Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Synthetic Biologics, Inc. | |
Entity Central Index Key | 894,158 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SYN | |
Entity Common Stock, Shares Outstanding | 128,566,883 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 21,050 | $ 19,055 |
Prepaid expenses and other current assets | 1,263 | 2,515 |
Total Current Assets | 22,313 | 21,570 |
Property and equipment, net | 943 | 905 |
Deposits and other assets | 23 | 23 |
Total Assets | 23,279 | 22,498 |
Current Liabilities: | ||
Accounts payable | 1,097 | 1,993 |
Accrued expenses | 2,070 | 2,627 |
Warrant liabilities | 12,664 | 14,821 |
Accrued employee benefits | 1,606 | 313 |
Deferred rent | 88 | 3 |
Total Current Liabilities | 17,525 | 19,757 |
Long term deferred rent | 426 | 492 |
Total Liabilities | 17,951 | 20,249 |
Stockholders' Equity: | ||
Common stock, $0.001 par value; 350,000,000 shares authorized; 128,648,365 and 117,254,196 shares issued; and 128,566,883 and 117,172,714 shares outstanding | 129 | 117 |
Additional paid-in capital | 192,042 | 175,762 |
Accumulated deficit | (196,959) | (172,034) |
Total Synthetic Biologics, Inc. and Subsidiaries (Deficit) Equity | (4,788) | 3,845 |
Non-controlling interest | (1,876) | (1,596) |
Total Stockholders' (Deficit) Equity | (6,664) | 2,249 |
Total Liabilities and Stockholders' (Deficit) Equity | 23,279 | 22,498 |
Series A Preferred Stock [Member] | ||
Current Liabilities: | ||
Series A convertible preferred stock, $0.001 par value; 10,000,000 and zero shares authorized; 120,000 and zero shares issued and outstanding | $ 11,992 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares, issued | 128,648,365 | 117,254,196 |
Common stock, shares outstanding | 128,566,883 | 117,172,714 |
Series A Preferred Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 10,000,000 | 0 |
Temporary Equity, Shares Issued | 120,000 | 0 |
Temporary Equity, Shares Outstanding | 120,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Costs and Expenses: | ||||
General and administrative | $ 1,705 | $ 2,095 | $ 5,440 | $ 6,668 |
Research and development | 4,137 | 7,061 | 15,028 | 22,380 |
Total Operating Costs and Expenses | 5,842 | 9,156 | 20,468 | 29,048 |
Loss from Operations | (5,842) | (9,156) | (20,468) | (29,048) |
Other (Expense) Income: | ||||
Change in fair value of warrant liability | (5,092) | 666 | 2,157 | 3,681 |
Interest income | 4 | 1 | 7 | 36 |
Total Other (Expense) Income | (5,088) | 667 | 2,164 | 3,717 |
Net Loss | (10,930) | (8,489) | (18,304) | (25,331) |
Net Loss Attributable to Non-controlling Interest | (8) | (136) | (280) | (451) |
Net Loss Attributable to Synthetic Biologics, Inc. and Subsidiaries | (10,922) | (8,353) | (18,024) | (24,880) |
Series A Preferred Stock Dividends | (6,901) | 0 | (6,901) | 0 |
Net Loss Attributable to Common Stockholders | $ (17,823) | $ (8,353) | $ (24,925) | $ (24,880) |
Net Loss Per Share - Basic and Dilutive | $ (0.14) | $ (0.09) | $ (0.20) | $ (0.27) |
Weighted average number of shares outstanding during the period - Basic and Dilutive | 128,279,674 | 91,441,687 | 122,950,397 | 91,095,990 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (18,304) | $ (25,331) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,906 | 2,906 |
Change in fair value of warrant liabilities | (2,157) | (3,681) |
Depreciation | 172 | 111 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,251 | 6,428 |
Deposits and other assets | 0 | (12) |
Accounts payable | (895) | (171) |
Accrued expenses | (557) | 1,193 |
Accrued employee benefits | 1,293 | 1,063 |
Deferred rent | 19 | (23) |
Net Cash Used In Operating Activities | (16,272) | (17,517) |
Cash Flows From Investing Activities: | ||
Purchases of property and equipment | (209) | (199) |
Net Cash Used In Investing Activities | (209) | (199) |
Cash Flows From Financing Activities: | ||
Proceeds from sale of Series A convertible preferred stock, net of issuance cost | 11,952 | 0 |
Proceeds from issuance of common stock for stock option exercises | 166 | 814 |
Proceeds from “at the market” stock issuance | 6,358 | 633 |
Net Cash Provided By Financing Activities | 18,476 | 1,447 |
Net increase (decrease) in cash | 1,995 | (16,269) |
Cash at beginning of period | 19,055 | 20,818 |
Cash at end of period | $ 21,050 | $ 4,549 |
Organization, Nature of Operati
