Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | STEM | ||
Entity Registrant Name | STEMCELLS INC | ||
Entity Central Index Key | 883,975 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 112,507,589 | ||
Entity Public Float | $ 57,426,079 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 12,110,565 | $ 24,987,603 |
Restricted cash | 2,422,500 | |
Trade receivables | 159,466 | |
Other receivables | 53,405 | 256,166 |
Prepaid assets | 625,296 | 1,017,726 |
Deferred financing costs, current | 1,224 | 22,082 |
Other assets, current | 64,928 | |
Total current assets | 15,212,990 | 26,507,971 |
Property, plant and equipment, net | 5,217,929 | 5,186,958 |
Other intangible assets, net | 45,816 | 356,889 |
Deferred financing costs, non-current | 1,224 | |
Other assets, non-current | 742,729 | 373,717 |
Total assets | 21,219,464 | 32,426,759 |
Current liabilities: | ||
Accounts payable | 2,512,045 | 1,818,831 |
Accrued expenses and other current liabilities | 5,731,596 | 4,869,710 |
Loan payable net of discount, current | 1,417,388 | 4,686,388 |
Deferred revenue, current | 16,826 | 16,826 |
Capital lease obligation, current | 20,032 | 20,191 |
Deferred rent, current | 132,338 | 85,925 |
Total current liabilities | 9,830,225 | 11,497,871 |
Capital lease obligations, non-current | 15,878 | 9,230 |
Loan payable net of discount, non-current | 8,916,641 | 10,334,029 |
Fair value of warrant liability | 770,964 | 1,684,551 |
Deferred rent, non-current | 1,621,338 | 1,734,214 |
Deferred revenue, non-current | 29,258 | 46,084 |
Other long-term liabilities | 369,370 | 1,250,007 |
Total liabilities | $ 21,553,674 | $ 26,555,986 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.01 par value; 225,000,000 shares authorized; issued and outstanding 111,348,241 at December 31, 2015 and 68,729,774 at December 31, 2014 | $ 1,113,483 | $ 687,298 |
Additional paid-in capital | 455,191,582 | 425,389,693 |
Accumulated deficit | (456,686,634) | (420,271,608) |
Accumulated other comprehensive income | 47,359 | 65,390 |
Total stockholders' equity (deficit) | (334,210) | 5,870,773 |
Total liabilities and stockholders' equity (deficit) | $ 21,219,464 | $ 32,426,759 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 111,348,241 | 68,729,774 |
Common stock, shares outstanding | 111,348,241 | 68,729,774 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Nov. 30, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Revenue from licensing agreements, grants and other | $ 116,887 | $ 1,012,391 | $ 172,297 |
Operating expenses: | |||
Research and development | 27,110,909 | 21,503,085 | 19,368,888 |
General and administrative | 9,334,174 | 10,419,620 | 8,834,271 |
Wind-down expenses | 392,230 | 61,837 | |
Total operating expenses | 36,837,313 | 31,922,705 | 28,264,996 |
Operating loss | (36,720,426) | (30,910,314) | (28,092,699) |
Other income (expense): | |||
Change in fair value of warrant liability | 913,587 | 2,422,451 | 3,253,253 |
Impairment of goodwill | (1,910,062) | ||
Impairment of other intangible assets | (239,241) | (530,100) | |
Interest income | 7,544 | 8,532 | 11,318 |
Interest expense | (506,319) | (1,295,404) | (1,166,782) |
Other income (expense), net | 129,829 | (45,766) | 8,218 |
Total other income (expense), net | 305,400 | (1,350,349) | 2,106,007 |
Net loss from continuing operations | (36,415,026) | (32,260,663) | (25,986,692) |
Discontinued operations: | |||
Loss from discontinued operations | (369,357) | (452,467) | |
Net loss on disposal of assets | (111,254) | ||
Net loss from discontinued operations | (480,611) | (452,467) | |
Net loss | $ (36,415,026) | $ (32,741,274) | $ (26,439,159) |
Basic and diluted net loss per share: | |||
Basic and diluted net loss per share from continuing operations | $ (0.38) | $ (0.52) | $ (0.60) |
Basic and diluted net loss per share from discontinued operations | (0.01) | (0.01) | |
Basic and diluted net loss per share | $ (0.38) | $ (0.53) | $ (0.61) |
Shares used to compute basic and diluted loss per share | 95,807,377 | 61,612,957 | 43,422,001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss from continuing operations | $ (36,415,026) | $ (32,260,663) | $ (25,986,692) |
Other comprehensive income (loss) | |||
Unrealized gains (losses) on marketable securities | 1,356 | ||
Comprehensive loss from continuing operations | (36,415,026) | (32,260,663) | (25,985,336) |
Discontinued operations: | |||
Net loss from discontinued operations | (480,611) | (452,467) | |
Other comprehensive income (loss) | (18,031) | (186,711) | 57,568 |
Comprehensive loss from discontinued operations | (18,031) | (667,322) | (394,899) |
Comprehensive loss | $ (36,433,057) | $ (32,927,985) | $ (26,380,235) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Beginning Balance at Dec. 31, 2012 | $ 13,984,617 | $ 375,063 | $ 374,507,552 | $ (361,091,175) | $ 193,177 |
Beginning Balance, Shares at Dec. 31, 2012 | 37,506,305 | ||||
Net loss | (26,439,159) | $ (26,439,159) | |||
Unrealized gain on foreign currency translation | 57,568 | 57,568 | |||
Change in unrealized gain on securities available-for-sale | 1,356 | $ 1,356 | |||
Issuance of common stock and warrants, net of issuance cost of $2,051,699, $1,335,327 and $2,015,808 in 2013, 2014 and 2015 respectively | 24,879,573 | $ 169,385 | 24,710,188 | ||
Issuance of common stock and warrants, net of issuance cost of $2,051,699, $1,335,327 and $2,015,808 in 2013, 2014 and 2015 respectively, Shares | 16,938,575 | ||||
Common stock issued for external services | 154,111 | $ 1,049 | 153,062 | ||
Common stock issued for external services, shares | 104,911 | ||||
Common stock issued pursuant to employee benefit plan | 132,071 | $ 829 | 131,242 | ||
Common stock issued pursuant to employee benefit plan, shares | 82,863 | ||||
Compensation expense from grant of options and restricted stock units (fair value) | 2,322,489 | $ 2,322,489 | |||
Compensation expense from grant of options, restricted stock units and stock (fair value), shares | 0 | 0 | 0 | 0 | |
Exercise of director stock options | $ 3,452 | $ 35 | $ 3,417 | ||
Exercise of director stock options, shares | 3,452 | 3,452 | |||
Exercise and net settlement of restricted stock units | $ (342,366) | $ 3,627 | (345,993) | ||
Exercise and net settlement of restricted stock units, shares | 362,657 | ||||
Common stock issued as consideration in the acquisition of a patent portfolio | 200,000 | $ 1,395 | 198,605 | ||
Common stock issued as consideration in the acquisition of a patent portfolio, shares | 139,548 | ||||
Ending Balance at Dec. 31, 2013 | 14,953,712 | $ 551,383 | 401,680,562 | $ (387,530,334) | $ 252,101 |
Ending Balance, Shares at Dec. 31, 2013 | 55,138,311 | ||||
Net loss | (32,741,274) | $ (32,741,274) | |||
Unrealized gain on foreign currency translation | (186,711) | $ (186,711) | |||
Issuance of common stock and warrants, net of issuance cost of $2,051,699, $1,335,327 and $2,015,808 in 2013, 2014 and 2015 respectively | 22,359,386 | $ 128,522 | 22,230,864 | ||
Issuance of common stock and warrants, net of issuance cost of $2,051,699, $1,335,327 and $2,015,808 in 2013, 2014 and 2015 respectively, Shares | 12,852,221 | ||||
Common stock issued for external services | 154,708 | $ 1,202 | 153,506 | ||
Common stock issued for external services, shares | 120,149 | ||||
Common stock issued pursuant to employee benefit plan | 183,677 | $ 1,157 | 182,520 | ||
Common stock issued pursuant to employee benefit plan, shares | 115,722 | ||||
Compensation expense from grant of options and restricted stock units (fair value) | $ 1,646,608 | $ 1,646,608 | |||
Compensation expense from grant of options, restricted stock units and stock (fair value), shares | 0 | 0 | 0 | 0 | |
Exercise of director stock options, shares | 0 | ||||
Exercise and net settlement of restricted stock units | $ (499,333) | $ 5,034 | $ (504,367) | ||
Exercise and net settlement of restricted stock units, shares | 503,371 | ||||
Ending Balance at Dec. 31, 2014 | 5,870,773 | $ 687,298 | 425,389,693 | $ (420,271,608) | $ 65,390 |
Ending Balance, Shares at Dec. 31, 2014 | 68,729,774 | ||||
Net loss | (36,415,026) | $ (36,415,026) | |||
Unrealized gain on foreign currency translation | (18,031) | $ (18,031) | |||
Issuance of common stock and warrants, net of issuance cost of $2,051,699, $1,335,327 and $2,015,808 in 2013, 2014 and 2015 respectively | 26,324,565 | $ 410,190 | 25,914,375 | ||
Issuance of common stock and warrants, net of issuance cost of $2,051,699, $1,335,327 and $2,015,808 in 2013, 2014 and 2015 respectively, Shares | 41,018,931 | ||||
Common stock issued for external services | 232,001 | $ 4,222 | 227,779 | ||
Common stock issued for external services, shares | 422,207 | ||||
Common stock issued pursuant to employee benefit plan | 230,265 | $ 3,550 | 226,715 | ||
Common stock issued pursuant to employee benefit plan, shares | 355,004 | ||||
Compensation expense from grant of options and restricted stock units (fair value) | $ 3,833,830 | $ 3,833,830 | |||
Compensation expense from grant of options, restricted stock units and stock (fair value), shares | 0 | 0 | 0 | 0 | |
Exercise of director stock options, shares | 0 | ||||
Exercise and net settlement of restricted stock units | $ (392,587) | $ 8,223 | $ (400,810) | ||
Exercise and net settlement of restricted stock units, shares | 822,325 | ||||
Ending Balance at Dec. 31, 2015 | $ (334,210) | $ 1,113,483 | $ 455,191,582 | $ (456,686,634) | $ 47,359 |
Ending Balance, Shares at Dec. 31, 2015 | 111,348,241 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Issuance cost on issuance of common stock and warrants | $ 2,015,808 | $ 1,335,327 | $ 2,051,699 |
Common Stock [Member] | |||
Issuance cost on issuance of common stock and warrants | 2,015,808 | 1,335,327 | 2,051,699 |
Additional Paid-in Capital [Member] | |||
Issuance cost on issuance of common stock and warrants | $ 2,015,808 | $ 1,335,327 | $ 2,051,699 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Cash flows from operating activities: | ||||
Net loss | $ (36,415,026) | $ (32,741,274) | $ (26,439,159) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,125,696 | 1,307,203 | 1,058,725 | |
Stock-based compensation | 4,244,408 | 2,034,898 | 2,608,670 | |
Amortization of debt discount and issuance costs | 114,180 | 240,021 | 288,951 | |
Gain on disposal of fixed assets | (168,898) | (75,917) | (38,854) | |
Impairment of intangible asset | 239,241 | 530,100 | ||
Impairment of goodwill | 1,910,062 | |||
Loss on disposal of intangible assets relating to discontinued operations | 186,846 | |||
Fair value of property gifted | 5,671 | |||
Change in fair value of warrant liability | (913,587) | (2,422,451) | (3,253,253) | |
Changes in operating assets and liabilities: | ||||
Trade receivables | 155,419 | (55,457) | 3,606 | |
Other receivables | 199,365 | 192,795 | (298,734) | |
Prepaid and other current assets | 507,659 | (465,478) | 801,611 | |
Accounts payable and accrued expenses | 292,190 | 2,055,437 | 2,143,917 | |
Accrued wind-down expenses | 392,230 | (1,102,762) | ||
Deferred revenue | (16,826) | (66,925) | (24,270) | |
Deferred rent | (66,463) | (5,169) | 435,967 | |
Other assets non-current | (369,012) | 17,207 | 493,584 | |
Net cash used in operating activities | (30,679,424) | (27,352,431) | (23,322,001) | |
Cash flows from investing activities: | ||||
Purchases of marketable debt securities | (687,798) | |||
Sales or maturities of marketable debt securities | 14,430,000 | |||
Purchases of property, plant and equipment | (1,053,993) | (903,943) | (4,680,796) | |
Proceeds from sale of property, plant and equipment | 168,713 | 3,500 | 38,500 | |
Acquisition of other assets | (64,000) | |||
Proceeds from the disposal of assets related to discontinued operations | 474,821 | |||
Net (cash used in) provided by investing activities | (885,280) | (425,622) | 9,035,906 | |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of issuance costs | 26,324,565 | 18,949,647 | 23,491,597 | |
Proceeds from the exercise of warrants, net of issuance costs | 1,974,931 | 530,097 | ||
Proceeds from the exercise of stock options | 3,452 | |||
Proceeds from loan payable, net of issuance costs | 5,775,543 | 13,558,358 | ||
Repayment of debt obligations | (4,778,485) | (3,982,971) | (826,465) | |
Restricted cash related to debt obligations | (2,422,500) | |||
Repayment of capital lease obligations | (24,168) | (21,316) | (12,396) | |
Payments related to net share issuance of stock based awards | (392,587) | (499,333) | (342,366) | |
Net cash provided by financing activities | 18,706,825 | 22,196,501 | 36,402,277 | |
Increase (decrease) in cash and cash equivalents | (12,857,879) | (5,581,552) | 22,116,182 | |
Effects of foreign exchange rate changes on cash and cash equivalents | (19,159) | (16,269) | (2,033) | |
Cash and cash equivalents, beginning of period | 24,987,603 | 30,585,424 | 8,471,275 | |
Cash and cash equivalents, end of period | 12,110,565 | 24,987,603 | 30,585,424 | |
Supplemental disclosure of cash flow information: | ||||
Interest paid | 506,319 | $ 479,011 | 427,040 | |
Supplemental schedule of non-cash investing and financing activities: | ||||
Equipment acquired under a capital lease | [1] | $ 28,882 | 43,600 | |
Equity Financing Agreement [Member] | ||||
Supplemental schedule of non-cash investing and financing activities: | ||||
Fair value of 139,548 shares issued as consideration in the acquisition of a patent portfolio | 600,006 | |||
Acquired Patent Portfolio [Member] | ||||
Supplemental schedule of non-cash investing and financing activities: | ||||
Fair value of 139,548 shares issued as consideration in the acquisition of a patent portfolio | $ 200,000 | |||
[1] | Represents the present value of future minimum capital lease payments for equipment leased. |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 1 Months Ended | |
Jun. 30, 2013 | Dec. 31, 2015 | |
Equity Financing Agreement [Member] | ||
Number of shares issued as consideration | 329,131 | |
Right to sell of common stock | $ 30 | |
Acquired Patent Portfolio [Member] | ||
Number of shares issued as consideration | 139,548 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 cell-based therapeutics and related technologies. The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern. Since inception, we have incurred annual losses and negative cash flows from operations and have an accumulated deficit of approximately $457 million at December 31, 2015. We have not derived significant revenue from the sale of products, and do not expect to receive significant revenue from product sales for at least several years. We may never be able to realize sufficient revenue to achieve or sustain profitability in the future. We expect to incur additional operating losses over the foreseeable future. We have limited liquidity and capital resources and must obtain significant additional capital and other resources in order to sustain our product development efforts, to provide funding for the acquisition of technologies and intellectual property rights, preclinical and clinical testing of our anticipated products, pursuit of regulatory approvals, acquisition of capital equipment, laboratory and office facilities, establishment of production capabilities, general and administrative expenses and other working capital requirements. We rely on our cash reserves, proceeds from equity and debt offerings, proceeds from the transfer or sale of intellectual property rights, equipment, facilities or investments, government grants and funding from collaborative arrangements, to fund our operations. Funding may not be available when needed — at all or on terms acceptable to us. If we exhaust our cash reserves and are unable to obtain adequate financing, we may be unable to meet our operating obligations and we may be required to initiate bankruptcy proceedings. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Principles of Consolidation The consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd (SCS), and Stem Cell Sciences (UK) Ltd (SCS UK). All significant intercompany accounts and transactions have been eliminated. Reclassifications Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation. These reclassifications relate to the wind-down of our business operations at our Subsidiary SCS UK (See Note 19, “Discontinued Operations”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Significant estimates include the following: • the fair value of share-based awards recognized as compensation (see Note 11, “Stock-Based Compensation”); • valuation allowance against net deferred tax assets (see Note 18, “Income Taxes”); • the fair value of warrants recorded as a liability (see Note 13, “Warrant Liability”); and Financial Instruments Cash Equivalents, Restricted Cash, and Marketable Securities All money market and highly liquid investments with a maturity of 90 days or less at the date of purchase are classified as cash equivalents. Highly liquid investments with maturities of 365 days or less not previously classified as cash equivalents are classified as marketable securities, current. Investments with maturities greater than 365 days are classified as marketable securities, non-current. Our restricted cash is held in a money market account. Trade and Other Receivables Our receivables generally consist of interest income on our financial instruments, revenue from licensing agreements and grants. Because dollar amounts for our receivables are not material we regard the associated credit risk to be minimal. Estimated Fair Value of Financial Instruments The estimated fair values of cash and cash equivalents, receivables and accounts payable approximates their carrying values due to the short maturities of these instruments. Property, Plant and Equipment Property, plant and equipment, including those held under capital lease, are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, or the lease term if shorter, as follows: Building and improvements 3 - 20 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 10 years Repairs and maintenance costs are expensed as incurred. Discontinued Operations Effective January 1, 2015, in accordance with amended accounting guidance, the Company reports a disposal of a component of an entity or a group of components of an entity in discontinued operations only if the disposal represents a strategic shift and will have a major effect on an entity’s operations and financial results. The guidance in effect prior to fiscal year 2015 required the results of operations and cash flows of a business that either has been disposed of or is classified as held-for-sale are reported in discontinued operations if the operations and cash flows of the component have been or will be eliminated from our ongoing operations as a result of the disposal transaction and we will not have any significant continuing involvement in the operations of the component after the disposal transaction. We present the operations of a business that meet this criteria as a discontinued operation, and retrospectively reclassify operating results for all prior periods presented. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. The results of operations for this component have been classified as discontinued operations for all periods in our Consolidated Statement of Operations. Goodwill Goodwill is not amortized but subject to annual impairment tests. On April 1, 2009, we acquired the operations of SCS for an aggregate purchase price of approximately $5,135,000. Approximately 42% of the purchase price was allocated to Goodwill. The acquired operations included proprietary cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells; expertise and infrastructure for providing cell-based assays for drug discovery; a cell culture products business; and an intellectual property portfolio with claims relevant to cell processing, reprogramming and manipulation, as well as to gene targeting and insertion. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. We also determined that we could not predict the future cash flows if any from the intellectual property portfolio acquired. Based on these factors, we determined that the Goodwill related to the acquisition was impaired and in the fourth quarter of 2014, wrote off its carrying value of approximately $1,910,000. Intangible Assets (Patent and License Costs) Other intangible assets, net were approximately $46,000 at December 31, 2015. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited. Intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In December 2014, based on our decision to focus all of our efforts on moving our clinical programs forward, we determined we could not predict the future cash flows from the intangible in process research and development (IPR&D) asset related to our Transgenic Rat Program and determined that the intangible asset was impaired and wrote off the approximately $530,000 carrying value of the asset. In the fourth quarter of 2015, based on our annual impairment tests, we determined that certain capitalized patent and license costs were impaired and wrote off approximately $239,000. Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patent and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs are expensed as incurred. License costs are capitalized and amortized over the estimated life of the license agreement. Impairment of Long-Lived Tangible Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property, plant, and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its estimated fair market value. No such impairment was recognized during the year 2014 and 2015. Loan Payable In April 2013, we entered into a Loan Agreement with Silicon Valley Bank (SVB) and received loan proceeds of $9,900,000, net of a $100,000 cash discount. The loan has a three-year term and bears interest at an annual rate of 6%. The loan obligations are secured by a first priority security interest on substantially all of our assets excluding intellectual property. There is also a final $1,000,000 fee payable at the end of the term which is being expensed over the term of the loan using the effective interest method. In conjunction with the Loan Agreement, we issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. The warrant is immediately exercisable and expires in April 2023. We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model. We applied the relative fair value method to allocate the $9,900,000 net proceeds between the loan and warrant. The approximately $388,000 fair value allocated to the warrant was recorded as an increase to additional paid-in capital and as a discount to loan payable. Approximately $9,512,000 was assigned to the loan and was recorded as the initial carrying amount of the loan payable, net of discount. The approximately $388,000 fair value of the warrant and the $100,000 cash discount are both being amortized as additional interest expense over the term of the loan using the effective interest rate method. We also incurred loan issuance costs of approximately $117,000, which are recorded as deferred financing costs on the accompanying consolidated balance sheet and are being amortized to interest expense over the term of the Loan Agreement using the effective interest rate method. The effective interest rate used to amortize the deferred financing costs and the discount (including the fair value of the warrant and the cash discount), and for the accretion of the final payment, is 9.0%. We are required to maintain certain financial and other covenants set forth in the Loan Agreement. In December 2015, to remain in compliance with the terms of the agreement, we entered into an amendment to the Loan Agreement that required us to maintain with SVB a restricted money market account with a minimum aggregate balance of $2,422,500. As part of the amendment, we pledged to SVB a security interest in the restricted money market account. The pledged restricted money market account will be released on the earlier of date we repay the outstanding principal, interest and fees or (i) we receive at least $18,000,000 of net new cash proceeds from investors on terms and conditions reasonably acceptable to SVB and (ii) we have cash and cash equivalents at SVB sufficient to support six months operations. In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (CIRM) under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. Warrant Liability We account for our warrants in accordance with U.S. GAAP which defines how freestanding contracts that are indexed to and potentially settled in a company’s own stock should be measured and classified. Authoritative accounting guidance prescribes that only warrants issued by us under contracts that cannot be net-cash settled, and are both indexed to and settled in our common stock, can be classified as equity. As part of 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 $0.70 per share. Subsequently, as a result of our sale of shares of our common stock under a sales agreement entered into in 2009 and amended in 2012, the exercise price of the outstanding Series A warrants were reduced from $0.70 per share to $0.52 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 13, “Warrant Liability”). The fair value is affected by changes in inputs to these models including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The use of a Monte Carlo simulation model requires input of additional assumptions including the progress of our research and development (R&D) programs and its affect on potential future financings. We will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. The estimated fair value of our warrant liability at December 31, 2015, was approximately $771,000. Revenue Recognition We recognize revenue resulting from licensing agreements and government grants. Licensing agreements Government grants Research and Development Costs Our research and development expenses consist primarily of salaries and related personnel expenses; costs associated with clinical trials and regulatory submissions; costs associated with process development and quality assurance activities to scale the production of our HuCNS-SC cells to meet the requirements of Phase III clinical trials; costs associated with preclinical activities such as toxicology studies; certain patent-related costs such as licensing; facilities-related costs such as depreciation; lab equipment and supplies. Clinical trial expenses include payments to vendors such as clinical research organizations, contract manufacturers, clinical trial sites, laboratories for testing clinical samples and consultants. All research and development costs are expensed as incurred. Stock-Based Compensation We expense the estimated fair value of our stock-based compensation awards. The estimated fair value is calculated using the Black-Scholes option pricing model. The compensation cost we record for these awards are based on their grant-date fair value as estimated and amortized over their vesting period. At the end of each reporting period we estimate forfeiture rates based on our historical experience within separate groups of employees and adjust stock-based compensation expense accordingly. See Note 11, “Stock-Based Compensation” for further information. Restructuring Costs On December 18, 2015, we committed to a strategic realignment to fully focus our resources on our proprietary HuCNS-SC platform technology for the treatment of chronic spinal cord injury. As part of our strategic realignment, we suspended further enrollment of patients in our Phase II Radiant Study in geographic atrophy of age-related macular degeneration, while we seek a partner to fund continued development of HuCNS-SC cells as a potential treatment of retinal disorders. We intend to continue following patients already treated in the study through their 12-month follow up visits. As part of the realignment, we initiated a reduction in our workforce by 17 full-time employees, or approximately 25% of our workforce. In connection with the reduction in workforce, we recorded a one-time charge for severance and related expenses of approximately $392,000 in the fourth quarter of 2015. The $392,000 is part of our accrued expenses on our accompanying consolidated balance sheets and is classified as wind-down expenses in our consolidated statement of operations. Income Taxes When accounting for income taxes, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. Developing our provision for income taxes and analyzing our uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, any valuation allowances that may be required for deferred tax assets. We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on such evidence that can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: • cumulative losses in recent years; • income/losses expected in future years; and • the applicable statute of limitations. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. We concluded that the realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Deferred tax liabilities related to indefinite-lived assets that cannot be used as a source of taxable income to support the realization of deferred tax assets are reported as a net deferred tax liability. Net Loss per Share Basic net loss per share is computed based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share is computed based on the weighted-average number of shares of our common stock and other dilutive securities. The following are the basic and dilutive net loss per share computations for the last three fiscal years: 2015 2014 2013 Net loss from continuing operations $ (36,415,026 ) $ (32,260,663 ) $ (25,986,692 ) Net loss from discontinued operations — (480,611 ) (452,467 ) Net loss $ (36,415,026 ) $ (32,741,274 ) $ (26,439,159 ) Weighted average shares outstanding used to compute basic and diluted net loss per share 95,807,377 61,612,957 43,422,001 Basic and diluted net loss per share from continuing operations $ (0.38 ) $ (0.52 ) $ (0.60 ) Basic and diluted net loss per share from discontinued operations $ — $ (0.01 ) $ (0.01 ) Basic and diluted net loss per share $ (0.38 ) $ (0.53 ) $ (0.61 ) Outstanding options, warrants and restricted stock units were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive for all periods presented below: 2015 2014 2013 Outstanding options 2,079,129 302,729 428,258 Restricted stock units 8,442,519 3,374,940 3,326,282 Outstanding warrants 44,277,849 23,478,181 16,267,659 Total 54,799,497 27,155,850 20,022,199 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 losses and other comprehensive income (or “OCI”). OCI includes certain changes in stockholders’ equity that are excluded from net losses. Specifically, we include in OCI changes in unrealized gains and losses on our marketable securities and unrealized gains and losses on foreign currency translations. The components of our accumulated OCI, as of December 31 of each year shown, are as follows: 2015 2014 Unrealized gain on foreign currency translation $ 47,359 $ 65,390 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest” In January 2016, the FASB issued ASU 2015-01, “Financial Instruments—Overall”, |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Note 2. Financial Instruments Cash, cash equivalents, and restricted cash The following table summarizes the fair value of our cash, cash equivalents and restricted cash: Amortized Gross Gross Fair Value December 31, 2015 Cash $ 830,190 $ — $ — $ 830,190 Cash equivalents (money market accounts) 11,280,375 — — 11,280,375 Restricted cash (money market accounts) 2,422,500 — — 2,422,500 Total cash, cash equivalents, and restricted cash $ 14,533,065 $ — $ — $ 14,533,065 December 31, 2014 Cash $ 1,398,928 $ — $ — $ 1,398,928 Cash equivalents (money market accounts) 23,588,675 — — 23,588,675 Total cash and cash equivalents $ 24,987,603 $ — $ — $ 24,987,603 At December 31, 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 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. We do not hold any investments that were in a material unrealized loss position as of December 31, 2015. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 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 as of December 31, 2015 and 2014 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. The following table presents our financial assets and liabilities measured at fair value as of December 31, 2015: Fair Value Measurement Quoted Prices Unobservable As of Financial assets Cash equivalents: Money market funds $ 2,544,475 $ — $ 2,544,475 U.S. Treasury debt obligations 11,158,400 — 11,158,400 Total financial assets $ 13,702,875 $ — $ 13,702,875 Financial liabilities Loan payable net of discounts $ — $ 10,334,029 $ 10,334,029 Warrant liabilities — 770,964 770,964 Total financial liabilities $ — $ 11,104,993 $ 11,104,993 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 Balance at December 31, 2014 $ 1,684,551 Add change in fair value of warrants (913,587 ) Balance at December 31, 2015 $ 770,964 Loan Balance at December 31, 2014 $ 15,020,417 Less repayments of principal (4,778,485 ) Add accretion of discount 92,097 Balance at December 31, 2015 $ 10,334,029 Current portion $ 1,417,388 Non-current portion 8,916,641 Balance at December 31, 2015 $ 10,334,029 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 4. Property, Plant and Equipment Property, plant and equipment balances at December 31 are summarized below: 2015 2014 Building and improvements $ 3,608,588 $ 6,794,556 Machinery and equipment 8,530,203 8,161,291 Furniture and fixtures 338,259 639,909 12,477,050 15,595,756 Less accumulated depreciation and amortization (7,259,121 ) (10,408,798 ) Property, plant and equipment, net $ 5,217,929 $ 5,186,958 Depreciation and amortization expense was approximately $1,054,000 in 2015, $1,008,000 in 2014, and $789,000 in 2013. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Note 5. Other Intangible Assets Other intangible assets, net were approximately $46,000 at December 31, 2015. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited. Intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In December 2014, based on our decision to focus all of our efforts on moving our clinical programs forward, we determined we could not predict the future cash flows from the intangible IPR&D asset related to our Transgenic Rat Program and determined that the intangible asset was impaired and wrote off the approximately $530,000 carrying value of the asset. In the fourth quarter of 2015, based on our annual impairment tests, we determined that certain capitalized patent and license costs were impaired and wrote off approximately $239,000. The components of our other intangible assets at December 31, 2015 are summarized below: Other Intangible Asset Class Cost Accumulated Write Off/ Net Carrying Weighted- Patents 1,243,612 (958,555 ) (239,241 ) 45,816 17.0 years Amortization expense was approximately $72,000 in 2015, $299,000 in 2014, and $269,000 in 2013. The expected future annual amortization expense for each of the next five years based on current balances of our intangible assets is as follows: For the year ending December 31: 2016 $ 29,529 2017 $ 16,287 2018 $ — 2019 $ — 2020 $ — |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 6. Other Assets Other assets, non-current at December 31 are summarized below: 2015 2014 Security deposit (buildings and equipment lease) $ 373,717 $ 373,717 Deposit for contractual services 369,012 — Total Other Assets $ 742,729 $ 373,717 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Accounts Payable | Note 7. Accounts Payable Accounts payable at December 31 are summarized below: 2015 2014 External services $ 1,995,302 $ 1,352,710 Supplies 476,544 339,762 Other 40,199 126,359 Total accounts payable $ 2,512,045 $ 1,818,831 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses at December 31 are summarized below: 2015 2014 External services $ 1,949,398 $ 2,152,770 Employee compensation 2,758,798 2,415,826 Other 1,023,400 301,114 Total accrued expenses and other current liabilities $ 5,731,596 $ 4,869,710 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Other Long-Term Liabilities | Note 9. Other Long-Term Liabilities Other long-term liabilities at December 31 are summarized below: 2015 2014 Accrued interest on loan payable $ 242,930 $ 1,093,568 Employee compensation 126,440 156,439 Total other long-term liabilities $ 369,370 $ 1,250,007 |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Note 10. Restructuring Costs On December 18, 2015, we committed to a strategic realignment to fully focus our resources on our proprietary HuCNS-SC platform technology for the treatment of chronic spinal cord injury. As part of our strategic realignment, we have suspended further enrollment of patients in our Phase II Radiant Study in geographic atrophy of age-related macular degeneration, while we seek a partner to fund continued development of HuCNS-SC cells as a potential treatment of retinal disorders. We intend to continue following patients already treated in the study through their 12-month follow up visits. As part of the realignment, we initiated a reduction in our workforce by 17 full-time employees, or approximately 25% of our workforce. In connection with the reduction in workforce, we recorded a one-time charge for severance and related expenses of approximately $392,000 in the fourth quarter of 2015. The $392,000 is part of our accrued expenses and accrued liabilities on our accompanying consolidated balance sheets and is classified as wind-down expenses in our consolidated statement of operations. We disbursed the severance payments in the first quarter of 2016. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 11. 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 December 31, 2015, we had 6,207,871 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 two 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 last three fiscal years was as follows: 2015 2014 2013 Research and development expense $ 1,873,848 $ 608,840 $ 1,219,308 General and administrative expense 2,370,560 1,426,058 1,389,362 Total stock-based compensation expense and effect on net loss $ 4,244,408 $ 2,034,898 $ 2,608,670 As of December 31, 2015, we have approximately $5,924,000 of total unrecognized compensation expense related to unvested awards granted under our various share-based plans that we expect to recognize over a weighted-average period of 1.7 years. The fair value of stock options and restricted stock units granted is estimated as of the date of grant using the Black-Scholes option pricing model and expensed on a pro-rata straight-line basis over the period in which the stock options vest. The Black-Scholes option pricing model requires certain assumptions as of the date of grant. The weighted-average assumptions used for the last three fiscal years are as follows: 2015 2014 2013 Expected term (years)(1) 5.7 4.2 5.1 Risk-free interest rate(2) 1.8 % 1.3 % 1.2 % Expected volatility(3) 75.2 % 78.7 % 89.3 % Expected dividend yield(4) 0 % 0 % 0 % (1) The expected term represents the period during which our stock-based awards are expected to be outstanding. We estimated this amount based on historical experience of similar awards, giving consideration to the contractual terms of the awards, vesting requirements, and expectation of future employee behavior, including post-vesting terminations. (2) The risk-free interest rate is based on U.S. Treasury debt securities with maturities close to the expected term of the option as of the date of grant. (3) Expected volatility is based on historical volatility over the most recent historical period equal to the length of the expected term of the option as of the date of grant. (4) We have neither declared nor paid dividends on any share of common stock and we do not expect to do so in the foreseeable future. At the end of each reporting period, we estimate forfeiture rates based on our historical experience within separate groups of employees and adjust the stock-based compensation expense accordingly. A summary of our stock option activity and related information for the last three fiscal years is as follows: Outstanding Options Number of Weighted- Weighted-Average Aggregate Balance at December 31, 2012 447,359 $ 19.59 5.1 $ 2,175 Granted — Exercised (3,452 ) $ 1.00 $ 2,214 Cancelled (forfeited and expired) (15,649 ) $ 13.06 Balance at December 31, 2013 428,258 $ 19.97 4.3 $ — Granted — Exercised — — — Cancelled (forfeited and expired) (125,529 ) $ 24.30 Balance at December 31, 2014 302,729 $ 18.18 3.3 $ — Granted 2,595,000 $ 0.69 Exercised — — — Cancelled (forfeited and expired) (818,600 ) $ 1.57 Balance at December 31, 2015 2,079,129 $ 2.89 8.6 $ 1,800 Exercisable at December 31, 2015 399,129 $ 12.14 4.9 $ 360 Vested and expected to vest(2) 1,873,521 $ 3.134 8.5 $ 1,620 (1) Aggregate intrinsic value represents the value of the closing price per share of our common stock on the last trading day of the fiscal period in excess of the exercise price multiplied by the number of options outstanding or exercisable, except for the “Exercised” line, which uses the closing price on the date exercised. (2) Number of shares includes options vested and those expected to vest net of estimated forfeitures. No options were granted in 2014 and 2013. Total intrinsic value of options exercised at time of exercise was approximately $2,000 in 2013. No options were exercised in 2014 and 2015. The following is a summary of changes in unvested options: Unvested Options Number of Weighted Unvested options at December 31, 2014 — — Granted(1) 2,595,000 $ 0.45 Vested (135,000 ) $ 0.44 Cancelled (38,600 ) $ 14.62 Unvested options at December 31, 2015 1,680,000 $ 9.97 The estimated fair value of options vested were approximately $59,000 in 2015, $138,000 in 2014 and $406,000 in 2013. The following table presents weighted average exercise price and remaining term information about significant option groups outstanding at December 31, 2015: Options Outstanding at December 31, 2015 Range of Exercise Prices Number Weighted Average Weighted Average Aggregate Intrinsic Less than $10.00 1,815,300 9.5 $ 0.69 $ 1,800 $10.00 - $19.99 140,870 4.0 $ 11.79 — $20.00 - $29.99 106,159 1.1 $ 23.27 — $30.00 - $39.99 16,800 0.1 $ 36.95 — 2,079,129 8.6 $ 2.9 $ 1,800 Vested Options Outstanding at December 31, 2015 Range of Exercise Prices Number Weighted Average Less than $10.00 135,300 $ 0.70 $10.00 - $19.99 140,870 $ 11.79 $20.00 - $29.99 106,159 $ 23.27 $30.00 - $39.99 16,800 $ 36.95 399,129 $ 12.14 Restricted Stock Units We have granted restricted stock units (RSUs) to our directors and to certain employees which entitle the holders to receive shares of our common stock upon vesting of the RSUs. The fair value of restricted stock units granted are based upon the market price of the underlying common stock as if it were vested and issued on the date of grant. A summary of our restricted stock unit activity for the year ended December 31, 2015 is as follows: Number of Weighted Average Unvested at January 1, 2015 3,374,940 $ 1.55 Granted(1) 7,540,768 $ 1.10 Vested (1,510,257 ) $ 1.41 Cancelled (1,154,100 ) $ 1.22 Unvested at December 31, 2015 8,251,351 $ 1.21 (1) All 2,595,000 options granted in 2015 vest 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. A total of 7,540,768 restricted units were granted in 2015. 349,518 of these restricted stock units vest and convert into shares of our common stock after one year from the date of grant. 2,331,250 of these restricted stock units vest and convert into shares of our common stock over a three year period from the date of grant: one-third of the award will vest on each grant date anniversary following the grant. The remaining restricted units granted vest 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. Stock Appreciation Rights In July 2006, we granted cash-settled Stock Appreciation Rights (SARs) to certain employees that give the holder the right, upon exercise, to the difference between the price per share of our common stock at the time of exercise and the exercise price of the SARs. The SARs have a maximum term of ten years with an exercise price of $20.00, which is equal to the market price of our common stock at the date of grant. The SARs vest 25% on the first anniversary of the grant date and 75% vest monthly over the remaining three-year service period. All of the outstanding SARs as of December 31, 2015 are fully vested and there were no changes (grants, exercises or forfeitures) in the fourth quarter of 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 year ended December 31, 2015, 2014 and 2013, the re-measured liability and compensation expense related to the SARs were not significant. The compensation expense recognized for the year ended December 31, 2015 and resulting effect on net loss and net loss per share attributable to common stockholders is not likely to be representative of the effects in future periods, due to changes in the fair value calculation which is dependent on the stock price, volatility, interest and forfeiture rates, additional grants and subsequent periods of vesting. We will continue to recognize compensation cost each period, which will be the change in fair value from the previous period through the earlier date of settlement or forfeiture of the SARs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Bonds Payable We entered into direct financing transactions with the State of Rhode Island and received proceeds from the issuance of industrial revenue bonds totaling $5,000,000 to finance the construction of a 21,000 square-foot pilot manufacturing facility and a 3,000 square-foot cell processing facility in 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 $1,372,000 as of December 31, 2015, and approximately $1,434,000 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 $382,000 as of December 31, 2015, and $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. was the guarantor of SCS UK’s obligations under this lease. The lease gave SCS UK an option for early termination of the lease agreement. 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 for the remaining term of our lease agreement; from January 2015 to our opted early termination date of October 2015. This lease terminated by its terms in October 2015 and we have no continuing operations in the United Kingdom. With the exception of the operating leases discussed above, we have not entered into any significant off balance sheet financial arrangements and have not established any special purpose entities. We have not guaranteed any debts or commitments of other entities or entered into any options on non-financial assets. The table below summarizes the components of rent expense for the fiscal year ended December 31, as follows: 2015 2014 2013 Rent expense $ 1,844,610 $ 1,955,747 $ 2,612,899 Sublease income — — (53,726 ) Rent expense, net $ 1,844,610 $ 1,955,747 $ 2,559,173 Future minimum payments under all leases and loan payable at December 31, 2015 are as follows: Loan Capital Operating 2016 $ 1,440,679 $ 20,670 $ 1,968,459 2017 — 11,202 2,014,706 2018 — 4,913 2,061,260 2019 — — 2,108,130 2020 — — 2,155,325 Thereafter — — 3,933,455 Total minimum lease and loan payments (1) 1,440,679 36,785 $ 14,241,335 Less amounts representing interest 18,184 875 Principal amounts of loan payable and capital lease obligations 1,422,495 35,910 Less current maturities 1,422,495 20,032 Loan payable and capital lease obligations, less current maturities $ — $ 15,878 (1) An aggregate of approximately $9.2 million of principal and accrued interest under the CIRM Loan Agreement is not included. In April 2013, we entered into an agreement with the CIRM under which CIRM 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 was to have 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 pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Warrant Liability | Note 13. Warrant Liability We use various option pricing models, such as the Black-Scholes option pricing model and a Monte Carlo simulation model, to estimate fair value of warrants issued. In using these models, we make certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement. In November 2009, we sold 1,000,000 units to institutional investors at a price of $12.50 per unit, for gross proceeds of $12,500,000. The units, each of which consisted of one share of common stock and a warrant to purchase 0.40 shares of common stock at an exercise price of $15.00 per share, were offered as a registered direct offering under a shelf registration statement previously filed with, and declared effective by, the SEC. We received total proceeds, net of offering expenses and placement agency fees, of approximately $11,985,000. We recorded the fair value of the warrants to purchase 400,000 shares of our common stock as a liability. The fair value of the warrant liability is revalued at the end of each reporting period, with the change in fair value of the warrant liability recorded as a gain or loss in our consolidated statements of operations. The 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 consists of one share of our common stock and one Series A Warrant. Each Series A Warrant gives the holder the right to purchase one share of our common stock at an initial exercise price of $1.40 per share. The Series A Warrants are immediately exercisable upon issuance and will expire in December 2016. In 2012, an aggregate of 2,700,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 2,700,000 shares of our common stock and 2,700,000 Series A Warrants. The remaining 5,300,000 Series B Warrants expired unexercised by their terms on May 2, 2012. In 2012, 2013 and 2014, an aggregate of 2,198,571, 384,534 and 1,180,015 Series A Warrants were exercised, respectively. For the exercise of these warrants, in 2012, 2013 and 2014, we issued 2,198,571, 384,534 and 1,180,015 shares of our common stock and received gross proceeds of approximately $3,078,000, $538,000 and $1,652,000, respectively. The shares were offered under our shelf registration statement previously filed with previously filed with, and declared effective by, the SEC. The 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 outstanding Series A warrants were reduced from $1.40 per share to $0.70 per share. Subsequently, as a result of our sale of shares of our common stock under a sales agreement entered into in 2009 and amended in 2012, the exercise price of the outstanding Series A warrants were reduced from $0.70 per share to $0.52 per share. The fair value of the warrant liability will be revalued at the end of each reporting period, with the change in fair value of the warrant liability recorded as a gain or loss in our consolidated statements of operations. The fair value of the warrants will continue to be classified as a liability until such time as the warrants are exercised, expire or an amendment of the warrant agreement renders these warrants to be no longer classified as a liability. The assumptions used for the Monte Carlo simulation model to value the outstanding Series A Warrants at December 31, 2015 are as follows: Risk-free interest rate per year 0.6 % Expected volatility per year 76.5 % Expected dividend yield 0 % Expected life (years) 1.0 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 effect 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 Fair value $ Balance at December 31, 2014 6,936,880 $ 1,684,551 Changes in fair value — (913,587 ) Balance at December 31, 2015 6,936,880 $ 770,964 |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Loan Payable | Note 14. Loan Payable Loan Agreement with Silicon Valley Bank In April 2013, we entered into a Loan Agreement with Silicon Valley Bank (SVB) and received loan proceeds of $9,900,000, net of a $100,000 cash discount. The loan proceeds will be used for research and development and general corporate purposes. The loan has a three-year term and bears interest at an annual rate of 6%. The loan obligations are secured by a first priority security interest on substantially all of our assets excluding intellectual property. For the first six months, payments will be interest only followed by repayment of principal and interest over a period of 30 months. There is also a final $1,000,000 fee payable at the end of the term which is being expensed over the term of the loan using the effective interest method. In conjunction with the Loan Agreement, we issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. The warrant is immediately exercisable and expires in April 2023. We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model with the following assumptions: Expected life (years) 10 Risk-free interest rate 1.9 % Expected volatility 88.1 % Expected dividend yield 0 % We applied the relative fair value method to allocate the $9,900,000 net proceeds between the loan and warrant. The approximately $388,000 fair value allocated to the warrant was recorded as an increase to additional paid-in capital and as a discount to loan payable. Approximately $9,512,000 was assigned to the loan and was recorded as the initial carrying amount of the loan payable, net of discount. The approximately $388,000 fair value of the warrant and the $100,000 cash discount are both being amortized as additional interest expense over the term of the loan using the effective interest rate method. We also incurred loan issuance costs of approximately $117,000, which are recorded as deferred financing costs on the accompanying consolidated balance sheet and are being amortized to interest expense over the term of the Loan Agreement using the effective interest rate method. The effective interest rate used to amortize the deferred financing costs and the discount (including the fair value of the warrant and the cash discount), and for the accretion of the final payment, is 9.0%. We are required to maintain certain financial and other covenants set forth in the Loan Agreement. In December 2015, to remain in compliance with the terms of the agreement, we entered into an amendment to the Loan Agreement that required us to maintain with SVB a restricted money market account with a minimum aggregate balance of $2,422,500. As part of the amendment, we pledged to SVB a security interest in the restricted money market account. The pledged restricted money market account will be released on the earlier of date we repay the outstanding principal, interest and fees or (i) we receive at least $18,000,000 of net new cash proceeds from investors on terms and conditions reasonably acceptable to SVB and (ii) we have cash and cash equivalents at SVB sufficient to support six months operations. Loan Agreement with California Institute for Regenerative Medicine In April 2013, we entered into an agreement with the 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 was to have 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 pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. The following table is a summary of the changes in the carrying value of our loan payable in 2015: Silicon Valley CIRM Loan Total Loan payable at December 31, 2014 $ 5,424,610 $ 9,595,807 $ 15,020,417 Repayment of principal (4,099,319 ) (679,166 ) (4,778,485 ) Accretion of discount 92,097 — 92,097 Carrying value of loan payable at 12/31/2015 (current and non-current) $ 1,417,388 $ 8,916,641 $ 10,334,029 Carrying value of loan payable, current portion $ 1,417,388 $ — $ 1,417,388 Carrying value of loan payable, non-current portion — 8,916,641 8,916,641 Total loan payable at December 31, 2015 $ 1,417,388 $ 8,916,641 $ 10,334,029 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Note 15. Common Stock Sale of common stock Major transactions involving our common stock for the last three years include the following: • In April 2015, we raised gross proceeds of approximately $25 million through a public offering of 35,715,000 Units. Each Unit consists of one share of our common stock and a warrant to purchase three-quarters of a share of our common stock. The warrants have an exercise price of $0.85 per share and will expire five years from the date of issuance. We also granted the underwriters a thirty day option (the Over-Allotment Option) to purchase up to an additional 5,357,250 shares of common stock and/or warrants to purchase up to an additional 4,017,938 shares of common stock to cover over-allotments, if any. The underwriters exercised the over-allotment option for the warrants and so, in April 2015, we issued warrants to purchase up to an additional 4,017,938 shares of common stock at $0.85 per share. In May 2015, the underwriters exercised in part, the over-allotment option for additional shares and purchased 2,757,250 shares of our common stock at a price of $0.699 per share, before the underwriting discount. We received net proceeds of approximately $1.8 million from the exercise of the Over-Allotment Option, increasing our aggregate net proceeds from the offering to approximately $25 million, after deducting offering expenses, underwriting discounts and commissions. The shares were offered under our effective shelf registration statement previously filed with the SEC. • Under a sales agreement entered into in 2009 and amended in 2012 (the Amended Sales Agreement), we have the option to sell up to $30 million of our common stock from time to time, in at-the-market offerings. The sales agent is paid compensation of 2% of gross proceeds pursuant to the terms of the amended agreement. The sales agreement as amended, has been filed with the SEC. Under the Amended Sales Agreement, in 2015, we sold a total of 2,546,681 shares of our common stock at an average price per share of $0.55 for gross proceeds of approximately $1,410,000. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. • In July 2014, we raised gross proceeds of $20,000,000 through the sale of 11,299,435 units to two institutional biotechnology investors, at an offering price of $1.77 per unit. Each unit consists of one share of our common stock and a warrant to purchase 0.85 of a share of our common stock. The warrants are exercisable six months from the date of issuance at an exercise price of $2.17. The Warrants are non-transferable and will expire thirteen months from the date of issuance. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. • In 2014, an aggregate of 1,180,015 Series A Warrants were exercised. For the exercise of these warrants, we issued 1,180,015 shares of our common stock and received gross proceeds of approximately $1,652,000. • Under the Amended Sales Agreement, in 2014, we sold a total of 193,271 shares of our common stock at an average price per share of $1.47 for gross proceeds of approximately $285,000. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. • In October 2013, we sold a total of 12,845,500 units in an underwritten public offering at a price of $1.45 per unit and received total proceeds, net of offering expenses, underwriting discounts and commissions, of approximately $17.3 million. Each unit sold consisted of one share of common stock, par value $.01 per share, and a warrant to purchase one-half share of common stock. The warrants have an exercise price of $1.80 per share, are exercisable immediately, and will expire five years from the date of issuance. • In June 2013, we entered into an agreement with an institutional investor, under which we have the right to sell up to $30.0 million of our common stock to the institutional investor. Proceeds from the sale of our common stock will be used for general corporate purposes. Under the terms of the agreement, we immediately sold 1,645,639 in shares of our common stock to the institutional investor at a purchase price of $1.823 per share, which was the volume-weighted average price of the prior ten trading days, and received gross proceeds of $3.0 million. In consideration for entering into the agreement, we issued 329,131 shares of our common stock to the institutional investor. We did not receive any cash proceeds from the issuance of these 329,131 shares. Under this agreement, we had the right for a period of three years and at our sole discretion, to sell additional amounts up to $27.0 million of our common stock to the institutional investor subject to certain limitations. No warrants were issued in connection with this transaction. All shares were sold under our shelf registration statement previously filed with, and declared effective by, the SEC. In October 2013, we terminated the agreement without any cost or penalty. • Under the Amended Sales Agreement, in 2013, we sold an aggregate of 1,733,771 shares of our common stock at an average price per share of $1.91 for gross proceeds of approximately $3,317,000. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. • In 2013, an aggregate of 384,534 Series A Warrants were exercised. For the exercise of these warrants, we issued 384,534 shares of our common stock and received gross proceeds of approximately $538,000. Common Stock Reserved We reserved the following shares of common stock for the exercise of options, warrants and other contingent issuances of common stock, as of December 31, 2015: Shares reserved for share based compensation 16,729,518 Shares reserved for warrants related to financing transactions 44,277,849 Total 61,007,367 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Note 16. Deferred Revenue Deferred revenue includes unamortized upfront licensing fees received of approximately $46,000. The up-front license fee is being amortized and recognized as revenue over a period of twelve years. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | Note 17. 401(k) Plan Our 401(k) Plan covers substantially all of our employees. Participants in the plan are permitted to contribute a fixed percentage of their total annual cash compensation to the plan (subject to the maximum employee contribution defined by law). We match 50% of employee contributions, up to a maximum of 6% of each employee’s eligible compensation in the form of shares of our common stock. We recorded an expense of $230,000 in 2015, $184,000 in 2014, and $132,000 in 2013 for our contributions under our 401(k) Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes Loss before income taxes is attributed to the following geographic locations for the years ended December 31, 2015 2014 United States $ 36,065,000 $ 30,215,000 Foreign 350,000 2,526,000 Total loss before income taxes $ 36,415,000 $ 32,741,000 We follow authoritative guidance regarding accounting for uncertainty in income taxes, which prescribes a recognition threshold a tax position is required to meet before being recognized in the financial statements. As of December 31, 2015 and 2014, we have not recorded any unrecognized tax benefits. Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities at December 31 are as follows: 2015 2014 Deferred tax assets: Capitalized research and development costs $ 75,409,000 $ 66,212,000 Net operating losses 59,319,000 57,261,000 Research and development credits 10,581,000 9,798,000 Stock-based compensation 1,925,000 1,124,000 Capital loss carryover 264,000 254,000 Fixed assets (107,000 ) 393,000 Other 4,707,000 3,930,000 152,098,000 138,972,000 Valuation allowance (152,098,000 ) (138,972,000 ) Total deferred tax assets $ — $ — Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $13,126,000 in 2015 and by approximately $10,657,000 in 2014. As of December 31, 2015, we had the following: • Net operating loss carry forwards for federal income tax purposes of approximately $169,972,000 which expire in the years 2018 through 2035. This includes $1,792,000 of excess deductions from the exercise of stock options, the benefit of which will be recorded in additional paid-in-capital when realized • Federal research and development tax credits of approximately $6,725,000 which expire in the years 2018 through 2035. • Net operating loss carry forwards for state income tax purposes of approximately $34,136,000 which expire in the years 2016 through 2035. This includes $1,362,000 of excess deductions from the exercise of stock options, the benefit of which will be recorded in additional paid-in-capital when realized. • State research and development tax credits of approximately $5,842,000 ($3,856,000 net of federal tax effect) which do not expire. • Net operating loss carry forwards in foreign jurisdictions of approximately $1,128,000 which do not expire. • Capital loss carry forwards for federal and state income tax purposes of $746,000 which expire in 2016. Utilization of the federal and state net operating loss and federal and state research and development tax credit carry forwards may be subject to annual limitations due to the ownership percentage change provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the inability to fully offset future annual taxable income and could result in the expiration of the net operating loss carry forwards before utilization. Utilization of foreign net operating loss carry forwards may be limited or disallowed under similar foreign income tax provisions. The effective tax rate as a percentage of income before income taxes differs from the statutory federal income tax rate (when applied to income before income taxes) for the years ended December 31 as follows: 2015 2014 2013 Statutory federal income tax (benefit) rate (34 )% (34 )% (34 )% State income tax (benefit) rate (0.6 ) — — Increase resulting from: Expenses not deductible for taxes 0.1 0.8 0.5 Increase in valuation allowance 36.0 32.6 38.8 Change in state deferred tax rate (2.2 ) 0.0 1.1 Change in foreign deferred tax rate 0.3 2.8 0.9 Expiration of tax attributes 1.2 1.7 0.5 Prior year true up 2.5 1.1 (0.7 ) Tax credits (2.5 ) (2.4 ) (3.0 ) Warrant valuation (0.9 ) (2.5 ) (4.1 ) Effective tax (benefit) rate 0 % 0 % 0 % As of December 31, 2015, we have not recognized U.S deferred income taxes as we have cumulative total undistributed losses for non-U.S. subsidiaries. Determining the unrecognized deferred tax liability related to investments in these non-U. S. subsidiaries that are indefinitely reinvested is no practicable. We did not have any unrecognized tax benefits at December 31, 2015. Our policy is to recognize interest and penalties related to income tax matters in income tax expense. Because we have no tax liabilities, no tax-related interest and penalties have been expensed in our consolidated statements of operations during 2015 or accrued as a liability in our consolidated balance sheets at December 31, 2015. We do not anticipate any significant changes to total unrecognized tax benefits as a result of settlement of audits or the expiration of statute of limitations within the next twelve months. We file U.S. federal income tax returns, as well as tax returns with the State of California, the State of Colorado and the State of Rhode Island. Due to the carry forward of unutilized net operating losses and research and development credits, our federal tax returns from 1998 forward remain subject to examination by the Internal Revenue Service, and our State of California tax returns from 2001 forward and our State of Rhode Island tax returns from 2010 forward remain subject to examination by the respective state tax authorities. We file income tax returns in various foreign jurisdictions. Tax years from 2007 forward remain subject to examination by the appropriate foreign governmental agencies. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 19. Discontinued Operations In the fourth quarter of 2014, we sold and completed the wind down of our subsidiary SCS UK’s operations in Cambridge, UK, which includes the SC Proven reagent and cell culture business. We classified the historical results of this component as discontinued operations in our Consolidated Statement of Operations. At December 31, 2015, the remaining assets and liabilities of the discontinued operations included in our Consolidated Balance Sheets are not significant. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events In March 2016, we raised gross proceeds of approximately $8.0 million through an underwritten public offering of 26,667,000 units, at a price of $0.30 per unit, before deducting underwriting discounts and other offering expenses. Each unit consists of a fixed combination of one share of our common stock, a Series A Warrant to purchase 0.50 of a share of our common stock, and a Series B Warrant to purchase 0.75 of a share of our common stock. Each Series A Warrant has an exercise price of $0.30 per share, is immediately exercisable, and will expire two years from the date of issuance. Each Series B Warrant has an exercise price of $0.42 per share, will become exercisable upon stockholder approval of an increase in our authorized capital and the one year anniversary of the issuance date, whichever is later, and will expire on the fifth anniversary of the date they become exercisable. In connection with the offering, we have granted the underwriters a 45 day option to purchase up to an additional 4,000,050 shares of our common stock and/or warrants to purchase up to an additional 5,000,063 shares of our common stock to cover over-allotments, if any. The initial shares and warrants were offered under our effective shelf registration statement previously filed with the SEC. We intend to file a subsequent registration statement to register the common shares issuable upon the exercise of the Series B Warrants at the time they become exercisable. Proceeds from the sale will be used for general corporate purposes. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | QUARTERLY FINANCIAL DATA (unaudited) 2015 Quarter Ended December 31 September 30 June 30 March 31 (In $ thousands, except per share amounts) Continuing operations: Total revenue 29 37 30 21 Operating expenses 8,528 10,025 9,303 8,981 Change in fair value of warrant liability (155 ) 427 988 (347 ) Impairment of goodwill and other intangible assets (239 ) — — — Interest and other expense, net (67 ) (82 ) (178 ) (42 ) Net loss from continuing operations (8,960 ) (9,643 ) (8,462 ) (9,351 ) Basic and diluted net loss per share: Basic and diluted net loss per share $ (0.08 ) $ (0.09 ) $ (0.09 ) $ (0.14 ) 2014 Quarter Ended December 31 September 30 June 30 March 31 (In $ thousands, except per share amounts) Continuing operations: Total revenue 883 82 23 24 Operating expenses 10,612 6,462 7,983 6,866 Change in fair value of warrant liability 2,327 4,076 (3,654 ) (327 ) Impairment of goodwill and other intangible assets (2,440 ) — — — Interest and other expense, net (266 ) (316 ) (357 ) (394 ) Net loss from continuing operations (10,108 ) (2,620 ) (11,971 ) (7,562 ) Discontinued operations: Net loss from discontinued operations (30 ) (137 ) (144 ) (58 ) Net loss from disposal of assets (111 ) — — — Basic and diluted net loss per share: Continuing operations $ (0.15 ) $ (0.04 ) $ (0.21 ) $ (0.14 ) Discontinued operations $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Basic and diluted net loss per share $ (0.15 ) $ (0.04 ) $ (0.21 ) $ (0.14 ) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 cell-based therapeutics and related technologies. The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern. Since inception, we have incurred annual losses and negative cash flows from operations and have an accumulated deficit of approximately $457 million at December 31, 2015. We have not derived significant revenue from the sale of products, and do not expect to receive significant revenue from product sales for at least several years. We may never be able to realize sufficient revenue to achieve or sustain profitability in the future. We expect to incur additional operating losses over the foreseeable future. We have limited liquidity and capital resources and must obtain significant additional capital and other resources in order to sustain our product development efforts, to provide funding for the acquisition of technologies and intellectual property rights, preclinical and clinical testing of our anticipated products, pursuit of regulatory approvals, acquisition of capital equipment, laboratory and office facilities, establishment of production capabilities, general and administrative expenses and other working capital requirements. We rely on our cash reserves, proceeds from equity and debt offerings, proceeds from the transfer or sale of intellectual property rights, equipment, facilities or investments, government grants and funding from collaborative arrangements, to fund our operations. Funding may not be available when needed — at all or on terms acceptable to us. If we exhaust our cash reserves and are unable to obtain adequate financing, we may be unable to meet our operating obligations and we may be required to initiate bankruptcy proceedings. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd (SCS), and Stem Cell Sciences (UK) Ltd (SCS UK). All significant intercompany accounts and transactions have been eliminated. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation. These reclassifications relate to the wind-down of our business operations at our Subsidiary SCS UK (See Note 19, “Discontinued Operations”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Significant estimates include the following: • the fair value of share-based awards recognized as compensation (see Note 11, “Stock-Based Compensation”); • valuation allowance against net deferred tax assets (see Note 18, “Income Taxes”); • the fair value of warrants recorded as a liability (see Note 13, “Warrant Liability”); and |
Financial Instruments | Financial Instruments Cash Equivalents, Restricted Cash, and Marketable Securities All money market and highly liquid investments with a maturity of 90 days or less at the date of purchase are classified as cash equivalents. Highly liquid investments with maturities of 365 days or less not previously classified as cash equivalents are classified as marketable securities, current. Investments with maturities greater than 365 days are classified as marketable securities, non-current. Our restricted cash is held in a money market account. Trade and Other Receivables Our receivables generally consist of interest income on our financial instruments, revenue from licensing agreements and grants. Because dollar amounts for our receivables are not material we regard the associated credit risk to be minimal. |
