Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 20, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | STEM | |
Entity Registrant Name | STEMCELLS INC | |
Entity Central Index Key | 883,975 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,259,598 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 2,078,618 | $ 12,110,565 | |
Restricted cash | 2,422,500 | ||
Other receivables | 23,530 | 53,405 | |
Prepaid assets | 625,296 | ||
Deferred financing costs, current | 1,224 | ||
Other assets, current | 3,378 | ||
Total current assets | 2,105,526 | 15,212,990 | |
Property, plant and equipment, net | 5,217,929 | ||
Other intangible assets, net | 38,827 | 45,816 | |
Other assets, non-current | 742,729 | ||
Total assets | 2,144,353 | 21,219,464 | |
Current liabilities: | |||
Accounts payable | 813,626 | 2,512,045 | |
Accrued expenses and other current liabilities | 560,654 | 5,731,596 | |
Accrued expenses wind-down expenses | 80,000 | ||
Loan payable net of discount, current | 2,000,000 | 1,417,388 | |
Deferred revenue, current | 16,826 | 16,826 | |
Capital lease obligation, current | 20,032 | ||
Deferred rent, current | 132,338 | ||
Total current liabilities | 3,471,106 | 9,830,225 | |
Capital lease obligations, non-current | 15,878 | ||
Loan payable net of discount, non-current | 8,916,641 | ||
Fair value of warrant liability | 651,902 | 770,964 | |
Deferred rent, non-current | 1,621,338 | ||
Deferred revenue, non-current | 16,639 | 29,258 | |
Other long-term liabilities | 126,439 | 369,370 | |
Total liabilities | 4,266,086 | 21,553,674 | |
Commitments and contingencies (Note 9) | |||
Stockholders' deficit: | |||
Common stock, $0.01 par value; 200,000,000 shares authorized; issued and outstanding 16,259,598 at September 30, 2016 and 9,279,021 at December 31, 2015 | [1] | 162,596 | 92,791 |
Additional paid-in capital | 465,648,736 | 456,212,274 | |
Accumulated deficit | (467,980,451) | (456,686,634) | |
Accumulated other comprehensive income | 47,386 | 47,359 | |
Total stockholders' deficit | (2,121,733) | (334,210) | |
Total liabilities and stockholders' deficit | $ 2,144,353 | $ 21,219,464 | |
[1] | Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016$ / sharesshares | Sep. 30, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares | ||
Statement of Financial Position [Abstract] | ||||
Common stock, par value | $ / shares | [1] | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | [1] | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | [1] | 16,259,598 | 16,259,598 | 9,279,021 |
Common stock, shares outstanding | [1] | 16,259,598 | 16,259,598 | 9,279,021 |
Reverse stock split ratio | 0.083 | 0.083 | 0.083 | |
[1] | Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Revenue: | |||||
Revenue from licensing agreements | $ 32,762 | $ 37,030 | $ 85,237 | $ 88,158 | |
Operating expenses: | |||||
Research and development | 7,719,720 | 8,902,802 | 21,250,896 | ||
General and administrative | 1,909,937 | 2,305,241 | 7,953,989 | 7,058,166 | |
Wind-down expense | 2,694 | 3,806,142 | |||
Total operating expenses | 1,912,631 | 10,024,961 | 20,662,933 | 28,309,062 | |
Loss from operations | (1,879,869) | (9,987,931) | (20,577,696) | (28,220,904) | |
Other income (expense): | |||||
Change in fair value of warrant liability | (4,250,308) | 427,589 | 1,596,554 | 1,068,626 | |
Conversion of CIRM loan to a grant | 8,916,641 | ||||
Gain on extinguishment of loan payable | 242,931 | ||||
Discount received on settlement of vendor invoices | 1,875,701 | 1,875,701 | |||
Write-down of fixed assets | (3,332,736) | ||||
Gain on disposal of fixed assets | 18,888 | 18,888 | 168,898 | ||
Interest income | 218 | 2,171 | 8,530 | 5,704 | |
Interest expense | (12,500) | (106,843) | (40,529) | (438,466) | |
Other income (expense), net | 22,367 | (2,101) | 129,978 | ||
Total other income (expense), net | (2,368,001) | 345,284 | 9,283,879 | 765,842 | |
Net loss | $ (4,247,870) | $ (9,642,647) | $ (11,293,817) | $ (27,455,062) | |
Basic and diluted net income (loss) per share | [1] | $ (0.30) | $ (1.07) | $ (0.95) | $ (3.62) |
Weighted average number of common shares outstanding, basic and diluted | [1] | 13,972,198 | 9,039,863 | 11,829,390 | 7,592,238 |
[1] | Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||||
Reverse stock split ratio | 0.083 | 0.083 | 0.083 | 0.083 | 0.083 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,247,870) | $ (9,642,647) | $ (11,293,817) | $ (27,455,062) |
Foreign currency translation adjustments | 112 | (2,927) | (85) | (18,517) |
Comprehensive loss | $ (4,247,758) | $ (9,645,574) | $ (11,293,902) | $ (27,473,579) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | ||
Beginning Balance at Dec. 31, 2015 | $ (334,210) | $ 92,791 | $ 456,212,274 | $ (456,686,634) | $ 47,359 | ||
Beginning Balance, Shares at Dec. 31, 2015 | [1] | 9,279,021 | |||||
Net loss | (11,293,817) | $ (11,293,817) | |||||
Unrealized loss on foreign currency translation | 27 | $ 27 | |||||
Issuance of common stock and warrants, net of issuance cost of $890,487 | 1,592,677 | $ 22,639 | 1,570,038 | ||||
Issuance cost on common stock and warrants, shares | [1] | 2,263,917 | |||||
Issuance of common stock through exercise of warrants, net of issuance cost of $195,000 | 7,233,478 | $ 41,948 | 7,191,530 | ||||
Issuance cost on issuance of common stock through exercise of warrants, shares | [1] | 4,194,780 | |||||
Common stock issued for external services | 97,501 | $ 869 | 96,632 | ||||
Common stock issued for external services, shares | [1] | 86,913 | |||||
Common stock issued pursuant to employee benefit plan | 110,880 | $ 2,317 | 108,563 | ||||
Common stock issued pursuant to employee benefit plan, shares | [1] | 231,711 | |||||
Compensation expense from grant of options and restricted stock units (fair value) | 761,703 | $ 761,703 | |||||
Compensation expense from grant of options, restricted stock units and stock (fair value), shares | 0 | [1] | 0 | 0 | 0 | ||
Exercise and net settlement of restricted stock units | (289,972) | $ 2,032 | $ (292,004) | ||||
Exercise and net settlement of restricted stock units, shares | [1] | 203,256 | |||||
Ending Balance at Sep. 30, 2016 | $ (2,121,733) | $ 162,596 | $ 465,648,736 | $ (467,980,451) | $ 47,386 | ||
Ending Balance, Shares at Sep. 30, 2016 | [1] | 16,259,598 | |||||
[1] | Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Issuance cost on exercise of warrants | $ 195,000 |
Reverse stock split ratio | 0.083 |
Common Stock [Member] | |
Issuance cost on issuance of common stock and warrants | $ 890,487 |
Issuance cost on exercise of warrants | $ 195,000 |
Reverse stock split ratio | 0.083 |
Additional Paid-in Capital [Member] | |
Issuance cost on exercise of warrants | $ 195,000 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Cash flows from operating activities: | |||
Net loss | $ (11,293,817) | $ (27,455,062) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 457,616 | 840,533 | |
Stock-based compensation | 743,174 | 4,086,710 | |
Amortization of debt discount and issuance costs | 6,331 | 98,988 | |
Gain on disposal of fixed assets | (18,888) | (168,898) | |
Write-down of fixed assets | 3,332,736 | ||
Change in fair value of warrant liability | (1,596,554) | (1,068,626) | |
Conversion of CIRM loan to grant revenue | (8,916,641) | ||
Gain on extinguishment of CIRM loan | (242,931) | ||
Discount received on final settlement of vendor invoices | (1,875,701) | ||
Changes in operating assets and liabilities: | |||
Trade receivables | 152,877 | ||
Other receivables | 29,459 | 113,746 | |
Prepaid and other current assets | 570,230 | 213,761 | |
Other assets | 40,000 | ||
Accounts payable and accrued expenses | (4,345,253) | (511,188) | |
Accrued wind-down expense | (1,319,863) | ||
Deferred revenue | (12,619) | (12,619) | |
Deferred rent | (44,977) | (40,477) | |
Net cash used in operating activities | (24,487,698) | (23,750,255) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (15,434) | (1,005,273) | |
Proceeds from sale of property, plant and equipment | 1,468,888 | 168,713 | |
Net cash provided by (used in) investing activities | 1,453,454 | (836,560) | |
Cash flows from financing activities: | |||
Proceeds from the issuance of common stock, net of issuance costs | 7,259,613 | 24,942,963 | |
Proceeds from exercise of warrants, net | 3,044,035 | ||
Release of restricted cash | 2,422,500 | ||
Payments related to net share issuance of stock based awards | (289,969) | (392,587) | |
Repayment of capital lease obligations | (11,030) | (17,764) | |
Proceeds from loan payable | 2,000,000 | ||
Repayment of loan payable | (1,422,495) | (3,730,168) | |
Net cash provided by financing activities | 13,002,654 | 20,802,444 | |
Decrease in cash and cash equivalents | (10,031,590) | (3,784,371) | |
Effects of foreign exchange rate changes on cash | (357) | (17,969) | |
Cash and cash equivalents, beginning of period | 12,110,565 | 24,987,603 | |
Cash and cash equivalents, end of period | 2,078,618 | 21,185,263 | |
Supplemental disclosure of cash flow information: | |||
Interest paid | $ 40,529 | 191,895 | |
Supplemental schedule of non-cash investing and financing activities: | |||
Equipment acquired under a capital lease | [1] | $ 28,882 | |
[1] | Represents the present value of future minimum capital lease payment for equipment leased |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Nature of Business StemCells, Inc., a Delaware corporation, is a biopharmaceutical company that operates in one segment, the research, development, and commercialization of stem cell therapeutics and related technologies. The accompanying financial data as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to these rules and regulations. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. However, we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Wind-down of operations In May 2016, we decided to terminate our Phase II Pathway Study in spinal cord injury following an in-depth review of data from the study and after obtaining the concurrence of the study’s Interim Analysis Data Monitoring Committee. While the results showed overall improvement in patients treated with our proprietary cells, the magnitude of the effect and the perceived trend of the effect over time did not justify continuing the study or exploring the variability in the initial patient observations, given the financial resources available to us. Following this, in May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. We are evaluating opportunities to monetize our intellectual property, including data collected in its studies and trade secrets, as well as the transfer of our proprietary HuCNS-SC cells and other assets through a potential sale. We will not proceed with our earlier plans to conduct a rights offering, for which we had filed a registration statement with the SEC. As part of the wind down of our operations, we conducted a reduction of our work force impacting all of our remaining full-time employees, consisting of approximately 50 employees and exited our facilities, as of August 1, 2016. Effective May 31, 2016, we recorded all expenses committed to the wind-down of our operations as wind-down expense. We recorded in aggregate, approximately $3,806,000 in wind-down expenses for the nine-month period ended September 30, 2016 (see Note 10, “Accrued Wind-down Expenses”). We have incurred significant operating losses since inception and have an accumulated deficit of approximately $468,000,000 through September 30, 2016. As of September 30, 2016, we had cash and cash equivalents of approximately $2,079,000. We expect to incur additional operating losses over the foreseeable future. As of the date of this report, we have four employees and insufficient funds to cover future company operations. We have very limited liquidity and capital resources and must obtain additional capital and other resources through additional financing or business transactions with potential to provide funds required to restart and continue operations. There are no assurances that these transactions will be realized in whole or in part. These issues, raise substantial doubt about the ability of the Company to continue as a going concern. 