Organization, Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Description of Business Synthetic Biologics, Inc. (the “Company” or “Synthetic Biologics”) is a late-stage clinical company developing therapeutics designed to preserve the microbiome to protect and restore the health of patients. The Company’s lead candidates poised for Phase 3 development are: (1) SYN-004 (ribaxamase) which is designed to protect the gut microbiome (gastrointestinal (GI) microflora) from the effects of certain commonly used intravenous (IV) antibiotics for the prevention of C. difficile Basis of Presentation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”) for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, comprised of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position and cash flows. The operating results for the interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2016 Form 10-K. The interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of results for the full year. The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented. The Company believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. Recent Accounting Pronouncements and Developments In May 2017, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Scope of Modification Accounting, clarifies Topic 718, Compensation Stock Compensation In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , In March 2016, the FASB issued ASU, No. 2016-09, Compensation - Stock Compensation (Topic 718) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date · ASU No. 2016-10, Identifying Performance Obligations and Licensing (Topic 606); · ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting; · ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients · ASU No. 2016-20, Technical Correction and Improvements; and · ASU No. 2016-20, Technical correction and improvements to Topic 606, Revenue from Contracts with Customers The adoption of ASU 2014-09 may have a material effect on the recognition of future revenues. ASU 2014-09 differs from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments. Accordingly, we expect that our evaluation of the accounting for collaboration agreements under the new revenue standard could identify material changes from the current accounting treatment. The new accounting standard will require entities to determine an appropriate attribution method using either output or input methods and does not include a presumption that entities would default to a ratable attribution approach for upfront non-refundable fees. These factors could materially impact the amount and timing of our revenue recognition from our license and collaboration agreements under the new revenue standard. The Company will need to evaluate the impact of adoption ASU No. 2014-09 on its results of operations, cash flows and financial position. Based on the Company’s initial assessment, it does not expect any material changes to the recognition of its revenue. The Company has not yet completed its final review of the impact of this guidance, and will continue to evaluate the impacts of adoption over the coming quarters. The Company currently expects to apply ASU 2014-09 on a modified retrospective basis as of January 1, 2018 when revenue arrangements arise in the future. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has recurring losses and as of September 30, 2017, the Company has an accumulated deficit of approximately $ 197.0 The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt or equity capital. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company does not have sufficient capital to fund its plan of operations over the next twelve months which includes the initiation and completion of its planned Phase 2b/3 and Phase 3 clinical trials. In order to address its capital needs, including its planned Phase 2b/3 and Phase 3 clinical trials, the Company is actively pursuing additional equity or debt financing in the form of either a private placement or a public offering. The Company has been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings and partnerships and collaborations. Such additional financing opportunities might not be available to the Company, when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, the Company’s operating results and prospects will be adversely affected. With the exception of the quarter ended June 30, 2010, the Company has incurred negative cash flow from operations since its inception. The Company has spent, and expects to continue to spend, substantial amounts in connection with implementing its business strategy, including its planned product development efforts, clinical trials, and research and discovery efforts. At September 30, 2017, the Company had cash and cash equivalents of approximately $ 21.1 The actual amount of funds the Company will need to operate is subject to many factors, some of which are beyond the Company’s control. These factors include the following: · the progress of research activities; · the number and scope of research programs; · the progress of preclinical and clinical development activities; · the progress of the development efforts of parties with whom the Company has