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments The estimated fair values of cash and cash equivalents, receivables and accounts payable approximates their carrying values due to the short maturities of these instruments. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, including those held under capital lease, are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, or the lease term if shorter, as follows: Building and improvements 3 - 20 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 10 years Repairs and maintenance costs are expensed as incurred. |
Discontinued Operations | Discontinued Operations Effective January 1, 2015, in accordance with amended accounting guidance, the Company reports a disposal of a component of an entity or a group of components of an entity in discontinued operations only if the disposal represents a strategic shift and will have a major effect on an entity’s operations and financial results. The guidance in effect prior to fiscal year 2015 required the results of operations and cash flows of a business that either has been disposed of or is classified as held-for-sale are reported in discontinued operations if the operations and cash flows of the component have been or will be eliminated from our ongoing operations as a result of the disposal transaction and we will not have any significant continuing involvement in the operations of the component after the disposal transaction. We present the operations of a business that meet this criteria as a discontinued operation, and retrospectively reclassify operating results for all prior periods presented. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. The results of operations for this component have been classified as discontinued operations for all periods in our Consolidated Statement of Operations. |
Goodwill | Goodwill Goodwill is not amortized but subject to annual impairment tests. On April 1, 2009, we acquired the operations of SCS for an aggregate purchase price of approximately $5,135,000. Approximately 42% of the purchase price was allocated to Goodwill. The acquired operations included proprietary cell technologies relating to embryonic stem cells, induced pluripotent stem (iPS) cells, and tissue-derived (adult) stem cells; expertise and infrastructure for providing cell-based assays for drug discovery; a cell culture products business; and an intellectual property portfolio with claims relevant to cell processing, reprogramming and manipulation, as well as to gene targeting and insertion. In the fourth quarter of 2014, as part of our strategy to focus on our clinical operations, we sold our SC Proven reagent and cell culture business and wound-down our business operations at our Subsidiary SCS UK in Cambridge, UK. We also determined that we could not predict the future cash flows if any from the intellectual property portfolio acquired. Based on these factors, we determined that the Goodwill related to the acquisition was impaired and in the fourth quarter of 2014, wrote off its carrying value of approximately $1,910,000. |
Intangible Assets (Patent and License Costs) | Intangible Assets (Patent and License Costs) Other intangible assets, net were approximately $46,000 at December 31, 2015. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited. Intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In December 2014, based on our decision to focus all of our efforts on moving our clinical programs forward, we determined we could not predict the future cash flows from the intangible in process research and development (IPR&D) asset related to our Transgenic Rat Program and determined that the intangible asset was impaired and wrote off the approximately $530,000 carrying value of the asset. In the fourth quarter of 2015, based on our annual impairment tests, we determined that certain capitalized patent and license costs were impaired and wrote off approximately $239,000. Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patent and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs are expensed as incurred. License costs are capitalized and amortized over the estimated life of the license agreement. |
Impairment of Long-Lived Tangible Assets | Impairment of Long-Lived Tangible Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property, plant, and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its estimated fair market value. No such impairment was recognized during the year 2014 and 2015. |
Loan Payable | Loan Payable In April 2013, we entered into a Loan Agreement with Silicon Valley Bank (SVB) and received loan proceeds of $9,900,000, net of a $100,000 cash discount. The loan has a three-year term and bears interest at an annual rate of 6%. The loan obligations are secured by a first priority security interest on substantially all of our assets excluding intellectual property. There is also a final $1,000,000 fee payable at the end of the term which is being expensed over the term of the loan using the effective interest method. In conjunction with the Loan Agreement, we issued to SVB a ten year warrant to acquire 293,531 shares of common stock at an exercise price of $1.7034 per share. The warrant is immediately exercisable and expires in April 2023. We estimated the fair value of the warrant to be approximately $388,000 using the Black-Scholes option pricing model. We applied the relative fair value method to allocate the $9,900,000 net proceeds between the loan and warrant. The approximately $388,000 fair value allocated to the warrant was recorded as an increase to additional paid-in capital and as a discount to loan payable. Approximately $9,512,000 was assigned to the loan and was recorded as the initial carrying amount of the loan payable, net of discount. The approximately $388,000 fair value of the warrant and the $100,000 cash discount are both being amortized as additional interest expense over the term of the loan using the effective interest rate method. We also incurred loan issuance costs of approximately $117,000, which are recorded as deferred financing costs on the accompanying consolidated balance sheet and are being amortized to interest expense over the term of the Loan Agreement using the effective interest rate method. The effective interest rate used to amortize the deferred financing costs and the discount (including the fair value of the warrant and the cash discount), and for the accretion of the final payment, is 9.0%. We are required to maintain certain financial and other covenants set forth in the Loan Agreement. In December 2015, to remain in compliance with the terms of the agreement, we entered into an amendment to the Loan Agreement that required us to maintain with SVB a restricted money market account with a minimum aggregate balance of $2,422,500. As part of the amendment, we pledged to SVB a security interest in the restricted money market account. The pledged restricted money market account will be released on the earlier of date we repay the outstanding principal, interest and fees or (i) we receive at least $18,000,000 of net new cash proceeds from investors on terms and conditions reasonably acceptable to SVB and (ii) we have cash and cash equivalents at SVB sufficient to support six months operations. In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (CIRM) under which CIRM will provide up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan was to help fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However in December 2014, as findings under this pre-clinical study in Alzheimer’s disease did not meet pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. |
Warrant Liability | Warrant Liability We account for our warrants in accordance with U.S. GAAP which defines how freestanding contracts that are indexed to and potentially settled in a company’s own stock should be measured and classified. Authoritative accounting guidance prescribes that only warrants issued by us under contracts that cannot be net-cash settled, and are both indexed to and settled in our common stock, can be classified as equity. As part of 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 $0.70 per share. Subsequently, as a result of our sale of shares of our common stock under a sales agreement entered into in 2009 and amended in 2012, the exercise price of the outstanding Series A warrants were reduced from $0.70 per share to $0.52 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 13, “Warrant Liability”). The fair value is affected by changes in inputs to these models including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The use of a Monte Carlo simulation model requires input of additional assumptions including the progress of our research and development (R&D) programs and its affect on potential future financings. We will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. The estimated fair value of our warrant liability at December 31, 2015, was approximately $771,000. |
Revenue Recognition | Revenue Recognition We recognize revenue resulting from licensing agreements and government grants. Licensing agreements Government grants |
Research and Development Costs | Research and Development Costs Our research and development expenses consist primarily of salaries and related personnel expenses; costs associated with clinical trials and regulatory submissions; costs associated with process development and quality assurance activities to scale the production of our HuCNS-SC cells to meet the requirements of Phase III clinical trials; costs associated with preclinical activities such as toxicology studies; certain patent-related costs such as licensing; facilities-related costs such as depreciation; lab equipment and supplies. Clinical trial expenses include payments to vendors such as clinical research organizations, contract manufacturers, clinical trial sites, laboratories for testing clinical samples and consultants. All research and development costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation We expense the estimated fair value of our stock-based compensation awards. The estimated fair value is calculated using the Black-Scholes option pricing model. The compensation cost we record for these awards are based on their grant-date fair value as estimated and amortized over their vesting period. At the end of each reporting period we estimate forfeiture rates based on our historical experience within separate groups of employees and adjust stock-based compensation expense accordingly. See Note 11, “Stock-Based Compensation” for further information. |
Restructuring Costs | Restructuring Costs On December 18, 2015, we committed to a strategic realignment to fully focus our resources on our proprietary HuCNS-SC platform technology for the treatment of chronic spinal cord injury. As part of our strategic realignment, we suspended further enrollment of patients in our Phase II Radiant Study in geographic atrophy of age-related macular degeneration, while we seek a partner to fund continued development of HuCNS-SC cells as a potential treatment of retinal disorders. We intend to continue following patients already treated in the study through their 12-month follow up visits. As part of the realignment, we initiated a reduction in our workforce by 17 full-time employees, or approximately 25% of our workforce. In connection with the reduction in workforce, we recorded a one-time charge for severance and related expenses of approximately $392,000 in the fourth quarter of 2015. The $392,000 is part of our accrued expenses on our accompanying consolidated balance sheets and is classified as wind-down expenses in our consolidated statement of operations. |
Income Taxes | Income Taxes When accounting for income taxes, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Income tax receivables and liabilities and deferred tax assets and liabilities are recognized based on the amounts that more likely than not will be sustained upon ultimate settlement with taxing authorities. Developing our provision for income taxes and analyzing our uncertain tax positions requires significant judgment and knowledge of federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, any valuation allowances that may be required for deferred tax assets. We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on such evidence that can be objectively verified, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The main factors that we consider include: • cumulative losses in recent years; • income/losses expected in future years; and • the applicable statute of limitations. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are derecognized in the period in which the more likely than not recognition threshold is no longer satisfied. We concluded that the realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Deferred tax liabilities related to indefinite-lived assets that cannot be used as a source of taxable income to support the realization of deferred tax assets are reported as a net deferred tax liability. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed based on the weighted-average number of shares of our common stock outstanding during the period. Diluted net loss per share is computed based on the weighted-average number of shares of our common stock and other dilutive securities. The following are the basic and dilutive net loss per share computations for the last three fiscal years: 2015 2014 2013 Net loss from continuing operations $ (36,415,026 ) $ (32,260,663 ) $ (25,986,692 ) Net loss from discontinued operations — (480,611 ) (452,467 ) Net loss $ (36,415,026 ) $ (32,741,274 ) $ (26,439,159 ) Weighted average shares outstanding used to compute basic and diluted net loss per share 95,807,377 61,612,957 43,422,001 Basic and diluted net loss per share from continuing operations $ (0.38 ) $ (0.52 ) $ (0.60 ) Basic and diluted net loss per share from discontinued operations $ — $ (0.01 ) $ (0.01 ) Basic and diluted net loss per share $ (0.38 ) $ (0.53 ) $ (0.61 ) Outstanding options, warrants and restricted stock units were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive for all periods presented below: 2015 2014 2013 Outstanding options 2,079,129 302,729 428,258 Restricted stock units 8,442,519 3,374,940 3,326,282 Outstanding warrants 44,277,849 23,478,181 16,267,659 Total 54,799,497 27,155,850 20,022,199 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 losses and other comprehensive income (or “OCI”). OCI includes certain changes in stockholders’ equity that are excluded from net losses. Specifically, we include in OCI changes in unrealized gains and losses on our marketable securities and unrealized gains and losses on foreign currency translations. The components of our accumulated OCI, as of December 31 of each year shown, are as follows: 2015 2014 Unrealized gain on foreign currency translation $ 47,359 $ 65,390 |
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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest” In January 2016, the FASB issued ASU 2015-01, “Financial Instruments—Overall”, |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Property, plant and equipment, including those held under capital lease, are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, or the lease term if shorter, as follows: Building and improvements 3 - 20 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 10 years |
Basic and Dilutive Net Loss per Share Computations | The following are the basic and dilutive net loss per share computations for the last three fiscal years: 2015 2014 2013 Net loss from continuing operations $ (36,415,026 ) $ (32,260,663 ) $ (25,986,692 ) Net loss from discontinued operations — (480,611 ) (452,467 ) Net loss $ (36,415,026 ) $ (32,741,274 ) $ (26,439,159 ) Weighted average shares outstanding used to compute basic and diluted net loss per share 95,807,377 61,612,957 43,422,001 Basic and diluted net loss per share from continuing operations $ (0.38 ) $ (0.52 ) $ (0.60 ) Basic and diluted net loss per share from discontinued operations $ — $ (0.01 ) $ (0.01 ) Basic and diluted net loss per share $ (0.38 ) $ (0.53 ) $ (0.61 ) |
Schedule of Anti-dilutive Securities | Outstanding options, warrants and restricted stock units were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive for all periods presented below: 2015 2014 2013 Outstanding options 2,079,129 302,729 428,258 Restricted stock units 8,442,519 3,374,940 3,326,282 Outstanding warrants 44,277,849 23,478,181 16,267,659 Total 54,799,497 27,155,850 20,022,199 |
Summary of Components of Accumulated OCI | The components of our accumulated OCI, as of December 31 of each year shown, are as follows: 2015 2014 Unrealized gain on foreign currency translation $ 47,359 $ 65,390 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The following table summarizes the fair value of our cash, cash equivalents and restricted cash: Amortized Gross Gross Fair Value December 31, 2015 Cash $ 830,190 $ — $ — $ 830,190 Cash equivalents (money market accounts) 11,280,375 — — 11,280,375 Restricted cash (money market accounts) 2,422,500 — — 2,422,500 Total cash, cash equivalents, and restricted cash $ 14,533,065 $ — $ — $ 14,533,065 December 31, 2014 Cash $ 1,398,928 $ — $ — $ 1,398,928 Cash equivalents (money market accounts) 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) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value | The following table presents our financial assets and liabilities measured at fair value as of December 31, 2015: Fair Value Measurement Quoted Prices Unobservable As of Financial assets Cash equivalents: Money market funds $ 2,544,475 $ — $ 2,544,475 U.S. Treasury debt obligations 11,158,400 — 11,158,400 Total financial assets $ 13,702,875 $ — $ 13,702,875 Financial liabilities Loan payable net of discounts $ — $ 10,334,029 $ 10,334,029 Warrant liabilities — 770,964 770,964 Total financial liabilities $ — $ 11,104,993 $ 11,104,993 |
