share $ (0.09 ) $ (0.04 ) $ (0.30 ) $ (0.38 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net income or loss per share because the effect would have been anti-dilutive as of September 30: 2015 2014 Options 2,794,229 317,729 Restricted stock units 9,262,518 3,384,940 Warrants 44,277,849 23,478,181 Total 56,334,596 27,180,850 In August 2015, 9,604,520 warrants expired unexercised by their terms. These warrants were issued as part of a financing transaction in July 2014. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income or loss and other comprehensive income or loss (OCL). OCL includes certain changes in stockholders’ equity that are excluded from net income or loss. Specifically, when applicable, we include in OCL changes in unrealized gains and losses on foreign currency translations. Accumulated other comprehensive income was $46,873 as of September 30, 2015, and accumulated other comprehensive income was $65,390, as of December 31, 2014. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ” In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest” |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basic and Diluted Net Loss per Share Computations | The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Net loss from continuing operations $ (9,642,647 ) $ (2,619,594 ) $ (27,455,062 ) $ (22,153,018 ) Net loss from discontinued operations — (137,592 ) — (339,648 ) Net loss $ (9,642,647 ) $ (2,757,186 ) $ (27,455,062 ) $ (22,492,666 ) Weighted average shares outstanding used to compute basic and diluted net income or loss per share 108,478,361 66,535,000 91,106,853 59,224,989 Basic and diluted net loss per share from continuing operations $ (0.09 ) $ (0.04 ) $ (0.30 ) $ (0.38 ) Basic and diluted net loss per share from discontinued operations — — — — Basic and diluted net loss per share $ (0.09 ) $ (0.04 ) $ (0.30 ) $ (0.38 ) |
Schedule of Anti-dilutive Securities | The following outstanding potentially dilutive securities were excluded from the computation of diluted net income or loss per share because the effect would have been anti-dilutive as of September 30: 2015 2014 Options 2,794,229 317,729 Restricted stock units 9,262,518 3,384,940 Warrants 44,277,849 23,478,181 Total 56,334,596 27,180,850 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Cash Equivalents Held in Investment Portfolio | The following table summarizes the fair value of our cash and cash equivalents held in our current investment portfolio: Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value September 30, 2015 Cash $ 506,685 $ — $ — $ 506,685 Cash equivalents 20,678,578 — — 20,678,578 Total cash and cash equivalents $ 21,185,263 $ — $ — $ 21,185,263 Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value December 31, 2014 Cash $ 1,398,928 $ — $ — $ 1,398,928 Cash equivalents 23,588,675 — — 23,588,675 Total cash and cash equivalents $ 24,987,603 $ — $ — $ 24,987,603 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value | The following table presents financial assets and liabilities measured at fair value as of September 30, 2015: Fair Value Measurement at Report Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) As of September 30, 2015 Financial assets: Cash equivalents: Money market funds $ 21,744 $ — $ — $ 21,744 U.S. Treasury debt obligations 20,656,834 — — 20,656,834 Total financial assets $ 20,678,578 $ — $ — $ 20,678,578 Financial liabilities: Loan payable net of discounts — — 11,370,092 11,370,092 Warrant liabilities — — 615,925 615,925 Total financial liabilities $ — $ — $ 11,986,017 $ 11,986,017 |
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 2015: Warrant liabilities Balance at June 30, 2015 $ 1,043,514 Less change in fair value of warrants (427,589 ) Balance at September 30, 2015 $ 615,925 Loan payable net of discounts Balance at June 30, 2015 $ 12,383,018 Add amortization of discount 19,188 Less repayments of principal (1,032,114 ) Balance at September 30, 2015 $ 11,370,092 Current portion 2,453,451 Non-current portion 8,916,641 Balance at September 30, 2015 $ 11,370,092 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Balances | Property, plant and equipment balances at September 30, 2015 and December 31, 2014 are summarized below: September 30, 2015 December 31, 2014 Building and improvements $ 3,601,368 $ 6,794,556 Machinery and equipment 8,490,361 8,161,291 Furniture and fixtures 332,831 639,909 12,424,560 15,595,756 Less accumulated depreciation (6,983,231 ) (10,408,798 ) Property, plant and equipment, net $ 5,441,329 $ 5,186,958 