entered into research and development agreements and amount of funding received from partners and collaborators; · the costs associated with additional clinical trials of product candidates; · the ability to maintain current research and development licensing arrangements and to establish new research and development, and licensing arrangements; · the ability to achieve milestones under licensing arrangements; · the costs associated with manufacturing-related services to produce material for use in its clinical trials; · the costs involved in prosecuting and enforcing patent claims and other intellectual property rights; and · the costs and timing of regulatory approvals. The Company has based its estimates on assumptions that may prove to be wrong. The Company may need to obtain additional funds sooner or in greater amounts than it currently anticipates. If the Company raises funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of the existing stockholders will be diluted. If the Company is not able to obtain financing when needed, it may be unable to carry out its business plan. As a result, the Company may have to significantly limit its operations and its business, financial condition and results of operations would be materially harmed. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 3. Fair Value of Financial Instruments Fair Value of Financial Instruments The fair value accounting standards define fair value as 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 determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows: · Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 inputs: Inputs, other than quoted prices, included in Level 1 that are observable either directly or indirectly; and · Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying amounts of the Company’s short-term financial instruments, including cash and cash equivalents, other current assets, accounts payable and accrued liabilities approximate fair value due to the relatively short period to maturity for these instruments. Cash and cash equivalents include money market accounts of $ 0.2 1.7 The warrants issued in conjunction with the registered direct offering in October 2014 include a provision that if the Company were to enter into a certain transaction, as defined in the warrant agreement, the warrants would be purchased from the holder at a premium. The warrants issued in conjunction with the public offering of the Company’s securities in November 2016 include a provision that if the Company were to enter into a certain transaction, as defined in the warrant agreement, the warrants would be purchased from the holder for cash. Accordingly, the Company recorded the warrants as liabilities at their fair value upon issuance and re-measures the fair value at each period end with the change in fair value recorded in the condensed consolidated statement of operations. The Company uses a Monte Carlo simulation to estimate the fair value of the warrants. In using this model, the fair value is determined by applying Level 3 inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. The assumptions used in calculating the estimated fair value of the warrants represent the Company’s best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. |
Selected Balance Sheet Informat
Selected Balance Sheet Information | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | 4. Selected Balance Sheet Information September 30, December 31, 2017 2016 Clinical consulting services refund receivable $ 612 $ - Prepaid conferences, travel and other expenses 406 295 Grant receivable 130 185 Prepaid insurances 69 358 Prepaid clinical research organizations 46 1,677 Total $ 1,263 $ 2,515 Prepaid clinical research organizations expense is classified as a current asset. The Company makes payments to the clinical research organizations based on agreed upon terms that include payments in advance of study services. The Company anticipates that the majority of the prepaid clinical research organization expenses will be applied to research and development expenses during fiscal year 2017. September 30, December 31 2017 2016 Computer and office equipment $ 661 $ 641 Leasehold improvements 439 439 Construction in progress 190 - Software 11 11 1,301 1,091 Less accumulated depreciation and amortization (358) (186) Total $ 943 $ 905 September 30, December 31, 2017 2016 Accrued manufacturing costs $ 1,069 $ 14 Accrued clinical consulting services 806 2,211 Accrued vendor payments 187 400 Other accrued expenses 8 2 Total $ 2,070 $ 2,627 September 30, December 31, 2017 2016 Accrued bonus expense $ 1,265 $ - Accrued vacation expense 341 261 Other accrued employee benefits - 52 Total $ 1,606 $ 313 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-Based