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 Balance at December 31, 2014 $ 1,684,551 Add change in fair value of warrants (913,587 ) Balance at December 31, 2015 $ 770,964 Loan Balance at December 31, 2014 $ 15,020,417 Less repayments of principal (4,778,485 ) Add accretion of discount 92,097 Balance at December 31, 2015 $ 10,334,029 Current portion $ 1,417,388 Non-current portion 8,916,641 Balance at December 31, 2015 $ 10,334,029 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Balances | Property, plant and equipment balances at December 31 are summarized below: 2015 2014 Building and improvements $ 3,608,588 $ 6,794,556 Machinery and equipment 8,530,203 8,161,291 Furniture and fixtures 338,259 639,909 12,477,050 15,595,756 Less accumulated depreciation and amortization (7,259,121 ) (10,408,798 ) Property, plant and equipment, net $ 5,217,929 $ 5,186,958 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Other Intangible Assets | The components of our other intangible assets at December 31, 2015 are summarized below: Other Intangible Asset Class Cost Accumulated Write Off/ Net Carrying Weighted- Patents 1,243,612 (958,555 ) (239,241 ) 45,816 17.0 years |
Expected Future Annual Amortization Expense | The expected future annual amortization expense for each of the next five years based on current balances of our intangible assets is as follows: For the year ending December 31: 2016 $ 29,529 2017 $ 16,287 2018 $ — 2019 $ — 2020 $ — |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets, Non-Current | Other assets, non-current at December 31 are summarized below: 2015 2014 Security deposit (buildings and equipment lease) $ 373,717 $ 373,717 Deposit for contractual services 369,012 — Total Other Assets $ 742,729 $ 373,717 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Summary of Accounts Payable | Accounts payable at December 31 are summarized below: 2015 2014 External services $ 1,995,302 $ 1,352,710 Supplies 476,544 339,762 Other 40,199 126,359 Total accounts payable $ 2,512,045 $ 1,818,831 |
Accrued Expenses and Other Cu39
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Summary of Accrued Expenses | Accrued expenses at December 31 are summarized below: 2015 2014 External services $ 1,949,398 $ 2,152,770 Employee compensation 2,758,798 2,415,826 Other 1,023,400 301,114 Total accrued expenses and other current liabilities $ 5,731,596 $ 4,869,710 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities at December 31 are summarized below: 2015 2014 Accrued interest on loan payable $ 242,930 $ 1,093,568 Employee compensation 126,440 156,439 Total other long-term liabilities $ 369,370 $ 1,250,007 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Our stock-based compensation expense for the last three fiscal years was as follows: 2015 2014 2013 Research and development expense $ 1,873,848 $ 608,840 $ 1,219,308 General and administrative expense 2,370,560 1,426,058 1,389,362 Total stock-based compensation expense and effect on net loss $ 4,244,408 $ 2,034,898 $ 2,608,670 |
Schedule of Fair Value Option Award, Assumptions | The weighted-average assumptions used for the last three fiscal years are as follows: 2015 2014 2013 Expected term (years)(1) 5.7 4.2 5.1 Risk-free interest rate(2) 1.8 % 1.3 % 1.2 % Expected volatility(3) 75.2 % 78.7 % 89.3 % Expected dividend yield(4) 0 % 0 % 0 % (1) The expected term represents the period during which our stock-based awards are expected to be outstanding. We estimated this amount based on historical experience of similar awards, giving consideration to the contractual terms of the awards, vesting requirements, and expectation of future employee behavior, including post-vesting terminations. (2) The risk-free interest rate is based on U.S. Treasury debt securities with maturities close to the expected term of the option as of the date of grant. (3) Expected volatility is based on historical volatility over the most recent historical period equal to the length of the expected term of the option as of the date of grant. (4) We have neither declared nor paid dividends on any share of common stock and we do not expect to do so in the foreseeable future. |
Stock Option Activity | A summary of our stock option activity and related information for the last three fiscal years is as follows: Outstanding Options Number of Weighted- Weighted-Average Aggregate Balance at December 31, 2012 447,359 $ 19.59 5.1 $ 2,175 Granted — Exercised (3,452 ) $ 1.00 $ 2,214 Cancelled (forfeited and expired) (15,649 ) $ 13.06 Balance at December 31, 2013 428,258 $ 19.97 4.3 $ — Granted — Exercised — — — Cancelled (forfeited and expired) (125,529 ) $ 24.30 Balance at December 31, 2014 302,729 $ 18.18 3.3 $ — Granted 2,595,000 $ 0.69 Exercised — — — Cancelled (forfeited and expired) (818,600 ) $ 1.57 Balance at December 31, 2015 2,079,129 $ 2.89 8.6 $ 1,800 Exercisable at December 31, 2015 399,129 $ 12.14 4.9 $ 360 Vested and expected to vest(2) 1,873,521 $ 3.134 8.5 $ 1,620 (1) Aggregate intrinsic value represents the value of the closing price per share of our common stock on the last trading day of the fiscal period in excess of the exercise price multiplied by the number of options outstanding or exercisable, except for the “Exercised” line, which uses the closing price on the date exercised. (2) Number of shares includes options vested and those expected to vest net of estimated forfeitures. |
Summary of Changes in Unvested Options | The following is a summary of changes in unvested options: Unvested Options Number of Weighted Unvested options at December 31, 2014 — — Granted(1) 2,595,000 $ 0.45 Vested (135,000 ) $ 0.44 Cancelled (38,600 ) $ 14.62 Unvested options at December 31, 2015 1,680,000 $ 9.97 |
Weighted Average Exercise Price and Remaining Term Information about Significant Option Groups Outstanding | The following table presents weighted average exercise price and remaining term information about significant option groups outstanding at December 31, 2015: Options Outstanding at December 31, 2015 Range of Exercise Prices Number Weighted Average Weighted Average Aggregate Intrinsic Less than $10.00 1,815,300 9.5 $ 0.69 $ 1,800 $10.00 - $19.99 140,870 4.0 $ 11.79 — $20.00 - $29.99 106,159 1.1 $ 23.27 — $30.00 - $39.99 16,800 0.1 $ 36.95 — 2,079,129 8.6 $ 2.9 $ 1,800 Vested Options Outstanding at December 31, 2015 Range of Exercise Prices Number Weighted Average Less than $10.00 135,300 $ 0.70 $10.00 - $19.99 140,870 $ 11.79 $20.00 - $29.99 106,159 $ 23.27 $30.00 - $39.99 16,800 $ 36.95 399,129 $ 12.14 |
Summary of Restricted Stock Unit Activity | A summary of our restricted stock unit activity for the year ended December 31, 2015 is as follows: Number of Weighted Average Unvested at January 1, 2015 3,374,940 $ 1.55 Granted(1) 7,540,768 $ 1.10 Vested (1,510,257 ) $ 1.41 Cancelled (1,154,100 ) $ 1.22 Unvested at December 31, 2015 8,251,351 $ 1.21 (1) All 2,595,000 options granted in 2015 vest 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. A total of 7,540,768 restricted units were granted in 2015. 349,518 of these restricted stock units vest and convert into shares of our common stock after one year from the date of grant. 2,331,250 of these restricted stock units vest and convert into shares of our common stock over a three year period from the date of grant: one-third of the award will vest on each grant date anniversary following the grant. The remaining restricted units granted vest 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. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Components of Rent Expense | The table below summarizes the components of rent expense for the fiscal year ended December 31, as follows: 2015 2014 2013 Rent expense $ 1,844,610 $ 1,955,747 $ 2,612,899 Sublease income — — (53,726 ) Rent expense, net $ 1,844,610 $ 1,955,747 $ 2,559,173 |
Future Minimum Payments Under All Leases and Loan Payable | Future minimum payments under all leases and loan payable at December 31, 2015 are as follows: Loan Capital Operating 2016 $ 1,440,679 $ 20,670 $ 1,968,459 2017 — 11,202 2,014,706 2018 — 4,913 2,061,260 2019 — — 2,108,130 2020 — — 2,155,325 Thereafter — — 3,933,455 Total minimum lease and loan payments (1) 1,440,679 36,785 $ 14,241,335 Less amounts representing interest 18,184 875 Principal amounts of loan payable and capital lease obligations 1,422,495 35,910 Less current maturities 1,422,495 20,032 Loan payable and capital lease obligations, less current maturities $ — $ 15,878 (1) An aggregate of approximately $9.2 million of principal and accrued interest under the CIRM Loan Agreement is not included. In April 2013, we entered into an agreement with the CIRM under which CIRM 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 was to have 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 pre-determined criteria for ongoing funding for this program by CIRM, we decided to wind down this pre-clinical study which had been funded in part by the CIRM loan agreement. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 are as follows: Risk-free interest rate per year 0.6 % Expected volatility per year 76.5 % Expected dividend yield 0 % Expected life (years) 1.0 |
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 Fair value $ Balance at December 31, 2014 6,936,880 $ 1,684,551 Changes in fair value — (913,587 ) Balance at December 31, 2015 6,936,880 $ 770,964 |
Loan Payable (Tables)
Loan Payable (Tables) | 12 Months Ended |
Dec. 31, 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 in 2015: Silicon Valley CIRM Loan Total Loan payable at December 31, 2014 $ 5,424,610 $ 9,595,807 $ 15,020,417 Repayment of principal (4,099,319 ) (679,166 ) (4,778,485 ) Accretion of discount 92,097 — 92,097 Carrying value of loan payable at 12/31/2015 (current and non-current) $ 1,417,388 $ 8,916,641 $ 10,334,029 Carrying value of loan payable, current portion $ 1,417,388 $ — $ 1,417,388 Carrying value of loan payable, non-current portion — 8,916,641 8,916,641 Total loan payable at December 31, 2015 $ 1,417,388 $ 8,916,641 $ 10,334,029 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Reserved Shares of Common Stock for Exercise of Options, Warrants and Other Contingent Issuances of Common Stock | We reserved the following shares of common stock for the exercise of options, warrants and other contingent issuances of common stock, as of December 31, 2015: Shares reserved for share based compensation 16,729,518 Shares reserved for warrants related to financing transactions 44,277,849 Total 61,007,367 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Loss before Income Tax Attributable to Geographic Location | Loss before income taxes is attributed to the following geographic locations for the years ended December 31, 2015 2014 United States $ 36,065,000 $ 30,215,000 Foreign 350,000 2,526,000 Total loss before income taxes $ 36,415,000 $ 32,741,000 |
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31 are as follows: 2015 2014 Deferred tax assets: Capitalized research and development costs $ 75,409,000 $ 66,212,000 Net operating losses 59,319,000 57,261,000 Research and development credits 10,581,000 9,798,000 Stock-based compensation 1,925,000 1,124,000 Capital loss carryover 264,000 254,000 Fixed assets (107,000 ) 393,000 Other 4,707,000 3,930,000 152,098,000 138,972,000 Valuation allowance (152,098,000 ) (138,972,000 ) Total deferred tax assets $ — $ — |
Reconciliation of Federal Income Tax Rate | The effective tax rate as a percentage of income before income taxes differs from the statutory federal income tax rate (when applied to income before income taxes) for the years ended December 31 as follows: 2015 2014 2013 Statutory federal income tax (benefit) rate (34 )% (34 )% (34 )% State income tax (benefit) rate (0.6 ) — — Increase resulting from: Expenses not deductible for taxes 0.1 0.8 0.5 Increase in valuation allowance 36.0 32.6 38.8 Change in state deferred tax rate (2.2 ) 0.0 1.1 Change in foreign deferred tax rate 0.3 2.8 0.9 Expiration of tax attributes 1.2 1.7 0.5 Prior year true up 2.5 1.1 (0.7 ) Tax credits (2.5 ) (2.4 ) (3.0 ) Warrant valuation (0.9 ) (2.5 ) (4.1 ) Effective tax (benefit) rate 0 % 0 % 0 % |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | QUARTERLY FINANCIAL DATA (unaudited) 2015 Quarter Ended December 31 September 30 June 30 March 31 (In $ thousands, except per share amounts) Continuing operations: Total revenue 29 37 30 21 Operating expenses 8,528 10,025 9,303 8,981 Change in fair value of warrant liability (155 ) 427 988 (347 ) Impairment of goodwill and other intangible assets (239 ) — — — Interest and other expense, net (67 ) (82 ) (178 ) (42 ) Net loss from continuing operations (8,960 ) (9,643 ) (8,462 ) (9,351 ) Basic and diluted net loss per share: Basic and diluted net loss per share $ (0.08 ) $ (0.09 ) $ (0.09 ) $ (0.14 ) 2014 Quarter Ended December 31 September 30 June 30 March 31 (In $ thousands, except per share amounts) Continuing operations: Total revenue 883 82 23 24 Operating expenses 10,612 6,462 7,983 6,866 Change in fair value of warrant liability 2,327 4,076 (3,654 ) (327 ) Impairment of goodwill and other intangible assets (2,440 ) — — — Interest and other expense, net (266 ) (316 ) (357 ) (394 ) Net loss from continuing operations (10,108 ) (2,620 ) (11,971 ) (7,562 ) Discontinued operations: Net loss from discontinued operations (30 ) (137 ) (144 ) (58 ) Net loss from disposal of assets (111 ) — — — Basic and diluted net loss per share: Continuing operations $ (0.15 ) $ (0.04 ) $ (0.21 ) $ (0.14 ) Discontinued operations $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Basic and diluted net loss per share $ (0.15 ) $ (0.04 ) $ (0.21 ) $ (0.14 ) |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 14 Months Ended | ||||||||||||
Aug. 31, 2015shares | Apr. 30, 2015$ / sharesshares | Feb. 28, 2015USD ($) | Jul. 31, 2014$ / sharesshares | Oct. 31, 2013$ / sharesshares | Apr. 30, 2013USD ($) | Dec. 31, 2011$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2015USD ($)SegmentEmployees$ / sharesshares | Dec. 31, 2014USD ($)shares | Nov. 30, 2014USD ($) | Dec. 31, 2013shares | Dec. 31, 2012shares | Dec. 31, 2011$ / sharesshares | Aug. 31, 2014USD ($) | Apr. 01, 2009USD ($) | |
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of segments | Segment | 1 | |||||||||||||||
Accumulated deficit | $ (420,271,608) | $ (456,686,634) | $ (420,271,608) | |||||||||||||
Maturity period for market accounts, money market funds and investments | 90 days | |||||||||||||||
Impairment of goodwill | 1,910,062 | $ 1,910,062 | ||||||||||||||
Other intangible assets, net | 356,889 | $ 45,816 | 356,889 | |||||||||||||
Impairment amount of intangible asset | 530,000 | 239,000 | 530,000 | |||||||||||||
Value of patent | 0 | |||||||||||||||
Fair value of certain lab equipment | $ 0 | 0 | ||||||||||||||
Term of loan | 3 years | |||||||||||||||
Annual interest rate on loan | 6.00% | |||||||||||||||
Final fee payment at the end of loan term | $ 1,000,000 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 0.85 | $ 2.17 | $ 1.80 | |||||||||||||
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% | |||||||||||||||
Number of securities callable by each warrant or right warrants | shares | 1 | |||||||||||||||
Number of shares issued upon Series B warrants exercise | shares | 35,715,000 | 11,299,435 | 12,845,500 | |||||||||||||
Fair value of warrant liability | 1,684,551 | $ 770,964 | 1,684,551 | |||||||||||||
Accrued expenses and accrued liabilities | $ 4,869,710 | $ 5,731,596 | $ 4,869,710 | |||||||||||||
Employee Severance [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of employees eliminated | Employees | 17 | |||||||||||||||
Percentage of employees eliminated | 25.00% | |||||||||||||||
Severance and related expenses | $ 392,000 | |||||||||||||||
Accrued expenses and accrued liabilities | 392,000 | |||||||||||||||
Silicon Valley Bank Loan Agreement [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Proceeds from loan | $ 9,900,000 | |||||||||||||||
Cash discount | 100,000 | $ 100,000 | ||||||||||||||
Term of loan | 3 years | |||||||||||||||
Annual interest rate on loan | 6.00% | |||||||||||||||
Final fee payment at the end of loan term | $ 1,000,000 | |||||||||||||||
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% | |||||||||||||||
Minimum cash proceeds from investors required to release pledged restricted money market account | $ 18,000,000 | |||||||||||||||
Silicon Valley Bank Loan Agreement [Member] | Restricted Money Market Account [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt instrument, collateral amount | 2,422,500 | |||||||||||||||
CIRM [Member] | ||||||||||||||||
Class of Warrant or Right [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 | |||||||||||||||
Silicon Valley Bank [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Proceeds from loan | 9,900,000 | |||||||||||||||
Cash discount | $ 100,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of securities callable by warrants | shares | 1,180,015 | 1,180,015 | ||||||||||||||
Number of securities callable by each warrant or right warrants | shares | 0.75 | 0.85 | 0.5 | |||||||||||||
Warrants [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Fair value of warrant liability | $ 771,000 | |||||||||||||||
Marketable debt securities, current [Member] | Minimum [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Investments with maturities | 365 days or less | |||||||||||||||
Marketable securities, non-current [Member] | Maximum [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Investments with maturities | Greater than 365 days | |||||||||||||||
Stem Cell Sciences Holdings Ltd [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 5,135,000 | |||||||||||||||
Percentage of purchase price allocated to goodwill | 42.00% | |||||||||||||||
Impairment of goodwill | $ 1,910,000 | |||||||||||||||
Series A Warrants [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of securities callable by each warrant or right warrants | shares | 1 | |||||||||||||||
Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.70 | |||||||||||||||
Silicon Valley Bank Loan Agreement Warrant [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Term of warrant | 10 years | |||||||||||||||
Exercise price of warrants | $ / shares | $ 1.7034 | |||||||||||||||
Warrant expiration period | April 2,023 | |||||||||||||||
Silicon Valley Bank Loan Agreement Warrant [Member] | Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of securities callable by warrants | shares | 293,531 | |||||||||||||||
December 2011 Financing [Member] | Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of securities callable by each warrant or right warrants | shares | 1 | 1 | 1 | |||||||||||||
Number of shares issued upon Series B warrants exercise | shares | 2,700,000 | |||||||||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Term of warrant | 5 years | |||||||||||||||
Number of securities callable by warrants | shares | 8,000,000 | 8,000,000 | ||||||||||||||
Number of securities callable by each warrant or right warrants | shares | 1 | |||||||||||||||
Number of warrants exercised | shares | 1,180,015 | 384,534 | 2,198,571 | |||||||||||||