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets | The components of our intangible assets at September 30, 2015 are summarized below: Intangible Asset Class Cost Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period Patents and licenses $ 1,243,612 $ (949,283 ) $ 294,329 15 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 approximately as follows: For the year ending December 31: 2016 $ 75,496 2017 $ 54,923 2018 $ 27,978 2019 $ 27,978 2020 $ 26,594 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Our stock-based compensation expense for the three and nine months ended September 30 was as follows: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Research and development expense $ 781,791 $ 188,357 $ 2,063,499 $ 414,246 General and administrative expense 644,451 320,454 2,023,211 1,129,331 Total stock-based compensation $ 1,426,242 $ 508,811 $ 4,086,710 $ 1,543,577 Effect on basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.03 ) |
Stock Option Activity | A summary of our stock option activity for the three months ended September 30, 2015 is as follows: Number of options Weighted-average exercise price ($) per share Outstanding options at June 30, 2015 2,765,229 2.49 Granted 1 105,000 0.43 Exercised — — Cancelled (76,000 ) 1.39 Outstanding options at September 30, 2015 2,794,229 2.44 |
Summary of Changes in Unvested Options | A summary of changes in unvested options for the three months ended September 30, 2015 is as follows: Number of options Weighted-average exercise price ($) per share Weighted-average grant date fair value ($) per option Unvested options at June 30, 2015 2,490,000 0.70 0.46 Granted 105,000 0.43 0.28 Vested — — — Cancelled (75,000 ) 0.71 0.49 Unvested options at September 30, 2015 2,520,000 0.69 0.45 |
Summary of Changes in Restricted Stock Unit Activity | A summary of changes in our restricted stock units for the three months ended September 30, 2015 is as follows: Number of RSUs Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2015 9,358,518 1.22 Granted 2 100,000 0.41 Vested and exercised (87,500 ) 1.93 Cancelled (108,500 ) 1.14 Outstanding at September 30, 2015 9,262,518 1.20 |
Loan Payable (Tables)
Loan Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 % |
Silicon Valley Bank [Member] | |
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 to Silicon Valley Bank for the three months ended September 30, 2015: Silicon Valley Bank Loan Carrying value of loan payable at 6/30/2015 (current) $ 3,466,377 Repayment of principal (1,032,114 ) Accretion of discount 19,188 Carrying value of loan payable at 9/30/2015 (current) $ 2,453,451 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 are as follows: Risk-free interest rate per year 0.40 % Expected volatility per year 66.4 % Expected dividend yield 0 % Expected life (years) 1.2 |
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 2015: Series A Number of Warrants Fair value $ Balance at December 31, 2014 6,936,880 $ 1,684,551 Changes in fair value — (1,068,626 ) Balance at September 30, 2015 6,936,880 $ 615,925 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 31, 2015shares | Dec. 31, 2011$ / sharesshares | Jun. 30, 2012shares | Sep. 30, 2015USD ($)Segmentshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013shares | Dec. 31, 2012shares | Dec. 31, 2011$ / sharesshares | Apr. 30, 2015$ / shares | |
Class of Warrant or Right [Line Items] | |||||||||
Number of segments | Segment | 1 | ||||||||
Maturity period for market accounts, money market funds and investments | 90 days | ||||||||
Fair value of warrant liability | $ | $ 615,925 | $ 1,684,551 | |||||||
Value of patent | $ | 0 | ||||||||
Accumulated other comprehensive income | $ | $ 46,873 | $ 65,390 | |||||||
Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 1 | ||||||||
Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Fair value of warrant liability | $ | $ 616,000 | ||||||||
Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 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 | 8,000,000 | |||||||
Term of warrant | 5 years | ||||||||
Number of warrants exercised | 1,180,015 | 384,534 | 2,198,571 | ||||||
Number of warrants issued upon Series B warrants exercise | 2,700,000 | 2,700,000 | |||||||
December 2011 Financing [Member] | Series B Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by warrants | 8,000,000 | 8,000,000 | |||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | |||||||
Term of warrant | 90 days | 90 days | |||||||
Number of warrants exercised | 2,700,000 | 2,700,000 | |||||||