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. Reverse Stock Split We effected a one-for-twelve reverse stock split on May 6, 2016. As a result of the reverse stock split, each twelve shares of our common stock automatically combined into and became one share of our common stock. Any fractional shares which would otherwise be due as a result of the reverse split were rounded up to the nearest whole share. Concurrent with the reverse stock split, we reduced the authorized number of common shares from 225 million to 200 million. The reverse stock split automatically and proportionately adjusted, based on the one-for-twelve split ratio, all issued and outstanding shares of our common stock, as well as common stock underlying stock options, warrants and other derivative securities outstanding at the time of the effectiveness of the reverse stock split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under our equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of this reverse stock split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto have been adjusted to reflect the reverse stock split on a retroactive basis. Proposed Merger with Microbot Medical Ltd. On August 15, 2016, StemCells entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with CIRD Israel Ltd., an Israeli corporation and wholly-owned subsidiary of StemCells (“Merger Sub”) and Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Microbot, Merger Sub will cease to exist and Microbot will survive as a wholly-owned subsidiary of StemCells (the “Merger” or the “Microbot Merger”). The respective boards of directors of StemCells and Microbot have approved the Merger Agreement and the transactions contemplated thereby. At the effective time of the Microbot Merger (the “Effective Time”), each outstanding share of Microbot capital stock will be converted into the right to receive that number of shares of StemCells common stock as determined pursuant to the exchange ratio described in the Merger Agreement (the “Exchange Ratio”). In addition, at the Effective Time: (i) all outstanding options to purchase shares of Microbot stock will be assumed by StemCells and converted into options to purchase shares of StemCells common stock, in each case appropriately adjusted based on the Exchange Ratio; and (ii) all outstanding warrants to purchase shares of the capital stock of Microbot will be assumed by StemCells and converted into warrants to purchase shares of StemCells common stock, in each case appropriately adjusted based on the Exchange Ratio. No fractional shares of StemCells common stock will be issued in the Microbot Merger. The Merger Agreement has been filed with the SEC as an exhibit to the Company’s Form 8-K dated August 15, 2016. Following the consummation of the Microbot Merger, former stockholders of Microbot are expected to own approximately 95% of the combined company and current stockholders of StemCells are expected to own approximately 5% of the combined company, in each case based on the fully diluted shares of each company prior to the consummation of the Microbot Merger. In connection with the Microbot Merger, StemCells will seek to amend its certificate of incorporation to: (a) effect a reverse stock split of StemCells’ common stock if necessary to comply with the listing requirements of the NASDAQ Capital Market; (b) increase the number of authorized shares of StemCells common stock; and (c) change the name of StemCells to “Microbot Medical Inc.” or another name designated by Microbot. The Merger Agreement provides that, immediately following the Effective Time, the board of directors of StemCells will be designated by Microbot. The completion of the Microbot Merger is subject to various customary conditions, including, among other things: (a) the approval of the respective stockholders of StemCells and Microbot; (b) subject to certain materiality exceptions, the accuracy of the representations and warranties made by each of StemCells and Microbot and the compliance by each of StemCells and Microbot with their respective obligations under the Merger Agreement; (c) approval for the listing of shares of StemCells common stock to be issued in the Microbot Merger on the NASDAQ Capital Market; (d) approval of the transactions contemplated by the Merger Agreement by the Office of Chief Scientist at the Israeli Ministry of Economy; and (e) that StemCells’s cash position, net of debt and certain other liabilities, is not less than $0, excluding any balance under the Note (as defined below). The Merger Agreement contains customary representations, warranties and covenants, including covenants obligating each of StemCells and Microbot to continue to conduct its respective business in the ordinary course, to provide reasonable access to each other’s information and to use reasonable best efforts to cooperate and coordinate to make any filings or submissions that are required to be made under any applicable laws or requested to be made by any government authority in connection with the Merger. The Merger Agreement also contains a customary “no solicitation” provision pursuant to which, prior to the completion of the Microbot Merger, neither StemCells nor Microbot may solicit or engage in discussions with any third party regarding another acquisition proposal unless it has received an unsolicited, bona fide written proposal that the recipient’s board of directors determines is or would reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement). The Merger Agreement contains certain termination rights in favor of each of StemCells and Microbot. Principles of Consolidation The condensed consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd, and Stem Cell Sciences (UK) Ltd (“SCS”). All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. Significant estimates include the following: • the grant date fair value of stock-based awards recognized as compensation expense (see Note 7, “Stock-Based Compensation”); • expenses accrued to wind-down current operations (see Note 10, “Accrued Wind-down Expenses”); and • the fair value of warrants recorded as a liability (see Note 11, “Warrant Liability”). Financial Instruments Cash and Cash Equivalents Cash equivalents are money market accounts, money market funds and investments with maturities of 90 days or less from the date of purchase. Receivables Our receivables generally consist of interest income on our financial instruments and royalties due from licensing agreements. Warrant Liability We account for our warrants in accordance with U.S. GAAP which defines how freestanding contracts that are indexed to and potentially settled in a company’s own stock should be measured and classified. Authoritative accounting guidance prescribes that only warrants issued by us under contracts that cannot be net-cash settled, and are both indexed to and settled in our common stock, can be classified as equity. As part of our December 2011 financing, we issued Series A Warrants with a five year term to purchase 666,667 shares at $16.80 per share and Series B Warrants with a ninety trading day term to purchase 666,667 units at $15.00 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 225,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 225,000 shares of our common stock and 225,000 Series A Warrants. The remaining 441,667 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 $16.80 per share to $8.40 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 was reduced from $8.40 per share to $6.24 per share and as a result of our March 2016 financing, the exercise price of these warrants was reduced to approximately $3.60 per share. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 531,814 (from an outstanding aggregate of 578,081) 2011 Series A Warrants were exercised. For the exercise of these warrants, we issued 531,814 shares of our common stock. 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 Black-Scholes model (see Note 11, “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. 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 2011 Series A warrant liability at September 30, 2016, was approximately $55,000. In March 2016, we raised gross proceeds of approximately $8,000,000 through an underwritten public offering of 2,222,250 units, at a price of $3.60 per unit, before deducting underwriting discounts and other offering expenses. Each unit consisted 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 had an exercise price of $3.60 per share, was immediately exercisable, and will expire two years from the date of issuance. Each Series B Warrant had an exercise price of $5.04 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 granted the underwriters a 45-day option to purchase up to an additional 333,338 shares of our common stock and/or warrants to purchase up to an additional 416,672 shares of our common stock to cover over-allotments, if any. The option was exercised in part and we issued an additional 166,473 of Series A warrants and 249,709 of Series B Warrants. The Series A and Series B Warrants contain full ratchet anti-dilution price protection for two years 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 respective warrants, the exercise price of these warrants will be reset to the lower common stock sales price. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 1,187,190 (from an outstanding aggregate of 1,277,609) 2016 Series A Warrants were exercised and an aggregate of 1,546,360 (from an outstanding aggregate of 1,916,407) 2016 Series B Warrants were surrendered. For the exercise of these warrants, we issued 1,187,190 shares of our common stock. 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 when the Series B Warrants become exercisable. As terms of the Series A and Series B 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 and Series B Warrants is determined using a Black-Scholes model (see Note 11, “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. 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 for the 2016 Series A and 2016 Series B warrants at September 30, 2016, was approximately $115,000 and $482,000 respectively. Intangible Assets Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patents and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs have been expensed as incurred. License costs are capitalized and amortized over the estimated life of the related license agreement. In May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and the current cash position. We are evaluating opportunities to monetize our intellectual property, including data collected in its studies and trade secrets, as well as the transfer of our proprietary HuCNS-SC cells and other assets through a potential sale. As these intellectual properties are no longer in use to further our R&D programs, effective the third quarter of 2016, capitalized costs are no longer being amortized. Revenue Recognition We currently recognize revenue resulting from the licensing and use of our technology and intellectual property. Licensing agreements may contain multiple elements, such as upfront fees, payments related to the achievement of particular milestones and royalties. Revenue from upfront fees for licensing agreements that contain multiple elements are generally deferred and recognized on a straight-line basis over the term of the agreement. Fees associated with substantive at risk performance-based milestones are recognized as revenue upon completion of the scientific or regulatory event specified in the agreement, and royalties received are recognized as earned. Revenue from licensing agreements is recognized net of a fixed percentage due to licensors as royalties. In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (“CIRM”) under which CIRM would have provided up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan helped fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However, in December 2014, as findings under this preclinical study in Alzheimer’s disease did not meet certain pre-determined criteria for continued funding of this program by CIRM, the parties terminated the loan agreement and we wound down this preclinical study which had been funded in part by the CIRM loan agreement. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In May 2016, we issued a letter to CIRM constituting notice that we elected to convert our loan into a grant pursuant to the CIRM’s Loan Administration Policy, as amended effective April 25, 2016, and as if the forgiven loan balance had been total allowable project costs funded by CIRM. In the second quarter of 2016, we re-classified the principal amount of approximately $8,917,000 as “Other income” and the accrued interest of approximately $243,000 as “Gain on extinguishment of a loan” in our Condensed Consolidated Statement of Operations. Stock-Based Compensation Compensation expense for stock-based payment awards to employees is based on their grant date fair value as calculated and amortized over their vesting period. See Note 7, “Stock-Based Compensation” for further information. We use the Black-Scholes model to calculate the fair value of stock-based awards. Per Share Data Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income or loss per share is computed based on the weighted average number of shares of common stock and other dilutive securities. To the extent these securities are anti-dilutive, they are excluded from the calculation of diluted earnings per share. The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Net loss $ (4,247,870 ) $ (9,642,647 ) $ (11,293,817 ) $ (27,455,062 ) Weighted average shares outstanding used to compute basic and diluted net loss per share 13,972,198 9,039,863 11,829,390 7,592,238 Basic and diluted net loss per share $ (0.30 ) $ (1.07 ) $ (0.95 ) $ (3.62 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive as of September 30: 2016 2015 * Options 20,091 232,852 Restricted stock units 133,476 771,877 Warrants 1,142,772 3,689,821 Total 1,296,339 4,694,550 * Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income or loss and other comprehensive income or loss (“OCL”). OCL includes certain changes in stockholders’ equity that are excluded from net income or loss. Specifically, when applicable, we include in OCL changes in unrealized gains and losses on foreign currency translations. Accumulated other comprehensive income was $47, 386 and $47,359 as of September 30, 2016 and December 31, 2015, respectively. Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. In August 2014, the FASB issued ASU 2014-15 , “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” In January 2016, the FASB issued ASU 2016-01 , “Recognition and Measurement of Financial Assets and Financial Liabilities,” In February 2016, the FASB issued ASU 2016-02 , “Leases” In June 2016, the FASB issued ASU 2016-013 , “Measurement of Credit Losses on Financial Instruments” In August 2016, the FASB issued ASU 2016-015 , “Classification of Certain Cash Receipts and Cash Payments” |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Note 2. Financial Instruments The following table summarizes the fair value of our cash and cash equivalents held in our current investment portfolio: Amortized Gross Gross Fair Value September 30, 2016 Cash $ 2,078,618 $ — $ — $ 2,078,618 Amortized Gross Gross Fair Value December 31, 2015 Cash $ 830,190 $ — $ — $ 830,190 Cash equivalents 11,280,375 — — 11,280,375 Restricted cash (money market accounts) 2,422,500 — — 2,422,500 Total cash and cash equivalents $ 14,533,065 $ — $ — $ 14,533,065 At September 30, 2016, to maintain liquidity, our cash balances are in checking accounts. From time to time, we carry cash balances in excess of federally insured limits. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 3. Fair Value Measurement Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, we are required to apply a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. The three levels of the fair value hierarchy are: Level 1 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets measured at fair value are classified below based on the three fair value hierarchy tiers described above. Our liability for warrants issued in our 2011 financing and 2016 financing is classified as Level 2 as the liability is valued using a Black-Scholes 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. Our note payable is classified as level 2 based on pricing sources and observable inputs. The following table presents financial liabilities measured at fair value as of September 30, 2016: Fair Value Measurement at Report Date Using Quoted Prices Identical Assets Significant Unobservable (Level 3) As of Financial liabilities: Note payable — $ 2,000,000 $ — $ 2,000,000 Warrant liabilities — 651,902 — 651,902 Total financial liabilities $ — $ 2,651,902 $ — $ 2,651,902 The following table presents financial assets and liabilities measured at fair value as of December 31, 2015: Fair Value Measurement at Report Date Using Quoted Prices Identical Assets Significant Unobservable (Level 3) 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 |
Trust Account
Trust Account | 9 Months Ended |
Sep. 30, 2016 | |
Banking and Thrift [Abstract] | |
Trust Account | Note 4. Trust Account As part of our wind down of operations, we entered into a trust agreement on June 16, 2016 with David A. Bradlow, as trustee, in order to establish a third party trust for the benefit of our employees and, in particular, to help ensure the availability of funds necessary to satisfy our future commitments to exiting employees and tax authorities. At the time, and following a renegotiation of all our existing severance obligations owed to employees, we transferred $2.3 million to fund the trust. This amount represented our best estimate of (i) severances expected to become payable to employees upon the termination of their employment, (ii) anticipated accrued paid time off expected to be due at the time of their termination of employment, (iii) certain anticipated future employee wages, (iv) certain anticipated tax obligations, (v) potential retention bonuses payable in October, and (vi) anticipated costs associated with the administration of the trust. In all cases, the severance amounts contributed into the beneficial trust were net of the agreed-upon negotiated discounts of more than 50% from each employee’s original severance agreement with the Company. In the third quarter of 2016, the trustee released to the approximately 50 impacted employees and tax authorities approximately $2.1 million from the trust, in all cases pursuant to the terms of the trust agreement. The amount was part of the approximately $3,800,000 recorded as wind-down expense in our Condensed Consolidated Statement of Operations. In September 2016, after the deduction of Trustee fees of approximately $36,000, the balance of approximately $115,000 was refunded to the Company in accordance with the terms of the trust agreement. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Note 5. Assets held for sale On May 27, 2016, we decided to terminate our Phase II Pathway Study in spinal cord injury following an in-depth review of data from the study and after obtaining the concurrence of the study’s Interim Analysis Data Monitoring Committee. While the results showed overall improvement in patients treated with our proprietary cells, the magnitude of the effect and the perceived trend of the effect over time did not justify continuing the study or exploring the variability in the initial patient observations, given the financial resources available to us. Following this, on May 30, 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. As part of the wind down of our operations, we conducted a reduction of our work force impacting all of our remaining full-time employees, consisting of approximately 50 employees, termed our commercial lease agreements and exited our two facilities located in Newark and Sunnyvale, California, as of August 1, 2016. At May 31, 2016, we wrote down the assets in these facilities to its estimated realizable value of $1,450,000 and classified the expected proceeds from the sale of these assets as “Assets held for sale” in our Condensed Consolidated Balance Sheets. Assets that were held for sale effective May 31, 2016 were no longer depreciated. By way of an auction, we sold all of our tangible assets at our Newark facility in July 2016 and received approximately $819,000. In July 2016, the lease for our Sunnyvale facility was taken over by an unrelated company. As part of the lease transfer, the unrelated company acquired all of our tangible assets at this facility for $650,000. The table below summarizes these changes: September 30, 2016 December 31, 2015 Building and improvements $ 3,608,588 $ 3,608,588 Machinery and equipment 8,545,637 8,530,203 Furniture and fixtures 338,259 338,259 12,492,484 12,477,050 Less accumulated depreciation (7,709,748 ) (7,259,121 ) Less write-down (3,332,736 ) — Assets held for sale $ 1,450,000 $ 5,217,929 Proceeds from sale 1,468,888 — Gain on disposal of assets $ 18,888 $ — |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patents and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs have been expensed as incurred. License costs are capitalized and amortized over the estimated life of the related license agreement. In May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and the current cash position. We are evaluating opportunities to monetize our intellectual property, including data collected in its studies and trade secrets, as well as the transfer of our proprietary HuCNS-SC cells and other assets through a potential sale. As these intellectual properties are no longer in use to further our R&D programs, effective the third quarter of 2016, capitalized costs are no longer being amortized. The components of our intangible assets at September 30, 2016 are summarized below: Intangible Asset Class Cost Accumulated Net Carrying Amount Weighted Patents and licenses $ 160,436 $ (121,609 ) $ 38,827 15 years |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 7. Stock-Based Compensation We currently grant stock-based compensation under our 2013 Equity Incentive Plan approved by our stockholders and one plan adopted in 2012 pursuant to NASDAQ Listing Rule 5635(c) (4) concerning inducement grants for new employees (our “2012 Commencement Incentive Plan”). As of September 30, 2016, we had 1,032,153 shares available to grant under the above mentioned plans. 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 stockholder-approved plan 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. In May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. As part of the wind down of our operations, we conducted a reduction of our work force impacting all of our remaining full-time employees, consisting of approximately 50 employees, as of August 1, 2016. Unvested options and RSUs of the employees impacted were forfeited. Stock based compensation expense for the three months ended September 30, 2016 reflect forfeiture of unvested options and restricted stock units. As of September 30, 2016, we expect the outstanding unvested options and restricted stock units as of that date to be forfeited and we do not expect to recognize any compensation expense for these awards in periods subsequent to September 30, 2016. Our stock-based compensation expense for the three and nine months ended September 30 was as follows: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Research and development expense $ — $ 781,791 $ (237,780 ) $ 2,063,499 General and administrative expense (189,140 ) 644,451 980,954 2,023,211 Total stock-based compensation $ (189,140 ) $ 1,426,242 $ 743,174 $ 4,086,710 Effect on basic and diluted net loss per share $ 0.01 $ (0.16 ) $ (0.06 ) $ (0.54 ) Stock Options A summary of our stock option activity for the three months ended September 30, 2016 is as follows: Number of options Weighted-average Outstanding options at June 30, 2016 27,831 135.64 Granted — — Exercised — — Cancelled (7,740 ) 87.60 Outstanding options at September 30, 2016 20,091 154.15 A summary of changes in unvested options for the three months ended September 30, 2016 is as follows: Number of options Weighted-average exercise Weighted-average grant date Unvested options at June 30, 2016 1,250 8.52 5.53 Granted — — — Vested — — — Cancelled — — — Unvested options at September 30, 2016 1,250 8.52 5.53 Restricted Stock Units We have granted restricted stock units (“RSUs”) to certain employees and members of the Board of Directors which entitle the holders to receive shares of our common stock upon vesting of the RSUs. The fair value of restricted stock units granted is based upon the market price of the underlying common stock as if it were vested and issued on the date of grant. A summary of changes in our restricted stock units for the three months ended September 30, 2016 is as follows: Number of RSUs Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2016 333,930 10.18 Granted — — Vested and exercised (194,620 ) 10.05 Cancelled (5,834 ) 22.08 Outstanding at September 30, 2016 133,476 9.87 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 $240.00, which is equal to the market price of our common stock at the date of grant. The SARs vest 25% on the first anniversary of the grant date and 75% vest monthly over the remaining three-year service period. At September 30, 2016 and 2015, there were 110,593 SARs outstanding. All of the outstanding SARs have expired unexercised in July 2016. |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Loan Payable | Note 8. 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 were used for research and development and general corporate purposes. The loan had a three-year term and bore interest at an annual rate of 6%. The loan obligations were secured by a first priority security interest on substantially all of our assets excluding intellectual property. For the first six months, payments were interest only followed by repayment of principal and interest over a period of 30 months. There was a final $1,000,000 fee payable at the end of the term which was 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 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 Condensed Consolidated Balance Sheet and was 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 were 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. In April 2016, we repaid the outstanding principal, interest and fees to SVB and the aggregate balance of $2,422,500 was transferred from our restricted money market account to our unrestricted money market account. Loan Agreement with California Institute for Regenerative Medicine In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (“CIRM”) under which CIRM would have provided up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan helped fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However, in December 2014, as findings under this preclinical study in Alzheimer’s disease did not meet certain pre-determined criteria for continued funding of this program by CIRM, the parties terminated the loan agreement and we wound down this preclinical study which had been funded in part by the CIRM loan agreement. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In May 2016, we issued a letter to CIRM constituting notice that we elected to convert our loan into a Grant pursuant to the CIRM’s Loan Administration Policy, as amended effective April 25, 2016, and as if the forgiven loan balance had been total allowable project costs funded by CIRM. In the second quarter of 2016, we re-classified the principal amount of approximately $8,917,000 as “Other income” and the accrued interest of approximately $243,000 as “Gain on extinguishment of a loan” in our Condensed Consolidated Statement of Operations. Loan Agreement with Alpha Capital Anstalt On August 15, 2016, as part of the Merger Agreement, we issued a 5.0% secured note (“Note”) to Alpha Capital Anstalt (“Investor”), in the principal amount of $2 million, payable upon the earlier of (i) 30 days following the consummation of the Microbot Merger and (ii) December 31, 2016. Proceeds from the Note have been used to offset transaction costs associated with the Microbot Merger. Pursuant to the terms of the Note, we are obligated to pay interest on the principal amount owed under the Note at a fixed rate per annum of 5.0%, payable monthly on the first of the month, beginning on December 31, 2016 until the principal amount is paid in full. In addition, on August 15, 2016, we and the Investor entered into a Security Agreement to secure our obligations under the Note. Our obligations are secured by a first priority security interest in all of our intellectual property and certain general assets other than cash, deposit accounts, certificates of deposit and securities accounts. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Operating leases We leased various real properties under operating leases that generally require us to pay taxes, insurance, maintenance, and minimum lease payments. Some of our leases had 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 was approximately eleven and one-half years and included escalating rent payments which we recognized as lease operating expense on a straight-line basis. We were expected to pay approximately $17,869,000 in aggregate as rent over the term of the lease to BMR. In May 30, 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. On June 30, 2016, BMR filed a civil complaint for damages against us in Alameda County Superior Court. In its suit, BMR alleged that we had breached our lease agreement by winding down operations in our Newark facility. We disputed BMR’s allegations and opposed the litigation. However, on July 29, 2016, in order to avoid the costs and uncertainties inherent in any litigation, the parties to the BMR Suit agreed to settle the case. As part of the settlement agreement with BMR, in August 2016, we made a one-time settlement payment of $800,000 to BMR and forfeited our security deposit of $333,000 with BMR. The suit was dismissed and we exited the Newark facility as of August 1, 2016. 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 was for operations that supported our clinical development activities. The initial term of the lease was ten years and included escalating rent payments which we recognized as lease operating expense on a straight-line basis. We were expected to pay approximately $3,497,000 in aggregate rent over the term of the lease. As part of the lease, Prologis had 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 were recorded as leasehold improvement assets and amortized over the term of the lease. In May 30, 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. As part of the wind down of our operations, we terminated our lease agreement by entering into a series of agreements with both Miltenyi Biotec, Inc., a California subsidiary of a German research tools company (“Miltenyi”), and the company’s landlord that provided for an early exit from the Sunnyvale facility. As part of these transactions, we assigned our existing real property lease to the Sunnyvale facility to Miltenyi, sold certain equipment in this facility to Miltenyi for $650,000, and received $40,000 as refund of our security deposit from Prologis. No lease termination fee was paid to exit this facility. As of August 1, 2016, the Company has exited its previously leased facilities in both Newark and Sunnyvale, California. No further lease payments are owed for either facility. 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. |
Accrued Wind-down Expenses
Accrued Wind-down Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Accrued Wind-down Expenses | Note 10. Accrued Wind-down Expenses In May 2016, we decided to terminate our Phase II Pathway Study in spinal cord injury following an in-depth review of data from the study and after obtaining the concurrence of the study’s Interim Analysis Data Monitoring Committee. While the results showed overall improvement in patients treated with our proprietary cells, the magnitude of the effect and the perceived trend of the effect over time did not justify continuing the study or exploring the variability in the initial patient observations, given the financial resources available to us. Following this, in May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. We are evaluating opportunities to monetize our intellectual property, including data collected in its studies and trade secrets, as well as the transfer of our proprietary HuCNS-SC cells and other assets through a potential sale. We will not proceed with our earlier plans to conduct a rights offering, for which we had filed a registration statement with the SEC. As part of the wind down of our operations, we conducted a reduction of our work force impacting all of our remaining full-time employees, consisting of approximately 50 employees and exited our facilities, as of August 1, 2016. We recorded approximately $3,806,000 in wind-down expenses for the nine-month period ended September 30, 2016. The following table summarizes these expenses: Nine months ended Employee related $ 3,135,182 External services 319,953 Legal 286,134 Facilities related (590,505 ) Clinical trials close out 430,834 Other 224,544 Total wind-down expense $ 3,806,142 As of September 30, 2016, our accrued wind-down expense, primarily employee related, was approximately $80,000. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Warrant Liability | Note 11. Warrant Liability In December 2011, we raised gross proceeds of $10,000,000 through a public offering of 666,667 units and 666,667 Series B Warrants. The combination of units and Series B Warrants were sold at a public offering price of $15.00 per unit. Each Series B Warrant gave the holder the right to purchase one unit at an exercise price of $15.00 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 $16.80 per share. The Series A Warrants are immediately exercisable upon issuance and will expire in December 2016. In 2012, an aggregate of 225,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 225,000 shares of our common stock and 225,000 Series A Warrants. The remaining 441,667 Series B Warrants expired unexercised by their terms on May 2, 2012. In 2012, 2013 and 2014, an aggregate of 183,215, 32,045 and 98,335 Series A Warrants were exercised, respectively. For the exercise of these warrants, in 2012, 2013 and 2014, we issued 183,215, 32,045 and 98,335 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 was reduced from $16.80 per share to $8.40 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 was reduced from $8.40 per share to $6.24 per share and as a result of our March 2016 financing, the exercise price of these warrants were further reduced to approximately $3.60 per share. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 531,814 (from an outstanding aggregate of 578,081) 2011 Series A Warrants were exercised. For the exercise of these warrants, we issued 531,814 shares of our common stock. 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 Condensed Consolidated Statements of Operations. The fair value of the warrants will continue to be classified as a liability until such time as the warrants are exercised, expire or an amendment of the warrant agreement renders these warrants to be no longer classified as a liability. The estimated fair value of our 2011 Series A warrant liability at September 30, 2016, was approximately $55,000. In March 2016, we raised gross proceeds of approximately $8.0 million through an underwritten public offering of 2,222,250 units, at a price of $3.60 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 $3.60 per share, is immediately exercisable, and will expire two years from the date of issuance. Each Series B Warrant has an exercise price of $5.04 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 granted the underwriters a 45-day option to purchase up to an additional 333,338 shares of our common stock and/or warrants to purchase up to an additional 416,672 shares of our common stock to cover over-allotments, if any. The option was exercised in part and we issued an additional 166,473 of Series A warrants and 249,709 of Series B Warrants. The Series A and Series B Warrants contain full ratchet anti-dilution price protection for two years 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 respective warrants, the exercise price of these warrants will be reset to the lower common stock sales price. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 1,187,190 (from an outstanding aggregate of 1,277,609) 2016 Series A Warrants were exercised and an aggregate of 1,546,360 (from an outstanding aggregate of 1,916,407) 2016 Series B Warrants were surrendered. For the exercise of these warrants, we issued 1,187,190 shares of our common stock. 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 time the Series B Warrants become exercisable. As terms of the Series A and Series B 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 estimated fair value of our warrant liability for the 2016 Series A and 2016 Series B warrants at September 30, 2016, was approximately $115,000 and $482,000 respectively. We used the Black-Scholes valuation model to estimate fair value of these warrants issued in our 2011 financing and 2016 financing transactions. In using this model, 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. The assumptions used for the Black-Scholes model to value the Warrants at September 30, 2016 are as follows: Series A (2011) Series A (2016) Series B (2016) Risk-free interest rate per year 0.25 % 0.74 % 1.32 % Expected volatility per year 430.7 % 237.1 % 140.6 % Expected dividend yield 0 % 0 % 0 % Expected life (years) 0.2 1.5 5.5 The following table is a summary of the changes in fair value of warrant liability in the third quarter of 2016: Series A (2011) Series A (2016) Series B (2016) Total Balance at December 31, 2015 $ 770,964 $ — $ — $ 770,964 Exercised (838,485 ) (1,564,788 ) — (2,403,273 ) Cancelled — — (1,786,170 ) (1,786,170 ) Changes in fair value 122,466 1,679,706 2,268,209 4,070,381 Balance at September 30, 2016 $ 54,945 $ 114,918 $ 482,039 $ 651,902 The fair value of the warrant liability is revalued at the end of each reporting period, with the change in fair value of the warrant liability recorded as a gain or loss in our Condensed Consolidated Statements of Operations. The fair value of the warrants will continue to be classified as a liability until such time as the warrants are exercised, expire or an amendment of the warrant agreement renders these warrants to be no longer classified as a liability. |
Equity Financing
Equity Financing | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Equity Financing | Note 12. Equity Financing On August 16, 2016, we announced that from the period beginning August 16, 2016 through August 17, 2016 (“Exercise Period”), we would accept warrant exercises from the holders of the outstanding warrants that we issued in 2015 (the “2015 Warrants”) to purchase our common stock at a reduced exercise price of $1.10 per share. Any exercises of the 2015 Warrants outside of the Exercise Period will continue to be honored at the $10.20 exercise price. During the exercise period, an aggregate of 2,475,776 of the 2015 Warrants were exercised. For the exercise of these warrants, we issued 2,475,776 shares of our common stock and received gross proceeds of approximately $2,723,000. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to equal $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 1,187,190 (from an outstanding aggregate of 1,277,609) 2016 Series A Warrants were exercised and an aggregate of 1,546,360 (from an outstanding aggregate of 1,916,407) 2016 Series B Warrants were surrendered. In addition, an aggregate of 531,814 (from an outstanding aggregate of 578,801) 2011 Series A Warrants were exercised. For the exercise of these warrants, we issued in aggregate, 1,719,004 shares of our common stock and received gross proceeds of approximately $516,000. The shares were offered under our shelf registration statement previously filed with, and declared effective by, the SEC. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business StemCells, Inc., a Delaware corporation, is a biopharmaceutical company that operates in one segment, the research, development, and commercialization of stem cell therapeutics and related technologies. The accompanying financial data as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to these rules and regulations. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. However, we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. |