Number of warrants issued upon Series B warrants exercise | shares | 2,700,000 | |||||||||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.40 | $ 1.40 | ||||||||||||||
Number of shares issued upon Series B warrants exercise | shares | 1,180,015 | 384,534 | 2,198,571 | |||||||||||||
December 2011 Financing [Member] | Series B Warrants [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Term of warrant | 90 days | 90 days | ||||||||||||||
Number of securities callable by warrants | shares | 8,000,000 | 8,000,000 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||
Number of warrants exercised | shares | 2,700,000 | |||||||||||||||
Number of warrants expired | shares | 5,300,000 | 5,300,000 | ||||||||||||||
April 2015 Financing [Member] | Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.70 | $ 0.52 | ||||||||||||||
July 2014 Financing [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Number of warrants expired | shares | 9,604,520 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | Building and improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Building and improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Maximum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Basic and Dilutive Net Loss per Share Computations (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||||||||||||
Net loss from continuing operations | $ (8,960,000) | $ (9,643,000) | $ (8,462,000) | $ (9,351,000) | $ (10,108,000) | $ (2,620,000) | $ (11,971,000) | $ (7,562,000) | $ (36,415,026) | $ (32,260,663) | $ (32,260,663) | $ (25,986,692) |
Net loss from discontinued operations | (480,611) | (480,611) | (452,467) | |||||||||
Net loss | $ (36,415,026) | $ (32,741,274) | $ (32,741,274) | $ (26,439,159) | ||||||||
Weighted average shares outstanding used to compute basic and diluted net loss per share | 95,807,377 | 61,612,957 | 61,612,957 | 43,422,001 | ||||||||
Basic and diluted net loss per share from continuing operations | $ (0.15) | $ (0.04) | $ (0.21) | $ (0.14) | $ (0.38) | $ (0.52) | $ (0.52) | $ (0.60) | ||||
Basic and diluted net loss per share from discontinued operations | 0 | 0 | 0 | 0 | (0.01) | (0.01) | (0.01) | |||||
Basic and diluted net loss per share | $ (0.08) | $ (0.09) | $ (0.09) | $ (0.14) | $ (0.15) | $ (0.04) | $ (0.21) | $ (0.14) | $ (0.38) | $ (0.53) | $ (0.53) | $ (0.61) |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||
Anti-dilutive securities | 54,799,497 | 27,155,850 | 20,022,199 |
Options [Member] | |||
Class of Stock [Line Items] | |||
Anti-dilutive securities | 2,079,129 | 302,729 | 428,258 |
Restricted Stock Units [Member] | |||
Class of Stock [Line Items] | |||
Anti-dilutive securities | 8,442,519 | 3,374,940 | 3,326,282 |
Warrants [Member] | |||
Class of Stock [Line Items] | |||
Anti-dilutive securities | 44,277,849 | 23,478,181 | 16,267,659 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Summary of Components of Accumulated OCI (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Unrealized gain on foreign currency translation | $ 47,359 | $ 65,390 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 14,533,065 | $ 24,987,603 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 14,533,065 | 24,987,603 |
Restricted Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,422,500 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 2,422,500 | |
Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 830,190 | 1,398,928 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 830,190 | 1,398,928 |
Cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 11,280,375 | 23,588,675 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 11,280,375 | $ 23,588,675 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities Measured at Fair Value (Detail) - Fair Value, Measurements [Member] | Dec. 31, 2015USD ($) |
Financial assets: | |
Total financial assets | $ 13,702,875 |
Financial liabilities: | |
Total financial liabilities | 11,104,993 |
Money market funds [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 2,544,475 |
U.S. Treasury debt obligations [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 11,158,400 |
Loan Payable [Member] | |
Financial liabilities: | |
Total financial liabilities | 10,334,029 |
Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | 770,964 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |
Financial assets: | |
Total financial assets | 13,702,875 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member] | Cash equivalents [Member] | |
Financial assets: | |
Total financial assets | 2,544,475 |
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 | 11,158,400 |
Unobservable Inputs (Level 3) [Member] | |
Financial liabilities: | |
Total financial liabilities | 11,104,993 |
Unobservable Inputs (Level 3) [Member] | Loan Payable [Member] | |
Financial liabilities: | |
Total financial liabilities | 10,334,029 |
Unobservable Inputs (Level 3) [Member] | Warrants [Member] | |
Financial liabilities: | |
Total financial liabilities | $ 770,964 |
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 | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||||
Add Change in fair value of warrant liability | $ 155,000 | $ (427,000) | $ (988,000) | $ 347,000 | $ (2,327,000) | $ (4,076,000) | $ 3,654,000 | $ 327,000 | $ 913,587 | $ 2,422,451 | $ 2,422,451 | $ 3,253,253 | |
Warrant Liabilities [Member] | |||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||||
Balance at December 31, 2014 | 1,684,551 | 1,684,551 | |||||||||||
Add Change in fair value of warrant liability | (913,587) | ||||||||||||
Balance at December 31, 2015 | 770,964 | 1,684,551 | 770,964 | 1,684,551 | |||||||||
Balance at December 31, 2015 | 770,964 | 1,684,551 | 1,684,551 | 1,684,551 | 1,684,551 | $ 770,964 | |||||||
Loan Payable Net of Discounts [Member] | |||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||||
Balance at December 31, 2014 | 15,020,417 | 15,020,417 | |||||||||||
Less repayments of principal | (4,778,485) | ||||||||||||
Add accretion of discount | 92,097 | ||||||||||||
Balance at December 31, 2015 | 10,334,029 | 15,020,417 | 10,334,029 | 15,020,417 | |||||||||
Current portion | 1,417,388 | ||||||||||||
Non-current portion | 8,916,641 | ||||||||||||
Balance at December 31, 2015 | $ 10,334,029 | $ 15,020,417 | $ 15,020,417 | $ 15,020,417 | $ 15,020,417 | $ 10,334,029 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment Balances (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 12,477,050 | $ 15,595,756 |
Less accumulated depreciation and amortization | (7,259,121) | (10,408,798) |
Property, plant and equipment, net | 5,217,929 | 5,186,958 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 3,608,588 | 6,794,556 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 8,530,203 | 8,161,291 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 338,259 | $ 639,909 |
Property, Plant and Equipment57
Property, Plant and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 1,054,000 | $ 1,008,000 | $ 789,000 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, net | $ 45,816 | $ 45,816 | $ 356,889 | ||
Impairment amount of intangible asset | 239,000 | 239,000 | 530,000 | ||
Impairment of intangible asset | 239,241 | $ 530,100 | |||
Amortization expense | $ 72,000 | $ 299,000 | $ 269,000 | ||
Patents and Licenses [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible asset | $ 239,000 |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 45,816 | $ 356,889 |
Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,243,612 | |
Accumulated Amortization | (958,555) | |
Write Off/ Impairment | (239,241) | |
Net Carrying Amount | $ 45,816 | |
Weighted- Average Amortization Period | 17 years |
Other Intangible Assets - Expec
Other Intangible Assets - Expected Future Annual Amortization Expense (Detail) | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 29,529 |
2,017 | 16,287 |
2,018 | 0 |
2,019 | 0 |
2,020 | $ 0 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets, Non-Current (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Summary Other assets | ||
Security deposit (buildings and equipment lease) | $ 373,717 | $ 373,717 |
Deposit for contractual services | 369,012 | |
Total Other Assets | $ 742,729 | $ 373,717 |
Accounts Payable - Summary of A
Accounts Payable - Summary of Accounts Payable (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable [Abstract] | ||
External services | $ 1,995,302 | $ 1,352,710 |
Supplies | 476,544 | 339,762 |
Other | 40,199 | 126,359 |
Total accounts payable | $ 2,512,045 | $ 1,818,831 |
Accrued Expenses and Other Cu63
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
External services | $ 1,949,398 | $ 2,152,770 |
Employee compensation | 2,758,798 | 2,415,826 |
Other | 1,023,400 | 301,114 |
Total accrued expenses and other current liabilities | $ 5,731,596 | $ 4,869,710 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Long Term Liabilities [Abstract] | ||
Accrued interest on loan payable | $ 242,930 | $ 1,093,568 |
Employee compensation | 126,440 | 156,439 |
Total other long-term liabilities | $ 369,370 | $ 1,250,007 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2015USD ($)Employees | Dec. 31, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued expenses and accrued liabilities | $ 5,731,596 | $ 4,869,710 |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of employees eliminated | Employees | 17 | |
Percentage of employees eliminated | 25.00% | |
One-time charge for severance and related expenses | $ 392,000 | |
Accrued expenses and accrued liabilities | $ 392,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Dec. 20, 2013shares | Dec. 31, 2015USD ($)Incentive_Plan$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity incentive plans | Incentive_Plan | 2 | |||
Term of years | 5 years 8 months 12 days | 4 years 2 months 12 days | 5 years 1 month 6 days | |
Total unrecognized compensation expense | $ | $ 5,924,000 | |||
Vesting period | 1 year 8 months 12 days | |||
Options granted | 2,595,000 | 0 | 0 | |
Intrinsic value of options at time of exercise | $ | $ 2,214 | |||
Options exercised | 0 | 0 | (3,452) | |
Exercise price | $ / shares | $ 12.14 | |||
Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant | 6,000,000 | 6,207,871 | ||
Annual increase in number of shares of common stock | 4.00% | |||
Aggregate limit of shares issuable to incentive stock option awards | 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 | |||
Percentage of vested grant yearly | 25.00% | |||
Percentage of vested grant monthly | 75.00% | |||
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 | $ 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 | |||
Estimated fair value | $ | $ 59,000 | $ 138,000 | $ 406,000 | |
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 ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense and effect on net loss | $ 4,244,408 | $ 2,034,898 | $ 2,608,670 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense and effect on net loss | 1,873,848 | 608,840 | 1,219,308 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense and effect on net loss | $ 2,370,560 | $ 1,426,058 | $ 1,389,362 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value Option Award, Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected term (years) | 5 years 8 months 12 days | 4 years 2 months 12 days | 5 years 1 month 6 days |
Risk-free interest rate | 1.80% | 1.30% | 1.20% |
Expected volatility | 75.20% | 78.70% | 89.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - St69
Stock-Based Compensation - Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of Shares, Beginning balance | 302,729 | 428,258 | 447,359 | |
Number of Shares, Granted | 2,595,000 | 0 | 0 | |
Number of Shares, Exercised | 0 | 0 | 3,452 | |
Number of Shares, Cancelled (forfeited and expired) | (818,600) | (125,529) | (15,649) | |
Number of Shares, Ending balance | 2,079,129 | 302,729 | 428,258 | 447,359 |
Weighted-average exercise price, Beginning balance | $ 18.18 | $ 19.97 | $ 19.59 | |
Number of Shares, Exercisable | 399,129 | |||
Weighted-average exercise price, Granted | $ 0.69 | |||
Number of Shares, Vested and expected to vest | 1,873,521 | |||
Weighted-average exercise price, Exercised | 1 | |||
Weighted-average exercise price, Cancelled (forfeited and expired) | $ 1.57 | 24.30 | 13.06 | |
Weighted-average exercise price, Ending balance | 2.89 | $ 18.18 | $ 19.97 | $ 19.59 |
Aggregate Intrinsic Value, Beginning balance | $ 2,175 | |||
Weighted-Average Exercise Price, Exercisable | 12.14 | |||
Aggregate Intrinsic Value, Exercised | $ 2,214 | |||
Weighted-Average Exercise Price, Vested and expected to vest | $ 3.134 | |||
Aggregate Intrinsic Value, Ending balance | $ 1,800 | $ 2,175 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 7 months 6 days | 3 years 3 months 18 days | 4 years 3 months 18 days | 5 years 1 month 6 days |
Aggregate Intrinsic Value, Exercisable | $ 360 | |||
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 10 months 24 days | |||
Aggregate Intrinsic Value, Vested and expected to vest | $ 1,620 | |||
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 8 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Changes in Unvested Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options, Granted | 2,595,000 | 0 | 0 |
Unvested stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options, Granted | 2,595,000 | ||
Number of options, Vested | (135,000) | ||
Number of options, Cancelled | (38,600) | ||
Number of options, Ending balance | 1,680,000 | ||
Weighted-average grant date fair value, Granted | $ 0.45 | ||
Weighted-average grant date fair value, Vested | 0.44 | ||
Weighted-average grant date fair value, Cancelled | 14.62 | ||
Weighted-average grant date fair value, Ending balance | $ 9.97 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Exercise Price and Remaining Term Information about Significant Option Groups Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 2,079,129 |
Weighted Average Remaining Term | 8 years 7 months 6 days |
Weighted Average Exercise Price | $ 2.90 |
Aggregate Intrinsic Value | $ | $ 1,800 |
Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 399,129 |
Weighted Average Exercise Price | $ 12.14 |
Less than $10.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Upper Range | $ 10 |
Number Outstanding | shares | 1,815,300 |
Weighted Average Remaining Term | 9 years 6 months |
Weighted Average Exercise Price | $ 0.69 |
Aggregate Intrinsic Value | $ | $ 1,800 |
Less than $10.00 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 135,300 |
Weighted Average Exercise Price | $ 0.70 |
$10.00 - $19.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | 10 |
Exercise Price Upper Range | $ 19.99 |
Number Outstanding | shares | 140,870 |
Weighted Average Remaining Term | 4 years |
Weighted Average Exercise Price | $ 11.79 |
$10.00 - $19.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 140,870 |
Weighted Average Exercise Price | $ 11.79 |
$20.00 - $29.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | 20 |
Exercise Price Upper Range | $ 29.99 |
Number Outstanding | shares | 106,159 |
Weighted Average Remaining Term | 1 year 1 month 6 days |
Weighted Average Exercise Price | $ 23.27 |
$20.00 - $29.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 106,159 |
Weighted Average Exercise Price | $ 23.27 |
$30.00 - $39.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Lower Range | 30 |
Exercise Price Upper Range | $ 39.99 |
Number Outstanding | shares | 16,800 |
Weighted Average Remaining Term | 1 month 6 days |
Weighted Average Exercise Price | $ 36.95 |
$30.00 - $39.99 [Member] | Vested Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 16,800 |
Weighted Average Exercise Price | $ 36.95 |
Stock-Based Compensation - Su72
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Beginning balance | shares | 3,374,940 |
Number of RSUs, Granted | shares | 7,540,768 |
Number of RSUs, Vested | shares | (1,510,257) |
Number of RSUs, Cancelled | shares | (1,154,100) |
Number of RSUs, Ending balance | shares | 8,251,351 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 1.55 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.10 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.41 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 1.22 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 1.21 |
Stock-Based Compensation - Su73
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 31, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 2,595,000 | 0 | 0 |
Restricted stock units vest description | 349,518 of these restricted stock units vest and convert into shares of our common stock after one year from the date of grant. 2,331,250 of these restricted stock units vest and convert into shares of our common stock over a three year period from the date of grant: one-third of the award will vest on each grant date anniversary following the grant. The remaining restricted units granted vest 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. | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted units would vest over vesting period | 349,518 | ||
Restricted stock units vest and convert into shares of our common stock | 1 year | ||
Restricted Stock Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted units would vest over vesting period | 2,331,250 | ||
Restricted stock units vest and convert into shares of our common stock | 3 years | ||
Restricted stock units vested description after specified period | 0.333 | ||
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs, Granted | 7,540,768 | ||
Unvested stock options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 2,595,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015USD ($)ft² | Oct. 31, 2013GBP (£) | Mar. 31, 2013USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
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 | $ 3,500 | $ 38,500 | |||
Deferred rent under sublease agreement | 132,338 | 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 | ||||||
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 | 1,372,000 | 1,434,000 | |||||
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 | $ 382,000 | $ 391,000 | |||||
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 |
Commitments and Contingencies75
Commitments and Contingencies - Summary of Components of Rent Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases [Abstract] | |||
Rent expense | $ 1,844,610 | $ 1,955,747 | $ 2,612,899 |
Sublease income | (53,726) | ||
Rent expense, net | $ 1,844,610 | $ 1,955,747 | $ 2,559,173 |
Commitments and Contingencies76