Number of warrants expired | 5,300,000 | 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 | 1 | |||||||
Number of shares issued upon Series B warrants exercise | 2,700,000 | ||||||||
December 2011 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 1.40 | $ 1.40 | |||||||
Number of shares issued upon Series B warrants exercise | 1,180,015 | 384,534 | 2,198,571 | ||||||
April 2015 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 0.6999999 | ||||||||
July 2014 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants expired | 9,604,520 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Basic and Diluted Net Loss per Share Computations (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (9,642,647) | $ (2,619,594) | $ (27,455,062) | $ (22,153,018) |
Net loss from discontinued operations | (137,592) | (339,648) | ||
Net loss | $ (9,642,647) | $ (2,757,186) | $ (27,455,062) | $ (22,492,666) |
Weighted average shares outstanding used to compute basic and diluted net income or loss per share | 108,478,361 | 66,535,000 | 91,106,853 | 59,224,989 |
Basic and diluted net loss per share from continuing operations | $ (0.09) | $ (0.04) | $ (0.30) | $ (0.38) |
Basic and diluted net loss per share from discontinued operations | 0 | 0 | 0 | 0 |
Basic and diluted net loss per share | $ (0.09) | $ (0.04) | $ (0.30) | $ (0.38) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Stock [Line Items] | ||
Anti-dilutive securities | 56,334,596 | 27,180,850 |
Options [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities | 2,794,229 | 317,729 |
Restricted stock units [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities | 9,262,518 | 3,384,940 |
Warrants [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities | 44,277,849 | 23,478,181 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents Held in Investment Portfolio (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 21,185,263 | $ 24,987,603 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 21,185,263 | 24,987,603 |
Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 506,685 | 1,398,928 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 506,685 | 1,398,928 |
Cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 20,678,578 | 23,588,675 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | $ 20,678,578 | $ 23,588,675 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities Measured at Fair Value (Detail) - Fair Value, Measurements [Member] | Sep. 30, 2015USD ($) |
Financial assets: | |
Total financial assets | $ 20,678,578 |
Financial liabilities: | |
Total financial liabilities | 11,986,017 |
Money market funds [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 21,744 |
U.S. Treasury debt obligations [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 20,656,834 |
Loan Payable [Member] | |
Financial liabilities: | |
Total financial liabilities | 11,370,092 |
Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | 615,925 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |
Financial assets: | |
Total financial assets | 20,678,578 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 21,744 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury debt obligations [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 20,656,834 |
Unobservable Inputs (Level 3) [Member] | |
Financial liabilities: | |
Total financial liabilities | 11,986,017 |
Unobservable Inputs (Level 3) [Member] | Loan Payable [Member] | |
Financial liabilities: | |
Total financial liabilities | 11,370,092 |
Unobservable Inputs (Level 3) [Member] | Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | $ 615,925 |
Fair Value Measurement - Roll F
Fair Value Measurement - Roll Forward for Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Less change in fair value of warrants | $ 427,589 | $ 4,076,360 | $ 1,068,626 | $ 95,266 | |
Less repayments of principal | (3,730,168) | $ (2,996,204) | |||
Warrant Liabilities [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Balance at June 30, 2015 | 1,043,514 | ||||
Less change in fair value of warrants | (427,589) | ||||
Balance at September 30, 2015 | 615,925 | 615,925 | |||
Balance at September 30, 2015 | 1,043,514 | 615,925 | $ 615,925 | ||
Loan Payable Net of Discounts [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Balance at June 30, 2015 | 12,383,018 | ||||
Add amortization of discount | 19,188 | ||||
Less repayments of principal | (1,032,114) | ||||
Balance at September 30, 2015 | 11,370,092 | 11,370,092 | |||
Current portion | 2,453,451 | ||||
Non-current portion | 8,916,641 | ||||