Wind-down of operations | Wind-down of operations In May 2016, we decided to terminate our Phase II Pathway Study in spinal cord injury following an in-depth review of data from the study and after obtaining the concurrence of the study’s Interim Analysis Data Monitoring Committee. While the results showed overall improvement in patients treated with our proprietary cells, the magnitude of the effect and the perceived trend of the effect over time did not justify continuing the study or exploring the variability in the initial patient observations, given the financial resources available to us. Following this, in May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. We are evaluating opportunities to monetize our intellectual property, including data collected in its studies and trade secrets, as well as the transfer of our proprietary HuCNS-SC cells and other assets through a potential sale. We will not proceed with our earlier plans to conduct a rights offering, for which we had filed a registration statement with the SEC. As part of the wind down of our operations, we conducted a reduction of our work force impacting all of our remaining full-time employees, consisting of approximately 50 employees and exited our facilities, as of August 1, 2016. Effective May 31, 2016, we recorded all expenses committed to the wind-down of our operations as wind-down expense. We recorded in aggregate, approximately $3,806,000 in wind-down expenses for the nine-month period ended September 30, 2016 (see Note 10, “Accrued Wind-down Expenses”). We have incurred significant operating losses since inception and have an accumulated deficit of approximately $468,000,000 through September 30, 2016. As of September 30, 2016, we had cash and cash equivalents of approximately $2,079,000. We expect to incur additional operating losses over the foreseeable future. As of the date of this report, we have four employees and insufficient funds to cover future company operations. We have very limited liquidity and capital resources and must obtain additional capital and other resources through additional financing or business transactions with potential to provide funds required to restart and continue operations. There are no assurances that these transactions will be realized in whole or in part. These issues, raise substantial doubt about the ability of the Company to continue as a going concern. 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. |
Reverse Stock Split | Reverse Stock Split We effected a one-for-twelve reverse stock split on May 6, 2016. As a result of the reverse stock split, each twelve shares of our common stock automatically combined into and became one share of our common stock. Any fractional shares which would otherwise be due as a result of the reverse split were rounded up to the nearest whole share. Concurrent with the reverse stock split, we reduced the authorized number of common shares from 225 million to 200 million. The reverse stock split automatically and proportionately adjusted, based on the one-for-twelve split ratio, all issued and outstanding shares of our common stock, as well as common stock underlying stock options, warrants and other derivative securities outstanding at the time of the effectiveness of the reverse stock split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under our equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of this reverse stock split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto have been adjusted to reflect the reverse stock split on a retroactive basis. |
Proposed Merger with Microbot Medical Ltd. | Proposed Merger with Microbot Medical Ltd. On August 15, 2016, StemCells entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with CIRD Israel Ltd., an Israeli corporation and wholly-owned subsidiary of StemCells (“Merger Sub”) and Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Microbot, Merger Sub will cease to exist and Microbot will survive as a wholly-owned subsidiary of StemCells (the “Merger” or the “Microbot Merger”). The respective boards of directors of StemCells and Microbot have approved the Merger Agreement and the transactions contemplated thereby. At the effective time of the Microbot Merger (the “Effective Time”), each outstanding share of Microbot capital stock will be converted into the right to receive that number of shares of StemCells common stock as determined pursuant to the exchange ratio described in the Merger Agreement (the “Exchange Ratio”). In addition, at the Effective Time: (i) all outstanding options to purchase shares of Microbot stock will be assumed by StemCells and converted into options to purchase shares of StemCells common stock, in each case appropriately adjusted based on the Exchange Ratio; and (ii) all outstanding warrants to purchase shares of the capital stock of Microbot will be assumed by StemCells and converted into warrants to purchase shares of StemCells common stock, in each case appropriately adjusted based on the Exchange Ratio. No fractional shares of StemCells common stock will be issued in the Microbot Merger. The Merger Agreement has been filed with the SEC as an exhibit to the Company’s Form 8-K dated August 15, 2016. Following the consummation of the Microbot Merger, former stockholders of Microbot are expected to own approximately 95% of the combined company and current stockholders of StemCells are expected to own approximately 5% of the combined company, in each case based on the fully diluted shares of each company prior to the consummation of the Microbot Merger. In connection with the Microbot Merger, StemCells will seek to amend its certificate of incorporation to: (a) effect a reverse stock split of StemCells’ common stock if necessary to comply with the listing requirements of the NASDAQ Capital Market; (b) increase the number of authorized shares of StemCells common stock; and (c) change the name of StemCells to “Microbot Medical Inc.” or another name designated by Microbot. The Merger Agreement provides that, immediately following the Effective Time, the board of directors of StemCells will be designated by Microbot. The completion of the Microbot Merger is subject to various customary conditions, including, among other things: (a) the approval of the respective stockholders of StemCells and Microbot; (b) subject to certain materiality exceptions, the accuracy of the representations and warranties made by each of StemCells and Microbot and the compliance by each of StemCells and Microbot with their respective obligations under the Merger Agreement; (c) approval for the listing of shares of StemCells common stock to be issued in the Microbot Merger on the NASDAQ Capital Market; (d) approval of the transactions contemplated by the Merger Agreement by the Office of Chief Scientist at the Israeli Ministry of Economy; and (e) that StemCells’s cash position, net of debt and certain other liabilities, is not less than $0, excluding any balance under the Note (as defined below). The Merger Agreement contains customary representations, warranties and covenants, including covenants obligating each of StemCells and Microbot to continue to conduct its respective business in the ordinary course, to provide reasonable access to each other’s information and to use reasonable best efforts to cooperate and coordinate to make any filings or submissions that are required to be made under any applicable laws or requested to be made by any government authority in connection with the Merger. The Merger Agreement also contains a customary “no solicitation” provision pursuant to which, prior to the completion of the Microbot Merger, neither StemCells nor Microbot may solicit or engage in discussions with any third party regarding another acquisition proposal unless it has received an unsolicited, bona fide written proposal that the recipient’s board of directors determines is or would reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement). The Merger Agreement contains certain termination rights in favor of each of StemCells and Microbot. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of StemCells, Inc., and our wholly-owned subsidiaries, including StemCells California, Inc., Stem Cell Sciences Holdings Ltd, and Stem Cell Sciences (UK) Ltd (“SCS”). All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. Significant estimates include the following: • the grant date fair value of stock-based awards recognized as compensation expense (see Note 7, “Stock-Based Compensation”); • expenses accrued to wind-down current operations (see Note 10, “Accrued Wind-down Expenses”); and • the fair value of warrants recorded as a liability (see Note 11, “Warrant Liability”). |
Financial Instruments | Financial Instruments Cash and Cash Equivalents Cash equivalents are money market accounts, money market funds and investments with maturities of 90 days or less from the date of purchase. Receivables Our receivables generally consist of interest income on our financial instruments and royalties due from licensing agreements. |
Warrant Liability | 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 666,667 shares at $16.80 per share and Series B Warrants with a ninety trading day term to purchase 666,667 units at $15.00 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 225,000 Series B Warrants were exercised. For the exercise of these warrants, we issued 225,000 shares of our common stock and 225,000 Series A Warrants. The remaining 441,667 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 $16.80 per share to $8.40 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 was reduced from $8.40 per share to $6.24 per share and as a result of our March 2016 financing, the exercise price of these warrants was reduced to approximately $3.60 per share. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 531,814 (from an outstanding aggregate of 578,081) 2011 Series A Warrants were exercised. For the exercise of these warrants, we issued 531,814 shares of our common stock. 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 Black-Scholes model (see Note 11, “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. 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 2011 Series A warrant liability at September 30, 2016, was approximately $55,000. In March 2016, we raised gross proceeds of approximately $8,000,000 through an underwritten public offering of 2,222,250 units, at a price of $3.60 per unit, before deducting underwriting discounts and other offering expenses. Each unit consisted 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 had an exercise price of $3.60 per share, was immediately exercisable, and will expire two years from the date of issuance. Each Series B Warrant had an exercise price of $5.04 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 granted the underwriters a 45-day option to purchase up to an additional 333,338 shares of our common stock and/or warrants to purchase up to an additional 416,672 shares of our common stock to cover over-allotments, if any. The option was exercised in part and we issued an additional 166,473 of Series A warrants and 249,709 of Series B Warrants. The Series A and Series B Warrants contain full ratchet anti-dilution price protection for two years 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 respective warrants, the exercise price of these warrants will be reset to the lower common stock sales price. As part of our obligations under the Merger Agreement with Microbot, in August 2016, we negotiated with certain institutional holders of our 2016 Series A and Series B Warrants to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result of the exchange, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 1,187,190 (from an outstanding aggregate of 1,277,609) 2016 Series A Warrants were exercised and an aggregate of 1,546,360 (from an outstanding aggregate of 1,916,407) 2016 Series B Warrants were surrendered. For the exercise of these warrants, we issued 1,187,190 shares of our common stock. 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 when the Series B Warrants become exercisable. As terms of the Series A and Series B 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 and Series B Warrants is determined using a Black-Scholes model (see Note 11, “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. 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 for the 2016 Series A and 2016 Series B warrants at September 30, 2016, was approximately $115,000 and $482,000 respectively. |
Intangible Assets | Intangible Assets Prior to fiscal year 2001, we capitalized certain patent costs, which are being amortized over the estimated life of the patents and would be expensed at the time such patents are deemed to have no continuing value. Since 2001, all patent costs have been expensed as incurred. License costs are capitalized and amortized over the estimated life of the related license agreement. In May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and the current cash position. We are evaluating opportunities to monetize our intellectual property, including data collected in its studies and trade secrets, as well as the transfer of our proprietary HuCNS-SC cells and other assets through a potential sale. As these intellectual properties are no longer in use to further our R&D programs, effective the third quarter of 2016, capitalized costs are no longer being amortized. |