Commitments and Contingencies - Future Minimum Payments Under All Leases and Loan Payable (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | ||
Less current maturities, Capital Leases | $ 20,032 | $ 20,191 |
Silicon Valley Bank [Member] | ||
Loss Contingencies [Line Items] | ||
2,016 | 1,440,679 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total minimum loan payments | 1,440,679 | |
Less amounts representing interest | 18,184 | |
Principal amounts of loan payable | 1,422,495 | |
Less current maturities, loan payable | 0 | |
Loan payable, less current maturities | 0 | |
Operating Leases [Member] | ||
Loss Contingencies [Line Items] | ||
Operating Leases, 2016 | 1,968,459 | |
Operating Leases, 2017 | 2,014,706 | |
Operating Leases, 2018 | 2,061,260 | |
Operating Leases, 2019 | 2,108,130 | |
Operating Leases, 2020 | 2,155,325 | |
Operating Leases, Thereafter | 3,933,455 | |
Total minimum lease payments, Operating Leases | 14,241,335 | |
Capital Leases [Member] | ||
Loss Contingencies [Line Items] | ||
Capital Leases, 2016 | 20,670 | |
Capital Leases, 2017 | 11,202 | |
Capital Leases, 2018 | 4,913 | |
Capital Leases, 2019 | 0 | |
Capital Leases, 2020 | 0 | |
Capital Leases, Thereafter | 0 | |
Total minimum lease payments, Capital Leases | 36,785 | |
Less amounts representing interest, Capital Leases | 875 | |
Principal amounts of loan payable and capital lease obligations, Capital Leases | 35,910 | |
Less current maturities, Capital Leases | 20,032 | |
Capital Leases, Less current maturities | $ 15,878 |
Commitments and Contingencies77
Commitments and Contingencies - Future Minimum Payments Under All Leases and Loan Payable (Parenthetical) (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | 14 Months Ended | |
Feb. 28, 2015 | Apr. 30, 2013 | Dec. 31, 2015 | Aug. 31, 2014 | |
Loss Contingencies [Line Items] | ||||
Proceeds from principal and accrued interest | $ 9,200,000 | |||
CIRM [Member] | ||||
Loss Contingencies [Line Items] | ||||
Approval of fund by California Institute for Regenerative Medicine (CIRM) | $ 19,300,000 | |||
Aggregate proceeds from disbursement of the loan | $ 9,600,000 | |||
Forgiveness of loan principal | 8,917,000 | |||
Accrued interest forgiven | $ 243,000 | |||
Repayment of aggregate loan proceeds received | $ 679,000 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)$ / sharesshares | Oct. 31, 2013USD ($)$ / sharesshares | Dec. 31, 2011$ / sharesshares | Nov. 30, 2009USD ($)$ / shares$ / Institutionsshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012USD ($)shares | Dec. 31, 2011USD ($)$ / shares$ / Stock_Unitshares | |
Class of Warrant or Right [Line Items] | ||||||||||
Number of securities callable by each warrant or right warrants | 1 | |||||||||
Exercise price of warrants | $ / shares | $ 0.85 | $ 2.17 | $ 1.80 | |||||||
Proceeds from issuance of common stock and warrants | $ | $ 25,000,000 | $ 20,000,000 | $ 17,300,000 | |||||||
Number of shares issued upon warrants exercise | 35,715,000 | 11,299,435 | 12,845,500 | |||||||
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 | 0.75 | 0.85 | 0.5 | |||||||
Number of securities callable by warrants | 1,180,015 | |||||||||
Common Stock [Member] | Series A Warrants [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.70 | |||||||||
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 | |||||||||
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 each warrant or right warrants | 1 | |||||||||
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 | |||||||||
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 | 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 | $ 0.70 | $ 0.52 |
Warrant Liability - Assumptions
Warrant Liability - Assumptions Used for Monte Carlo Simulation Model (Detail) - Series A Warrants [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate per year | 0.60% |
Expected volatility per year | 76.50% |
Expected dividend yield | 0.00% |
Expected life (years) | 1 year |
Warrant Liability - Summary of
Warrant Liability - Summary of Changes in Fair Value of Warrant Liability (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrant liability, beginning balance | $ 1,684,551 | $ 1,684,551 | ||||||||||
Change in fair value of warrant liability | $ 155,000 | $ (427,000) | $ (988,000) | $ 347,000 | $ (2,327,000) | $ (4,076,000) | $ 3,654,000 | $ 327,000 | 913,587 | $ 2,422,451 | $ 2,422,451 | $ 3,253,253 |
Fair value of warrant liability, ending balance | $ 770,964 | $ 1,684,551 | $ 770,964 | $ 1,684,551 | ||||||||
Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of Warrants, beginning balance | 6,936,880 | 6,936,880 | ||||||||||
Number of Warrants, changes in fair value | 0 | 0 | ||||||||||
Number of Warrants, ending balance | 6,936,880 | 6,936,880 | 6,936,880 | 6,936,880 | ||||||||
Fair value of warrant liability, beginning balance | $ 1,684,551 | $ 1,684,551 | ||||||||||
Change in fair value of warrant liability | (913,587) | |||||||||||
Fair value of warrant liability, ending balance | $ 770,964 | $ 1,684,551 | $ 770,964 | $ 1,684,551 |
Loan Payable - Additional Infor
Loan Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | 14 Months Ended | |||||
Feb. 28, 2015 | Apr. 30, 2013 | Dec. 31, 2015 | Aug. 31, 2014 | Apr. 30, 2015 | Dec. 31, 2014 | Jul. 31, 2014 | Oct. 31, 2013 | |
Debt Instrument [Line Items] | ||||||||
Loan term | 3 years | |||||||
Annual interest rate on loan | 6.00% | |||||||
Final fee payment at the end of loan term | $ 1,000,000 | |||||||
Exercise price of warrants | $ 0.85 | $ 2.17 | $ 1.80 | |||||
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% | |||||||
Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares of common stock acquired using warrant | 1,180,015 | |||||||
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% | |||||||
Minimum cash proceeds from investors required to release pledged restricted money market account | $ 18,000,000 | |||||||
Silicon Valley Bank Loan Agreement [Member] | Restricted Money Market Account [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, collateral amount | 2,422,500 | |||||||
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] | 12 Months Ended |
Dec. 31, 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) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Carrying value of loan payable (current and non-current) Beginning Balance | $ 15,020,417 | ||
Repayment of principal | $ (4,778,485) | ||
Accretion of discount | 92,097 | ||
Carrying value of loan payable (current and non-current) Ending Balance | 10,334,029 | ||
Carrying value of loan payable, current portion | 1,417,388 | $ 4,686,388 | |
Carrying value of loan payable, non-current portion | 8,916,641 | 10,334,029 | |
Total loan payable | 15,020,417 | 10,334,029 | 15,020,417 |
CIRM [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of loan payable (current and non-current) Beginning Balance | 9,595,807 | ||
Repayment of principal | (679,166) | ||
Carrying value of loan payable (current and non-current) Ending Balance | 8,916,641 | ||
Carrying value of loan payable, non-current portion | 8,916,641 | ||
Total loan payable | 9,595,807 | 8,916,641 | 9,595,807 |
Silicon Valley Bank Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of loan payable (current and non-current) Beginning Balance | 5,424,610 | ||
Repayment of principal | (4,099,319) | ||
Accretion of discount | 92,097 | ||
Carrying value of loan payable (current and non-current) Ending Balance | 1,417,388 | ||
Carrying value of loan payable, current portion | 1,417,388 | ||
Total loan payable | $ 5,424,610 | $ 1,417,388 | $ 5,424,610 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May. 31, 2015 | Apr. 30, 2015 | Jul. 31, 2014 | Oct. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock and warrants | $ 25,000,000 | $ 20,000,000 | $ 17,300,000 | ||||||
Common stock issued in public offering | 35,715,000 | 11,299,435 | 12,845,500 | ||||||
Number of securities callable by each warrant or right warrants | 1 | ||||||||
Exercise price of warrants | $ 0.85 | $ 2.17 | $ 1.80 | ||||||
Warrant expiration period | 5 years | 13 months | 5 years | ||||||
Proceeds from issuance of common stock | $ 25,000,000 | $ 26,324,565 | $ 18,949,647 | $ 23,491,597 | |||||
Common stock, sold | 1,733,771 | ||||||||
Sale of common stock and warrant, price per share | $ 1.77 | $ 1.45 | $ 1.91 | ||||||
Gross proceeds | $ 1,974,931 | $ 530,097 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Warrants termination agreement | 2013-10 | ||||||||
Institutional Investors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 3,000,000 | ||||||||
Shares available to sale | $ 30,000,000 | ||||||||
Exercise period of rights | 3 years | ||||||||
Additional amounts of common stock to sell | $ 27,000,000 | ||||||||
Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares of common stock or warrant in each unit sold to institutional investors | 1 | 1 | |||||||
Series A Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 1 | ||||||||
Number of shares exercise | 1,180,015 | ||||||||
Gross proceeds | $ 1,652,000 | ||||||||
Series A Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Gross proceeds | $ 538,000 | ||||||||
Number of warrants exercised | 384,534 | ||||||||
Over-Allotment-Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued in public offering | 2,757,250 | 5,357,250 | |||||||
Number of securities callable by warrants | 4,017,938 | ||||||||
Warrants issued for purchase of additional common shares | 4,017,938 | ||||||||
Common stock, price per share | $ 0.699 | $ 0.85 | |||||||
Proceeds from issuance of common stock | $ 1,800,000 | ||||||||
2012 Amended Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 1,410,000 | $ 285,000 | |||||||
Percentage of compensation paid to sales agent | 2.00% | ||||||||
Shares available to sale | $ 30,000,000 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of securities callable by each warrant or right warrants | 0.75 | 0.85 | 0.5 | ||||||
Number of securities callable by warrants | 1,180,015 | ||||||||
Number of shares of common stock or warrant in each unit sold to institutional investors | 1 | 1 | |||||||
Number of shares issued upon warrants exercise | 384,534 | ||||||||
Common Stock [Member] | Institutional Investors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued in public offering | 329,131 | ||||||||
Common stock, sold | 1,645,639 | ||||||||
Sale of stock, price per share | $ 1.823 | ||||||||
Common Stock [Member] | Series A Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants | $ 0.70 | ||||||||
Common Stock [Member] | 2012 Amended Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, sold | 2,546,681 | 193,271 | |||||||
Sale of stock, price per share | $ 0.55 | $ 1.47 |
Common Stock - Reserved Shares
Common Stock - Reserved Shares of Common Stock for Exercise of Options, Warrants and Other Contingent Issuances of Common Stock (Detail) | Dec. 31, 2015shares |
Class of Stock [Line Items] | |
Share reserved for share-based compensation | 61,007,367 |
Warrants [Member] | |
Class of Stock [Line Items] | |
Share reserved for share-based compensation | 44,277,849 |
Stock Compensation Plan [Member] | |
Class of Stock [Line Items] | |
Share reserved for share-based compensation | 16,729,518 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Detail) - Non Software License Arrangement [Member] - Stem Cell Therapeutics [Member] | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Deferred Revenue Arrangement [Line Items] | |
Number of year up front license fee being amortized | 12 years |
Unamortized amount of deferred revenue | $ 46,000 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Detail) - 401 (k) Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer Contribution to plan | 50.00% | ||
Percentage of employee eligible for compensation in the form of shares | 6.00% | ||
Contributions expense | $ 230,000 | $ 184,000 | $ 132,000 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Tax Attributable to Geographic Location (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 36,065,000 | $ 30,215,000 |
Foreign | 350,000 | 2,526,000 |
Total loss before income taxes | $ 36,415,000 | $ 32,741,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Increase in valuation allowances | 13,126,000 | $ 10,657,000 |
Tax liabilities | 0 | |
Tax related interest | 0 | |
Tax related penalties | 0 | |
Domestic Tax Authority [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carry forward | $ 169,972,000 | |
Operating loss carry forward expiration period description | 2018 through 2035 | |
Excess deductions from exercise of stock option | $ 1,792,000 | |
State and Local Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carry forward | $ 34,136,000 | |
Operating loss carry forward expiration period description | 2016 through 2035 | |
Operating loss carry forward for the exercise of stock | $ 1,362,000 | |
Foreign Tax Authority [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carry forward | 1,128,000 | |
Capital Loss Carryforward [Member] | Domestic And State [Member] | ||
Income Tax Contingency [Line Items] | ||
Capital loss carry forward for federal and state income tax purposes | $ 746,000 | |
Operating loss carry forward expiration period description | 2,016 | |
Research and Development [Member] | Domestic Tax Authority [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating loss carry forward expiration period description | 2018 through 2035 | |
Capital loss carry forward for federal and state income tax purposes | $ 6,725,000 | |
Research and Development [Member] | State and Local Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Capital loss carry forward for federal and state income tax purposes | 5,842,000 | |
State research and development tax credits net of federal tax effect | $ 3,856,000 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Capitalized research and development costs | $ 75,409,000 | $ 66,212,000 |
Net operating losses | 59,319,000 | 57,261,000 |
Research and development credits | 10,581,000 | 9,798,000 |
Stock-based compensation | 1,925,000 | 1,124,000 |
Capital loss carryover | 264,000 | 254,000 |
Fixed assets | (107,000) | 393,000 |
Other | 4,707,000 | 3,930,000 |
Gross deferred tax assets | 152,098,000 | 138,972,000 |
Valuation allowance | (152,098,000) | (138,972,000) |
Total deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax (benefit) rate | (34.00%) | (34.00%) | (34.00%) |
State income tax (benefit) rate | (0.60%) | ||
Increase resulting from: | |||
Expenses not deductible for taxes | 0.10% | 0.80% | 0.50% |
Increase in valuation allowance | 36.00% | 32.60% | 38.80% |
Change in state deferred tax rate | (2.20%) | 0.00% | 1.10% |
Change in foreign deferred tax rate | 0.30% | 2.80% | 0.90% |
Expiration of tax attributes | 1.20% | 1.70% | 0.50% |
Prior year true up | 2.50% | 1.10% | (0.70%) |
Tax credits | (2.50%) | (2.40%) | (3.00%) |
Warrant valuation | (0.90%) | (2.50%) | (4.10%) |
Effective tax (benefit) rate | 0.00% | 0.00% | 0.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2016 | May. 31, 2015 | Apr. 30, 2015 | Jul. 31, 2014 | Oct. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of stock units | $ 25,000,000 | $ 26,324,565 | $ 18,949,647 | $ 23,491,597 | ||||
Number of stock units issued | 35,715,000 | 11,299,435 | 12,845,500 | |||||
Number of shares called by warrants | 1 | |||||||
Warrant exercise price | $ 0.85 | $ 2.17 | $ 1.80 | |||||
Warrant expiration period | 5 years | 13 months | 5 years | |||||
Over-Allotment-Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of stock units | $ 1,800,000 | |||||||
Number of stock units issued | 2,757,250 | 5,357,250 | ||||||
Number of stock units issued, price per share | $ 0.699 | $ 0.85 | ||||||
Series A Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares called by warrants | 1 | |||||||
Subsequent Events [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrant expiration period | 2 years | |||||||
Term of warrant | 5 years | |||||||
Subsequent Events [Member] | Underwritten Public Offering [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of stock units | $ 8,000,000 | |||||||
Number of stock units issued | 26,667,000 | |||||||
Number of stock units issued, price per share | $ 0.30 | |||||||
Subsequent Events [Member] | Over-Allotment-Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of stock units issued | 4,000,050 | |||||||
Number of shares called by warrants | 5,000,063 | |||||||
Underwriting option exercise period | 45 days | |||||||
Subsequent Events [Member] | Series A Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares called by warrants | 0.50 | |||||||
Warrant exercise price | $ 0.30 | |||||||
Subsequent Events [Member] | Series B Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares called by warrants | 0.75 | |||||||
Warrant exercise price | $ 0.42 |
Quarterly Financial Data - Summ
Quarterly Financial Data - Summary of Quarterly Financial Data (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Dec. 31, 2013 | |
Continuing operations: | ||||||||||||
Total revenue | $ 29,000 | $ 37,000 | $ 30,000 | $ 21,000 | $ 883,000 | $ 82,000 | $ 23,000 | $ 24,000 | $ 116,887 | $ 1,012,391 | $ 172,297 | |
Operating expenses | 8,528,000 | 10,025,000 | 9,303,000 | 8,981,000 | 10,612,000 | 6,462,000 | 7,983,000 | 6,866,000 | 36,837,313 | 31,922,705 | 28,264,996 | |
Change in fair value of warrant liability | (155,000) | 427,000 | 988,000 | (347,000) | 2,327,000 | 4,076,000 | (3,654,000) | (327,000) | (913,587) | $ (2,422,451) | (2,422,451) | (3,253,253) |
Impairment of goodwill and other intangible assets | (239,000) | (2,440,000) | (239,241) | (530,100) | ||||||||
Interest and other expense, net | (67,000) | (82,000) | (178,000) | (42,000) | (266,000) | (316,000) | (357,000) | (394,000) | ||||
Net loss from continuing operations | $ (8,960,000) | $ (9,643,000) | $ (8,462,000) | $ (9,351,000) | (10,108,000) | (2,620,000) | (11,971,000) | (7,562,000) | $ (36,415,026) | $ (32,260,663) | (32,260,663) | (25,986,692) |
Discontinued operations: | ||||||||||||
Net loss from discontinued operations | (30,000) | $ (137,000) | $ (144,000) | $ (58,000) | (369,357) | $ (452,467) | ||||||
Net loss from disposal of assets | $ (111,000) | $ (111,254) | ||||||||||
Basic and diluted net loss per share: | ||||||||||||
Continuing operations | $ (0.15) | $ (0.04) | $ (0.21) | $ (0.14) | $ (0.38) | $ (0.52) | $ (0.52) | $ (0.60) | ||||
Discontinued operations | 0 | 0 | 0 | 0 | (0.01) | (0.01) | (0.01) | |||||
Basic and diluted net loss per share | $ (0.08) | $ (0.09) | $ (0.09) | $ (0.14) | $ (0.15) | $ (0.04) | $ (0.21) | $ (0.14) | $ (0.38) | $ (0.53) | $ (0.53) | $ (0.61) |