Balance at September 30, 2015 | $ 12,383,018 | $ 11,370,092 | $ 11,370,092 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment Balances (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 12,424,560 | $ 15,595,756 |
Less accumulated depreciation | (6,983,231) | (10,408,798) |
Property, plant and equipment, net | 5,441,329 | 5,186,958 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 3,601,368 | 6,794,556 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 8,490,361 | 8,161,291 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 332,831 | $ 639,909 |
Property, Plant and Equipment32
Property, Plant and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 274,000 | $ 246,000 | $ 778,000 | $ 766,000 |
Intangible Assets - Components
Intangible Assets - Components of Intangible Assets (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 294,329 | $ 356,889 |
Patents and Licenses [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,243,612 | |
Accumulated Amortization | (949,283) | |
Net Carrying Amount | $ 294,329 | |
Weighted-Average Amortization Period | 15 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Amortization expense | $ 21,000 |
Expected amortization expense for the year ended December 31, 2015 | $ 83,000 |
Intangible Assets - Expected Fu
Intangible Assets - Expected Future Annual Amortization Expense (Detail) | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 75,496 |
2,017 | 54,923 |
2,018 | 27,978 |
2,019 | 27,978 |
2,020 | $ 26,594 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Dec. 20, 2013shares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)Incentive_Plan$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity incentive plans | Incentive_Plan | 2 | |||
Total unrecognized compensation expense | $ | $ 8,154,000 | $ 8,154,000 | ||
Vesting period | 1 year 10 months 24 days | |||
Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant | 6,000,000 | 4,890,558 | 4,890,558 | |
Annual increase in number of shares of common stock | 4.00% | 4.00% | ||
Aggregate limit of shares issuable to incentive stock option awards | 3,000,000 | 3,000,000 | ||
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] | ||||
Term of years | 10 years | |||
Exercise price | $ / shares | $ 20 | $ 20 | ||
Percentage of vested grant yearly | 25.00% | |||
Percentage of vested grant monthly | 75.00% | |||
Number of SARs, outstanding | 110,593 | 110,593 | 110,593 | |
Number of SARs, Granted | 0 | |||
Number of SARs, Exercised | 0 | |||
Number of SARs, Forfeited | 0 | |||
Vesting period of grant date | 3 years | |||
Reduced compensation expense | $ | $ 0 | $ 0 | ||
Restricted Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of years | 10 years | |||
Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unexercised vested option forfeiture | 3 months | |||
Options [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of years | 10 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense and effect on net loss | $ 1,426,242 | $ 508,811 | $ 4,086,710 | $ 1,543,577 |
Effect on basic and diluted net loss per share | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.03) |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense and effect on net loss | $ 781,791 | $ 188,357 | $ 2,063,499 | $ 414,246 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense and effect on net loss | $ 644,451 | $ 320,454 | $ 2,023,211 | $ 1,129,331 |
Stock-Based Compensation - St38
Stock-Based Compensation - Stock Option Activity (Detail) | 3 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Beginning balance | 2,765,229 |
Number of options, Granted | 105,000 |
Number of options, Exercised | 0 |
Number of options, Cancelled | (76,000) |
Number of options, Ending balance | 2,794,229 |
Weighted-average exercise price per share, Beginning balance | $ / shares | $ 2.49 |
Weighted-average exercise price per share, Granted | $ / shares | 0.43 |
Weighted-average exercise price per share, Exercised | $ / shares | 0 |
Weighted-average exercise price per share, Cancelled | $ / shares | 1.39 |
Weighted-average exercise price per share, Ending balance | $ / shares | $ 2.44 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Changes in Unvested Options (Detail) | 3 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Granted | shares | 105,000 |
Weighted-average exercise price per share, Beginning balance | $ 2.49 |
Weighted-average exercise price per share, Granted | 0.43 |
Weighted-average exercise price per share, Cancelled | 1.39 |
Weighted-average exercise price per share, Ending balance | $ 2.44 |