Revenue Recognition | Revenue Recognition We currently recognize revenue resulting from the licensing and use of our technology and intellectual property. Licensing agreements may contain multiple elements, such as upfront fees, payments related to the achievement of particular milestones and royalties. Revenue from upfront fees for licensing agreements that contain multiple elements are generally deferred and recognized on a straight-line basis over the term of the agreement. Fees associated with substantive at risk performance-based milestones are recognized as revenue upon completion of the scientific or regulatory event specified in the agreement, and royalties received are recognized as earned. Revenue from licensing agreements is recognized net of a fixed percentage due to licensors as royalties. In April 2013, we entered into an agreement with the California Institute for Regenerative Medicine (“CIRM”) under which CIRM would have provided up to approximately $19.3 million as a forgivable loan, in accordance with mutually agreed upon terms and conditions and CIRM regulations. The CIRM loan helped fund preclinical development of our HuCNS-SC cells for Alzheimer’s disease. Between July 2013 and August 2014, we received in aggregate, approximately $9.6 million as disbursements of the loan provided under the CIRM Loan Agreement. However, in December 2014, as findings under this preclinical study in Alzheimer’s disease did not meet certain pre-determined criteria for continued funding of this program by CIRM, the parties terminated the loan agreement and we wound down this preclinical study which had been funded in part by the CIRM loan agreement. In February 2015, we repaid CIRM approximately $679,000 of the aggregate loan proceeds received. Under the terms of the CIRM loan agreement, principal amount of approximately $8,917,000 and accrued interest of approximately $243,000 were forgiven. However, authoritative accounting guidance requires certain conditions (which includes a legal release from the creditor) to be met before a liability can be extinguished and derecognized. In May 2016, we issued a letter to CIRM constituting notice that we elected to convert our loan into a grant pursuant to the CIRM’s Loan Administration Policy, as amended effective April 25, 2016, and as if the forgiven loan balance had been total allowable project costs funded by CIRM. In the second quarter of 2016, we re-classified the principal amount of approximately $8,917,000 as “Other income” and the accrued interest of approximately $243,000 as “Gain on extinguishment of a loan” in our Condensed Consolidated Statement of Operations. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for stock-based payment awards to employees is based on their grant date fair value as calculated and amortized over their vesting period. See Note 7, “Stock-Based Compensation” for further information. We use the Black-Scholes model to calculate the fair value of stock-based awards. |
Per Share Data | Per Share Data Basic net income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income or loss per share is computed based on the weighted average number of shares of common stock and other dilutive securities. To the extent these securities are anti-dilutive, they are excluded from the calculation of diluted earnings per share. The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Net loss $ (4,247,870 ) $ (9,642,647 ) $ (11,293,817 ) $ (27,455,062 ) Weighted average shares outstanding used to compute basic and diluted net loss per share 13,972,198 9,039,863 11,829,390 7,592,238 Basic and diluted net loss per share $ (0.30 ) $ (1.07 ) $ (0.95 ) $ (3.62 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive as of September 30: 2016 2015 * Options 20,091 232,852 Restricted stock units 133,476 771,877 Warrants 1,142,772 3,689,821 Total 1,296,339 4,694,550 * Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income or loss and other comprehensive income or loss (“OCL”). OCL includes certain changes in stockholders’ equity that are excluded from net income or loss. Specifically, when applicable, we include in OCL changes in unrealized gains and losses on foreign currency translations. Accumulated other comprehensive income was $47, 386 and $47,359 as of September 30, 2016 and December 31, 2015, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. In August 2014, the FASB issued ASU 2014-15 , “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” In January 2016, the FASB issued ASU 2016-01 , “Recognition and Measurement of Financial Assets and Financial Liabilities,” In February 2016, the FASB issued ASU 2016-02 , “Leases” In June 2016, the FASB issued ASU 2016-013 , “Measurement of Credit Losses on Financial Instruments” In August 2016, the FASB issued ASU 2016-015 , “Classification of Certain Cash Receipts and Cash Payments” |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basic and Dilutive Net Loss per Share Computations | The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share computations: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Net loss $ (4,247,870 ) $ (9,642,647 ) $ (11,293,817 ) $ (27,455,062 ) Weighted average shares outstanding used to compute basic and diluted net loss per share 13,972,198 9,039,863 11,829,390 7,592,238 Basic and diluted net loss per share $ (0.30 ) $ (1.07 ) $ (0.95 ) $ (3.62 ) |
Schedule of Anti-dilutive Securities | The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive as of September 30: 2016 2015 * Options 20,091 232,852 Restricted stock units 133,476 771,877 Warrants 1,142,772 3,689,821 Total 1,296,339 4,694,550 * Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | The following table summarizes the fair value of our cash and cash equivalents held in our current investment portfolio: Amortized Gross Gross Fair Value September 30, 2016 Cash $ 2,078,618 $ — $ — $ 2,078,618 Amortized Gross Gross Fair Value December 31, 2015 Cash $ 830,190 $ — $ — $ 830,190 Cash equivalents 11,280,375 — — 11,280,375 Restricted cash (money market accounts) 2,422,500 — — 2,422,500 Total cash and cash equivalents $ 14,533,065 $ — $ — $ 14,533,065 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value | The following table presents financial liabilities measured at fair value as of September 30, 2016: Fair Value Measurement at Report Date Using Quoted Prices Identical Assets Significant Unobservable (Level 3) As of Financial liabilities: Note payable — $ 2,000,000 $ — $ 2,000,000 Warrant liabilities — 651,902 — 651,902 Total financial liabilities $ — $ 2,651,902 $ — $ 2,651,902 The following table presents financial assets and liabilities measured at fair value as of December 31, 2015: Fair Value Measurement at Report Date Using Quoted Prices Identical Assets Significant Unobservable (Level 3) 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 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets Held for Sale | The table below summarizes these changes: September 30, 2016 December 31, 2015 Building and improvements $ 3,608,588 $ 3,608,588 Machinery and equipment 8,545,637 8,530,203 Furniture and fixtures 338,259 338,259 12,492,484 12,477,050 Less accumulated depreciation (7,709,748 ) (7,259,121 ) Less write-down (3,332,736 ) — Assets held for sale $ 1,450,000 $ 5,217,929 Proceeds from sale 1,468,888 — Gain on disposal of assets $ 18,888 $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets | The components of our intangible assets at September 30, 2016 are summarized below: Intangible Asset Class Cost Accumulated Net Carrying Amount Weighted Patents and licenses $ 160,436 $ (121,609 ) $ 38,827 15 years |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Our stock-based compensation expense for the three and nine months ended September 30 was as follows: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Research and development expense $ — $ 781,791 $ (237,780 ) $ 2,063,499 General and administrative expense (189,140 ) 644,451 980,954 2,023,211 Total stock-based compensation $ (189,140 ) $ 1,426,242 $ 743,174 $ 4,086,710 Effect on basic and diluted net loss per share $ 0.01 $ (0.16 ) $ (0.06 ) $ (0.54 ) |
Stock Option Activity | A summary of our stock option activity for the three months ended September 30, 2016 is as follows: Number of options Weighted-average Outstanding options at June 30, 2016 27,831 135.64 Granted — — Exercised — — Cancelled (7,740 ) 87.60 Outstanding options at September 30, 2016 20,091 154.15 |
Summary of Changes in Unvested Options | A summary of changes in unvested options for the three months ended September 30, 2016 is as follows: Number of options Weighted-average exercise Weighted-average grant date Unvested options at June 30, 2016 1,250 8.52 5.53 Granted — — — Vested — — — Cancelled — — — Unvested options at September 30, 2016 1,250 8.52 5.53 |
Summary of Changes in Restricted Stock Units | A summary of changes in our restricted stock units for the three months ended September 30, 2016 is as follows: Number of RSUs Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2016 333,930 10.18 Granted — — Vested and exercised (194,620 ) 10.05 Cancelled (5,834 ) 22.08 Outstanding at September 30, 2016 133,476 9.87 |
Loan Payable (Tables)
Loan Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
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 % |
Accrued Wind-down Expenses (Tab
Accrued Wind-down Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Wind-Down Expense | We recorded approximately $3,806,000 in wind-down expenses for the nine-month period ended September 30, 2016. The following table summarizes these expenses: Nine months ended Employee related $ 3,135,182 External services 319,953 Legal 286,134 Facilities related (590,505 ) Clinical trials close out 430,834 Other 224,544 Total wind-down expense $ 3,806,142 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Assumptions Used for Black-Scholes Model | The assumptions used for the Black-Scholes model to value the Warrants at September 30, 2016 are as follows: Series A (2011) Series A (2016) Series B (2016) Risk-free interest rate per year 0.25 % 0.74 % 1.32 % Expected volatility per year 430.7 % 237.1 % 140.6 % Expected dividend yield 0 % 0 % 0 % Expected life (years) 0.2 1.5 5.5 |
Summary of Changes in Fair Value of Warrant Liability | The following table is a summary of the changes in fair value of warrant liability in the third quarter of 2016: Series A (2011) Series A (2016) Series B (2016) Total Balance at December 31, 2015 $ 770,964 $ — $ — $ 770,964 Exercised (838,485 ) (1,564,788 ) — (2,403,273 ) Cancelled — — (1,786,170 ) (1,786,170 ) Changes in fair value 122,466 1,679,706 2,268,209 4,070,381 Balance at September 30, 2016 $ 54,945 $ 114,918 $ 482,039 $ 651,902 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | |||||||||||||||||
Aug. 31, 2016$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Feb. 28, 2015USD ($) | Apr. 30, 2013USD ($) | Dec. 31, 2011$ / sharesshares | Sep. 30, 2016USD ($)Employees$ / sharesshares | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($)EmployeesSegment$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013shares | Dec. 31, 2012shares | Dec. 31, 2011$ / sharesshares | Aug. 31, 2014USD ($) | Aug. 15, 2016 | May 06, 2016shares | May 05, 2016shares | Dec. 31, 2015USD ($)shares | Apr. 30, 2015$ / shares | ||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Number of segments | Segment | 1 | |||||||||||||||||||||
Number of employees eliminated | Employees | 50 | |||||||||||||||||||||
Wind-down expense | $ | $ 2,694 | $ 3,806,142 | ||||||||||||||||||||
Accumulated deficit | $ | (467,980,451) | (467,980,451) | $ (456,686,634) | |||||||||||||||||||
Cash and cash equivalents | $ | $ 2,078,618 | $ 2,078,618 | $ 21,185,263 | $ 24,987,603 | $ 12,110,565 | |||||||||||||||||
Number of existing employees after wind down of operations | Employees | 4 | 4 | ||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | [1] | 200,000,000 | [1] | 200,000,000 | 225,000,000 | 200,000,000 | [1] | ||||||||||||||
Stockholders ownership after proposed merger | 5.00% | |||||||||||||||||||||
Minimum cash position required for completion of merger | $ | $ 0 | $ 0 | ||||||||||||||||||||
Maturity period for market accounts, money market funds and investments | 90 days | |||||||||||||||||||||
Fair value of warrant liability | $ | 651,902 | $ 770,964 | $ 651,902 | $ 770,964 | ||||||||||||||||||
Proceeds from issuance of stock units | $ | 7,259,613 | $ 24,942,963 | ||||||||||||||||||||
Value of patent | $ | 0 | |||||||||||||||||||||
Other Income | $ | 8,917,000 | |||||||||||||||||||||
Gain on extinguishment of a loan | $ | 243,000 | |||||||||||||||||||||
Accumulated other comprehensive income | $ | 47,386 | 47,386 | $ 47,359 | |||||||||||||||||||
Microbot Medical Ltd [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Stockholders ownership after proposed merger | 95.00% | |||||||||||||||||||||
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 | |||||||||||||||||||||
Other Income | $ | 8,917,000 | |||||||||||||||||||||
Gain on extinguishment of a loan | $ | 243,000 | |||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | $ 3.60 | ||||||||||||||||||||
Number of securities callable by each warrant or right warrants | 0.50 | |||||||||||||||||||||
Number of warrants exercised | 1,187,190 | |||||||||||||||||||||
Number of additional warrants issued | 166,473 | |||||||||||||||||||||
Number of warrants outstanding | 1,277,609 | |||||||||||||||||||||