Unvested stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Beginning balance | shares | 2,490,000 |
Number of options, Granted | shares | 105,000 |
Number of options, Vested | shares | 0 |
Number of options, Cancelled | shares | (75,000) |
Number of options, Ending balance | shares | 2,520,000 |
Weighted-average exercise price per share, Beginning balance | $ 0.70 |
Weighted-average exercise price per share, Granted | 0.43 |
Weighted-average exercise price per share, Vested | 0 |
Weighted-average exercise price per share, Cancelled | 0.71 |
Weighted-average exercise price per share, Ending balance | 0.69 |
Weighted-average grant date fair value per option, Beginning balance | 0.46 |
Weighted-average grant date fair value per option, Granted | 0.28 |
Weighted-average grant date fair value per option, Vested | 0 |
Weighted-average grant date fair value per option, Cancelled | 0.49 |
Weighted-average grant date fair value per option, Ending balance | $ 0.45 |
Stock-Based Compensation - Su40
Stock-Based Compensation - Summary of Changes in Restricted Stock Unit Activity (Detail) - Restricted stock units [Member] | 3 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Beginning balance | 9,358,518 |
Number of RSUs, Granted | 100,000 |
Number of RSUs, Vested | (87,500) |
Number of RSUs, Cancelled | (108,500) |
Number of RSUs, Ending balance | 9,262,518 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 1.22 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0.41 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.93 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 1.14 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 1.20 |
Loan Payable - Additional Infor
Loan Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 14 Months Ended | |
Feb. 28, 2015 | Apr. 30, 2013 | Sep. 30, 2015 | Aug. 31, 2014 | |
Silicon Valley Bank Loan Agreement Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of warrant | 10 years | |||
Exercise price of warrants | $ 1.7034 | |||
Warrant expiration period | 2023-04 | |||
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 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from loan | $ 9,900,000 | |||
Cash discount | 100,000 | $ 100,000 | ||
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 | |||
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 | |||
Note issuance costs | $ 117,000 | |||
Deferred financing costs, discount and accretion percentage | 9.00% | |||
CIRM Loan Agreement [Member] | ||||
Debt Instrument [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 | |||
Repayment of aggregate loan proceeds received | $ 679,000 |
Loan Payable - Assumptions Used
Loan Payable - Assumptions Used for Black-Scholes Option Pricing Model (Detail) - Silicon Valley Bank Loan Agreement Warrant [Member] | 9 Months Ended |
Sep. 30, 2015 | |
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 Chang
Loan Payable - Summary of Changes in Carrying Value of Loan Payable (Detail) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Debt Instrument [Line Items] | |
Carrying value of loan payable (current) Ending Balance | $ 2,453,451 |
Silicon Valley Bank Loan Agreement [Member] | |
Debt Instrument [Line Items] | |
Carrying value of loan payable (current) Beginning Balance | 3,466,377 |
Repayment of principal | (1,032,114) |
Accretion of discount | 19,188 |
Carrying value of loan payable (current) Ending Balance | $ 2,453,451 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015USD ($)ft² | Oct. 31, 2013GBP (£) | Mar. 31, 2013USD ($) | Dec. 31, 2010USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitment And Contingencies [Line Items] | ||||||
Proceeds from the issuance of industrial revenue bonds | $ 5,000,000 | |||||
Period of maturity | 2014-08 | |||||
Proceeds from sale of property, plant and equipment | $ 149,000 | $ 168,713 | ||||
Deferred rent under sublease agreement | 123,333 | $ 85,925 | ||||
Pilot Manufacturing Facility [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Facility square-feet | ft² | 21,000 | |||||
Cell Processing Facility [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Facility square-feet | ft² | 3,000 | |||||
Prologis, L.P [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Term of lease | 10 years | |||||
Rent over term of lease | $ 3,497,000 | |||||
Deferred rent under sublease agreement | 385,000 | 391,000 | ||||
BMR-Gateway Boulevard LLC [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Term of lease | 11 years 6 months | |||||
Rent over term of lease | $ 17,869,000 | |||||
Deferred rent under sublease agreement | $ 1,395,000 | $ 1,429,000 | ||||
Stem Cell Sciences (U.K.) Ltd [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Term of lease | 3 years | |||||
Rental payments under the existing lease | £ | £ 53,000 | |||||
Lease termination date | Oct. 31, 2015 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2011$ / sharesshares | Nov. 30, 2009USD ($)$ / shares$ / Institutionsshares | Jun. 30, 2012shares | Sep. 30, 2015shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012USD ($)shares | Dec. 31, 2011USD ($)$ / shares$ / Stock_Unitshares | Apr. 30, 2015$ / shares | |
Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 1 | ||||||||
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 | 1 | ||||||||
November 2009 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of units sold to investors | 1,000,000 | ||||||||
Price per unit | $ / shares | $ 12.50 | ||||||||
Gross proceeds from units sold to investors | $ | $ 12,500,000 | ||||||||
Proceeds from sale of stock | $ | $ 11,985,000 | ||||||||
Warrant expiration period | 2009-11 | ||||||||
November 2009 Financing [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 0.40 | ||||||||
Exercise price of warrants | $ / shares | $ 15 | ||||||||
Number of securities callable by warrants | 400,000 | ||||||||
Number of warrants in each unit sold to institutional investors | $ / Institutions | 1 | ||||||||
December 2011 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per unit | $ / shares | $ 1.25 | ||||||||
Proceeds from issuance of common stock and warrants | $ | $ 10,000,000 | ||||||||
Number of Series A warrants in each unit issued in public offering | $ / Stock_Unit | 1 | ||||||||
December 2011 Financing [Member] | Series B Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | |||||||
Number of securities callable by warrants | 8,000,000 | 8,000,000 | |||||||
Term of warrant | 90 days | 90 days | |||||||
Warrant expiration date | May 2, 2012 | ||||||||
Number of warrants exercised | 2,700,000 | 2,700,000 | |||||||
Number of warrants expired | 5,300,000 | 5,300,000 | |||||||
December 2011 Financing [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by warrants | 8,000,000 | 8,000,000 | |||||||
Term of warrant | 5 years | ||||||||
Number of warrants exercised | 1,180,015 | 384,534 | 2,198,571 | ||||||
Number of warrants issued upon Series B warrants exercise | 2,700,000 | 2,700,000 | |||||||
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 | 1 | |||||||
Number of shares issued upon warrants exercise | 2,700,000 | ||||||||
December 2011 Financing [Member] | Common Stock [Member] | Series B Warrant [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued upon warrants exercise | 2,700,000 | ||||||||
December 2011 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 1.40 | $ 1.40 | |||||||
Number of shares issued upon warrants exercise | 1,180,015 | 384,534 | 2,198,571 | ||||||
December 2011 Financing [Member] | Capital Units [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities callable by warrants | 8,000,000 | 8,000,000 | |||||||
December 2011 Financing [Member] | Capital Units [Member] | Series B Warrant [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant expiration period | 2016-12 | ||||||||
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 | 1 | |||||||
April 2015 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 0.6999999 |
Warrant Liability - Assumptions
Warrant Liability - Assumptions Used for Monte Carlo Simulation Model (Detail) - Series A Warrants [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate per year | 0.40% |
Expected volatility per year | 66.40% |
Expected dividend yield | 0.00% |
Expected life (years) | 1 year 2 months 12 days |
Warrant Liability - Summary of
Warrant Liability - Summary of Changes in Fair Value of Warrant Liability (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Fair value of warrant liability, beginning balance | $ 1,684,551 | |||
Change in fair value of warrant liability | $ 427,589 | $ 4,076,360 | 1,068,626 | $ 95,266 |
Fair value of warrant liability, ending balance | $ 615,925 | $ 615,925 | ||
Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants, beginning balance | 6,936,880 | |||
Number of Warrants, changes in fair value | 0 | 0 | ||
Number of Warrants, ending balance | 6,936,880 | 6,936,880 | ||
Fair value of warrant liability, beginning balance | $ 1,684,551 | |||
Change in fair value of warrant liability | (1,068,626) | |||
Fair value of warrant liability, ending balance | $ 615,925 | $ 615,925 |