Fair value of warrant liability | $ | 115,000 | 115,000 | ||||||||||||||||||||
Warrant expiration period | 2 years | |||||||||||||||||||||
Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 8.40 | |||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Term of warrant | 5 years | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | $ 5.04 | ||||||||||||||||||||
Number of securities callable by each warrant or right warrants | 0.75 | |||||||||||||||||||||
Number of additional warrants issued | 249,709 | |||||||||||||||||||||
Number of warrants outstanding | 1,916,407 | |||||||||||||||||||||
Fair value of warrant liability | $ | 482,000 | 482,000 | ||||||||||||||||||||
Warrant expiration period | 1 year | |||||||||||||||||||||
Number of warrants surrendered | 1,546,360 | |||||||||||||||||||||
2011 Series A Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | |||||||||||||||||||||
Number of warrants exercised | 531,814 | |||||||||||||||||||||
Number of shares issued upon warrants exercise | 531,814 | |||||||||||||||||||||
Number of warrants outstanding | 578,081 | |||||||||||||||||||||
Fair value of warrant liability | $ | $ 55,000 | $ 55,000 | ||||||||||||||||||||
2016 Series A Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | |||||||||||||||||||||
Number of warrants exercised | 1,187,190 | |||||||||||||||||||||
Number of shares issued upon warrants exercise | 1,187,190 | |||||||||||||||||||||
Reduced exercise price of Series A Warrants in exchange for surrender of Series B Warrants | $ / shares | $ 0.30 | |||||||||||||||||||||
Number of warrants outstanding | 1,277,609 | |||||||||||||||||||||
2016 Series B Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | |||||||||||||||||||||
Number of warrants outstanding | 1,916,407 | |||||||||||||||||||||
Number of warrants surrendered | 1,546,360 | |||||||||||||||||||||
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 | 1 | ||||||||||||||||||
Number of shares issued upon warrants exercise | 225,000 | |||||||||||||||||||||
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 | 666,667 | 666,667 | ||||||||||||||||||||
Number of securities callable by each warrant or right warrants | 1 | 1 | ||||||||||||||||||||
Number of warrants exercised | 98,335 | 32,045 | 183,215 | |||||||||||||||||||
Number of additional warrants issued | 225,000 | |||||||||||||||||||||
Fair value of warrant liability | $ | $ 54,945 | $ 770,964 | $ 54,945 | |||||||||||||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 16.80 | $ 16.80 | ||||||||||||||||||||
Number of shares issued upon warrants exercise | 98,335 | 32,045 | 183,215 | |||||||||||||||||||
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 | 666,667 | 666,667 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 15 | $ 15 | ||||||||||||||||||||
Number of warrants exercised | 225,000 | |||||||||||||||||||||
Number of warrants expired | 441,667 | 441,667 | ||||||||||||||||||||
April 2015 Financing [Member] | Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 6.24 | $ 6.24 | $ 6.24 | $ 8.40 | ||||||||||||||||||
March 2016 Financing [Member] | Series A Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Fair value of warrant liability | $ | $ 114,918 | $ 114,918 | ||||||||||||||||||||
March 2016 Financing [Member] | Series A Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 3.60 | $ 3.60 | $ 3.60 | |||||||||||||||||||
March 2016 Financing [Member] | Series B Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Fair value of warrant liability | $ | $ 482,039 | $ 482,039 | ||||||||||||||||||||
Underwritten Public Offering [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Number of shares issued upon warrants exercise | 2,222,250 | |||||||||||||||||||||
Proceeds from issuance of stock units | $ | $ 8,000,000 | |||||||||||||||||||||
Number of stock units issued, price per share | $ / shares | $ 3.60 | |||||||||||||||||||||
Over-Allotment-Option [Member] | ||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||
Number of securities callable by each warrant or right warrants | 416,672 | |||||||||||||||||||||
Number of shares issued upon warrants exercise | 333,338 | |||||||||||||||||||||
Underwriting option exercise period | 45 days | |||||||||||||||||||||
[1] | Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Basic and Dilutive Net Loss per Share Computations (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Accounting Policies [Abstract] | |||||
Net loss | $ (4,247,870) | $ (9,642,647) | $ (11,293,817) | $ (27,455,062) | |
Weighted average shares outstanding used to compute basic and diluted net loss per share | [1] | 13,972,198 | 9,039,863 | 11,829,390 | 7,592,238 |
Basic and diluted net loss per share | [1] | $ (0.30) | $ (1.07) | $ (0.95) | $ (3.62) |
[1] | Adjusted for the 1-for-12 reverse stock split as discussed in Note 1. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Stock [Line Items] | ||
Anti-dilutive securities | 1,296,339 | 4,694,550 |
Options [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities | 20,091 | 232,852 |
Restricted Stock Units [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities | 133,476 | 771,877 |
Warrants [Member] | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities | 1,142,772 | 3,689,821 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||||
Reverse stock split ratio | 0.083 | 0.083 | 0.083 | 0.083 | 0.083 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 14,533,065 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 14,533,065 | |
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 | $ 2,078,618 | 830,190 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 2,078,618 | 830,190 |
Cash equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 11,280,375 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 11,280,375 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities Measured at Fair Value (Detail) - Fair Value, Measurements [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Financial liabilities: | ||
Total financial liabilities | $ 2,651,902 | $ 11,104,993 |
Financial assets: | ||
Total financial assets | 13,702,875 | |
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 | |
Note Payable [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 2,000,000 | |
Warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 651,902 | 770,964 |
Loans Payable [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 10,334,029 | |
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 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 2,651,902 | |
Significant Other Observable Inputs (Level 2) [Member] | Note Payable [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 2,000,000 | |
Significant Other Observable Inputs (Level 2) [Member] | Warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | $ 651,902 | |
Unobservable Inputs (Level 3) [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 11,104,993 | |
Unobservable Inputs (Level 3) [Member] | Warrants [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 770,964 | |
Unobservable Inputs (Level 3) [Member] | Loans Payable [Member] | ||
Financial liabilities: | ||
Total financial liabilities | $ 10,334,029 |
Trust Account - Additional Info
Trust Account - Additional Information (Detail) | Jun. 16, 2016USD ($) | Sep. 30, 2016USD ($)Employees | Sep. 30, 2016USD ($)Employees | Sep. 30, 2016USD ($)Employees | Aug. 01, 2016Employees |
Trust Account [Line Items] | |||||
Wind-down expense | $ 2,694 | $ 3,806,142 | |||
Number of impacted employees | Employees | 50 | ||||
Trust Agreement [Member] | |||||
Trust Account [Line Items] | |||||
Fund transferred to trust under agreement | $ 2,300,000 | ||||
Fund released to employees and tax authorities | $ 2,100,000 | 2,100,000 | $ 2,100,000 | ||
Wind-down expense | $ 3,800,000 | ||||
Number of impacted employees | Employees | 50 | 50 | 50 | ||
Negotiated discounts minimum percentage of severance amounts contributed into beneficial trust | 50.00% | ||||
Trustee fees | $ 36,000 | ||||
Fund refunded to the company under trust agreement | $ 115,000 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Detail) | 1 Months Ended | ||||
Jul. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Aug. 01, 2016Employees | May 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of impacted employees | Employees | 50 | ||||
Assets held for sale | $ 1,450,000 | $ 5,217,929 | |||
Discontinued Operations, Held-for-sale [Member] | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of impacted employees | Employees | 50 | ||||
Assets held for sale | $ 1,450,000 | ||||
Newark Facility [Member] | Discontinued Operations, Held-for-sale [Member] | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Proceeds from sale of property held for sale | $ 819,000 | ||||
Sunnyvale Facility [Member] | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Proceeds from sale of property held for sale | 650,000 | ||||
Sunnyvale Facility [Member] | Discontinued Operations, Held-for-sale [Member] | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Tangible assets acquired by unrelated company | $ 650,000 |
Assets Held for Sale - Summary
Assets Held for Sale - Summary of Assets Held for Sale (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 12,492,484 | $ 12,477,050 |
Less accumulated depreciation | (7,709,748) | (7,259,121) |
Less write-down | (3,332,736) | |
Assets held for sale, Total | 1,450,000 | 5,217,929 |
Proceeds from sale | 1,468,888 | |
Gain on disposal of assets | 18,888 | |
Building and Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 3,608,588 | 3,608,588 |
Machinery and Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 8,545,637 | 8,530,203 |
Furniture and Fixtures [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 338,259 | $ 338,259 |
Intangible Assets - Components
Intangible Assets - Components of Other Intangible Assets (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 38,827 | $ 45,816 |
Patents and Licenses [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 160,436 | |
Accumulated Amortization | (121,609) | |
Net Carrying Amount | $ 38,827 | |
Weighted Average Amortization Period | 15 years |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Dec. 20, 2013shares | Sep. 30, 2016$ / sharesshares | Aug. 01, 2016Employees | Sep. 30, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reduction in workforce, number of employees affected | Employees | 50 | |||
Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant | 6,000,000 | 1,032,153 | ||
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 | $ 240 | |||
Percentage of vested grant yearly | 25.00% | |||
Percentage of vested grant monthly | 75.00% | |||
Number of SARs, outstanding | 110,593 | 110,593 | ||
Vesting period of grant date | 3 years | |||
Restricted Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of years | 10 years | |||
Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unexercised vested option forfeiture | 3 months | |||
Options [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term of years | 10 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ (189,140) | $ 1,426,242 | $ 743,174 | $ 4,086,710 |
Effect on basic and diluted net loss per share | $ 0.01 | $ (0.16) | $ (0.06) | $ (0.54) |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 781,791 | $ (237,780) | $ 2,063,499 | |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ (189,140) | $ 644,451 | $ 980,954 | $ 2,023,211 |
Stock-Based Compensation - St44
Stock-Based Compensation - Stock Option Activity (Detail) | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Beginning balance | shares | 27,831 |
Number of options, Granted | shares | 0 |
Number of options, Exercised | shares | 0 |
Number of options, Cancelled (forfeited and expired) | shares | (7,740) |
Number of options, Ending balance | shares | 20,091 |
Weighted-average exercise price, Beginning balance | $ / shares | $ 135.64 |
Weighted-average exercise price, Granted | $ / shares | 0 |
Weighted-average exercise price, Exercised | $ / shares | 0 |
Weighted-average exercise price, Cancelled (forfeited and expired) | $ / shares | 87.60 |
Weighted-average exercise price, Ending balance | $ / shares | $ 154.15 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Changes in Unvested Options (Detail) | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Granted | shares | 0 |
Weighted-average exercise price, Beginning balance | $ 135.64 |
Weighted-average exercise price, Granted | 0 |
Weighted-average exercise price, Exercised | 0 |
Weighted-average exercise price, Cancelled (forfeited and expired) | 87.60 |
Weighted-average exercise price, Ending balance | $ 154.15 |
Unvested Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options, Beginning balance | shares | 1,250 |
Number of options, Granted | shares | 0 |
Number of options, Vested | shares | 0 |
Number of options, Cancelled | shares | 0 |
Number of options, Ending balance | shares | 1,250 |
Weighted-average exercise price, Beginning balance | $ 8.52 |
Weighted-average exercise price, Granted | 0 |
Weighted-average exercise price, Exercised | 0 |
Weighted-average exercise price, Cancelled (forfeited and expired) | 0 |
Weighted-average exercise price, Ending balance | 8.52 |
Weighted-average grant date fair value, Beginning balance | 5.53 |
Weighted-average grant date fair value, Granted | 0 |
Weighted-average grant date fair value, Vested | 0 |
Weighted-average grant date fair value, Cancelled | 0 |
Weighted-average grant date fair value, Ending balance | $ 5.53 |
Stock-Based Compensation - Su46
Stock-Based Compensation - Summary of Changes in Restricted Stock Units (Detail) - Restricted Stock Units [Member] | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Beginning balance | shares | 333,930 |
Number of RSUs, Granted | shares | 0 |
Number of RSUs, Vested | shares | (194,620) |
Number of RSUs, Cancelled | shares | (5,834) |
Number of RSUs, Ending balance | shares | 133,476 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 10.18 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 10.05 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 22.08 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 9.87 |
Loan Payable - Additional Infor
Loan Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 14 Months Ended | ||
Feb. 28, 2015 | Apr. 30, 2013 | Jun. 30, 2016 | Sep. 30, 2016 | Aug. 31, 2014 | Aug. 15, 2016 | |
Debt Instrument [Line Items] | ||||||
Reclassification of principal amount to other income | $ 8,917,000 | |||||
Reclassification of accrued interest to gain on extinguishment of loan | 243,000 | |||||
CIRM [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 | |||||
Reclassification of principal amount to other income | 8,917,000 | |||||
Reclassification of accrued interest to gain on extinguishment of loan | $ 243,000 | |||||
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% | |||||
Silicon Valley Bank Loan Agreement [Member] | Restricted Money Market Account [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, collateral amount | $ 2,422,500 | |||||
5.0% Secured Note [Member] | Alpha Capital Anstalt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 5.00% | |||||
Debt instrument principal amount | $ 2,000,000 | |||||
Debt instrument frequency of payment | Payable monthly on the first of the month | |||||
Debt instrument date of first required payment | Dec. 31, 2016 |
Loan Payable - Assumptions Used
Loan Payable - Assumptions Used for Black-Scholes Option Pricing Model (Detail) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected dividend yield | 0.00% |
Silicon Valley Bank Loan Agreement Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected life (years) | 10 years |
Risk-free interest rate | 1.90% |
Expected volatility | 88.10% |
Expected dividend yield | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 01, 2016 | Jul. 31, 2016 | Mar. 31, 2013 | Dec. 31, 2010 | Sep. 30, 2016 |
Sunnyvale Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Proceeds from sale of property held for sale | $ 650,000 | ||||
Lease Terminations [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Exit date of previously leased facilities | Aug. 1, 2016 | ||||
Prologis, L.P [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Term of lease | 10 years | ||||
Rent over term of lease | $ 3,497,000 | ||||
Refund of security deposit | $ 40,000 | ||||
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 | ||||
Lease termination fee paid | $ 800,000 | ||||
Amount of deposit forfeited | $ 333,000 |
Accrued Wind-down Expenses - Ad
Accrued Wind-down Expenses - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Aug. 01, 2016Employees | |
Restructuring and Related Activities [Abstract] | |||
Number of impacted employees due to work force reduction | Employees | 50 | ||
Total wind-down expense | $ 2,694 | $ 3,806,142 | |
Total accrued wind-down expense | $ 80,000 | $ 80,000 |
Accrued Wind-Down Expenses - Su
Accrued Wind-Down Expenses - Summary of Wind-Down Expenses (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | $ 2,694 | $ 3,806,142 |
Employee Related [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | 3,135,182 | |
External Services [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | 319,953 | |
Legal [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | 286,134 | |
Facilities Related [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | (590,505) | |
Clinical Trials Closeout [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | 430,834 | |
Other [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total wind-down expense | $ 224,544 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2011$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012USD ($)shares | Dec. 31, 2011USD ($)$ / shares$ / Stock_Unitshares | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2015$ / shares | |
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrant liability | $ | $ 651,902 | $ 770,964 | $ 770,964 | |||||||||
Proceeds from issuance of stock units | $ | $ 7,259,613 | $ 24,942,963 | ||||||||||
Dividend yield | 0.00% | |||||||||||
Series B Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Term of warrant | 5 years | |||||||||||
Number of securities callable by each warrant or right warrants | 0.75 | |||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | $ 5.04 | ||||||||||
Number of additional warrants issued | 249,709 | |||||||||||
Number of warrants outstanding | 1,916,407 | |||||||||||
Fair value of warrant liability | $ | $ 482,000 | |||||||||||
Warrant expiration period | 1 year | |||||||||||
Number of warrants surrendered | 1,546,360 | |||||||||||
Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of securities callable by each warrant or right warrants | 0.50 | |||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | $ 3.60 | ||||||||||
Number of warrants exercised | 1,187,190 | |||||||||||
Number of additional warrants issued | 166,473 | |||||||||||
Proceeds from sale of stock | $ | $ 1,652,000 | $ 538,000 | $ 3,078,000 | |||||||||
Number of warrants outstanding | 1,277,609 | |||||||||||
Fair value of warrant liability | $ | 115,000 | |||||||||||
Warrant expiration period | 2 years | |||||||||||
2011 Series A Warrant [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | |||||||||||
Number of warrants exercised | 531,814 | |||||||||||
Number of shares issued upon warrants exercise | 531,814 | |||||||||||
Number of warrants outstanding | 578,081 | |||||||||||
Fair value of warrant liability | $ | $ 55,000 | |||||||||||
2016 Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | |||||||||||
Number of warrants exercised | 1,187,190 | |||||||||||
Number of shares issued upon warrants exercise | 1,187,190 | |||||||||||
Reduced exercise price of Series A Warrants in exchange for surrender of Series B Warrants | $ / shares | $ 0.30 | |||||||||||
Number of warrants outstanding | 1,277,609 | |||||||||||
2016 Series B Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 0.30 | |||||||||||
Number of warrants outstanding | 1,916,407 | |||||||||||
Number of warrants surrendered | 1,546,360 | |||||||||||
Common Stock [Member] | Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 8.40 | |||||||||||
December 2011 Financing [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 10,000,000 | |||||||||||
Price per unit | $ / shares | $ 15 | |||||||||||
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] | ||||||||||||
Number of securities callable by warrants | 666,667 | 666,667 | ||||||||||
Term of warrant | 90 days | 90 days | ||||||||||
Warrant expiration date | May 2, 2012 | |||||||||||
Exercise price of warrants | $ / shares | $ 15 | $ 15 | ||||||||||
Number of warrants exercised | 225,000 | |||||||||||
Number of warrants expired | 441,667 | 441,667 | ||||||||||
December 2011 Financing [Member] | Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of securities callable by warrants | 666,667 | 666,667 | ||||||||||
Term of warrant | 5 years | |||||||||||
Number of securities callable by each warrant or right warrants | 1 | |||||||||||
Number of warrants exercised | 98,335 | 32,045 | 183,215 | |||||||||
Number of additional warrants issued | 225,000 | |||||||||||
Fair value of warrant liability | $ | $ 54,945 | $ 770,964 | ||||||||||
Dividend yield | 0.00% | |||||||||||
December 2011 Financing [Member] | Capital Units [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of securities callable by warrants | 666,667 | 666,667 | ||||||||||
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 | ||||||||||
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] | 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 | 225,000 | |||||||||||
December 2011 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 16.80 | $ 16.80 | ||||||||||
Number of shares issued upon warrants exercise | 98,335 | 32,045 | 183,215 | |||||||||
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 | 225,000 | |||||||||||
April 2015 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 6.24 | $ 6.24 | $ 8.40 | |||||||||
March 2016 Financing [Member] | Series B Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrant liability | $ | $ 482,039 | |||||||||||
Dividend yield | 0.00% | |||||||||||
March 2016 Financing [Member] | Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrant liability | $ | $ 114,918 | |||||||||||
Dividend yield | 0.00% | |||||||||||
March 2016 Financing [Member] | Common Stock [Member] | Series A Warrants [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price of warrants | $ / shares | $ 3.60 | $ 3.60 | ||||||||||
Underwritten Public Offering [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares issued upon warrants exercise | 2,222,250 | |||||||||||
Proceeds from issuance of stock units | $ | $ 8,000,000 | |||||||||||
Number of stock units issued, price per share | $ / shares | $ 3.60 | |||||||||||
Over-Allotment-Option [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of securities callable by each warrant or right warrants | 416,672 | |||||||||||
Number of shares issued upon warrants exercise | 333,338 | |||||||||||
Underwriting option exercise period | 45 days |
Warrant Liability - Assumptions
Warrant Liability - Assumptions Used for Black-Scholes Model (Detail) | 9 Months Ended |
Sep. 30, 2016 | |
Class of Warrant or Right [Line Items] | |
Expected dividend yield | 0.00% |
December 2011 Financing [Member] | Series A Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate per year | 0.25% |
Expected volatility per year | 430.70% |
Expected dividend yield | 0.00% |
Expected life (years) | 2 months 12 days |
March 2016 Financing [Member] | Series A Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate per year | 0.74% |
Expected volatility per year | 237.10% |
Expected dividend yield | 0.00% |
Expected life (years) | 1 year 6 months |
March 2016 Financing [Member] | Series B Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate per year | 1.32% |
Expected volatility per year | 140.60% |
Expected dividend yield | 0.00% |
Expected life (years) | 5 years 6 months |
Warrant Liability - Summary of
Warrant Liability - Summary of Changes in Fair Value of Warrant Liability (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Fair value of warrant liability, beginning balance | $ 770,964 | $ 770,964 | ||
Exercised | (2,403,273) | |||
Cancelled | (1,786,170) | |||
Change in fair value of warrant liability | (4,250,308) | $ 427,589 | 1,596,554 | $ 1,068,626 |
Fair value of warrant liability, ending balance | 651,902 | 651,902 | ||
Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of warrant liability, ending balance | 115,000 | 115,000 | ||
Series B Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of warrant liability, ending balance | 482,000 | 482,000 | ||
December 2011 Financing [Member] | Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of warrant liability, beginning balance | 770,964 | |||
Exercised | (838,485) | |||
Change in fair value of warrant liability | 122,466 | |||
Fair value of warrant liability, ending balance | 54,945 | 54,945 | ||
March 2016 Financing [Member] | Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercised | (1,564,788) | |||
Change in fair value of warrant liability | 1,679,706 | |||
Fair value of warrant liability, ending balance | 114,918 | 114,918 | ||
March 2016 Financing [Member] | Series B Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Cancelled | (1,786,170) | |||
Change in fair value of warrant liability | 2,268,209 | |||
Fair value of warrant liability, ending balance | $ 482,039 | $ 482,039 |
Equity Financing - Additional I
Equity Financing - Additional Information (Detail) - USD ($) | Aug. 17, 2016 | Aug. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||
Proceeds from exercise of warrants | $ 516,000 | $ 3,044,035 | ||
2015 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 1.10 | $ 10.20 | ||
Number of warrants exercised | 2,475,776 | |||
Number of shares issued upon warrants exercise | 2,475,776 | |||
Proceeds from exercise of warrants | $ 2,723,000 | |||
Series A Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 0.30 | $ 3.60 | ||
Number of warrants exercised | 1,187,190 | |||
Number of warrants outstanding | 1,277,609 | |||
2011 Series A Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 0.30 | |||
Number of warrants exercised | 531,814 | |||
Number of shares issued upon warrants exercise | 531,814 | |||
Number of warrants outstanding | 578,081 | |||
Series B Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price | $ 0.30 | $ 5.04 | ||
Number of warrants outstanding | 1,916,407 | |||
Number of warrants surrendered | 1,546,360 | |||
Series A and B Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares issued upon warrants exercise | 1,719,004 |