Compensation Stock Incentive Plans On March 20, 2007, the Company’s Board of Directors approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) for the issuance of up to 2,500,000 250,000 743,924 On November 2, 2010, the Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (“2010 Stock Plan”) for the issuance of up to 3,000,000 3,000,000 6,000,000 6,000,000 8,000,000 8,000,000 14,000,000 14,000,000 17,500,000 10,475,091 In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee. There is no deferred compensation recorded upon initial grant date; instead, the fair value of the stock-based payment is recognized ratably over the stated vesting period. The Company has applied fair value accounting for all stock-based payment awards since inception. The fair value of each option or warrant granted is estimated on the date of grant using the Black-Scholes option pricing model. There were no options granted during the nine months ended September 30, 2017. Nine months ended September 30, 2017 2016 Exercise price $0.83 - $0.87 $1.08 - $2.66 Expected dividends 0% 0% Expected volatility 90% - 92 % 102% - 117% Risk free interest rate 1.67% - 1.75 % 1.40% - 1.57 % Expected life of option 4.2 - 4.3 years 7.0 years The Company records stock-based compensation based upon the stated vested provisions in the related agreements. The vesting provisions for these agreements have various terms as follows: ⋅ immediate vesting; ⋅ half vesting immediately and remaining over three years; ⋅ quarterly over three years; ⋅ annually over three years; ⋅ one-third immediate vesting and remaining annually over two years; ⋅ one half immediate vesting and remaining over nine months; ⋅ one quarter immediate vesting and remaining over three years; ⋅ one quarter immediate vesting and remaining over 33 months; and ⋅ monthly over three years. During the nine months ended September 30, 2017, the Company granted 543,927 308,000 560,000 962,000 Weighted Weighted Average Aggregate Average Exercise Remaining Intrinsic Options Price Contractual Life Value Balance - December 31, 2015 8,941,930 $ 2.14 5.67 years $ 2,900,000 Granted 3,861,425 0.98 Exercised (445,334) 1.83 $ 137,488 Expired (338,529) 1.96 Forfeited (383,265) 2.26 Balance - December 31, 2016 11,636,227 1.77 5.49 years $ 194,355 Granted 543,927 0.85 Exercised (418,773) 0.40 $ 163,050 Expired (450,962) 2.00 Forfeited (91,404) 2.00 Balance - September 30, 2017 - outstanding 11,219,015 $ 1.76 5.29 years $ 548,588 Balance - September 30, 2017 - exercisable 7,205,382 $ 2.02 4.77 years $ 204,437 Grant date fair value of options granted - September 30, 2017 $ 308,000 Weighted average grant date fair value - September 30, 2017 $ 0.57 Grant date fair value of options granted - December 31, 2016 $ 3,091,000 Weighted average grant date fair value - December 31, 2016 $ 0.80 Stock-based compensation expense included in operating expenses related to stock options issued to employees and consultants for the three months ended September 30, 2017 and 2016 was $ 900,000 946,000 2,906,000 2,906,000 As of September 30, 2017, total unrecognized stock-based compensation expense related to stock options was $ 3.7 |
Stock Purchase Warrants
Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Stock Purchase Warrants [Abstract] | |
Stock Purchase Warrants [Text Block] | 6. Stock Purchase Warrants On November 18, 2016, the Company completed a public offering of 25 50 1.00 1.43 1.72 December 31, 2017 15.7 10.7 4.1 2.0 The assumptions used by the Company are summarized in the following table: Series A Series B September 30, December 31, Issuance September 30, December 31, Issuance 2017 2016 Date 2017 2016 Date Closing stock price $ 0.93 $ 0.76 $ 0.89 $ 0.93 $ 0.76 $ 0.89 Expected dividends 0 % 0 % 0 % 0 % 0 % 0 % Expected volatility 80 % 85 % 85 % 70 % 90 % 85 % Risk free interest rate 1.64 % 1.67 % 1.58 % 1.06 % 0.85 % 0.81 % Expected life of warrant (years) 3.1 3.9 4.0 0.3 1.0 1.1 On October 10, 2014, the Company raised net proceeds of $ 19.1 14,059,616 1.47 0.5 7,029,808 1.75 The warrants issued in conjunction with the registered direct offering in October 2014 include a provision that if the Company were to enter into a certain transaction, as defined in the agreement, the warrants would be purchased from the holder at a premium. Accordingly, the Company recorded the warrants as a liability at their estimated fair value on the issuance date, which was $ 7.4 2.0 6.9 0.7 3.7 September 30, December 31, Issuance 2017 2016 Date Closing stock price $ 0.93 $ 0.76 $ 1.75 Expected dividends 0 % 0 % 0 % Expected volatility 85 % 95 % 95 % Risk free interest rate 1.48 % 1.41 % 1.39 % Expected life of warrant (years) 2.0 2.8 5.0 (in thousands) Balance at December 31, 2016 $ 14,821 Change in fair value of warrant liability (2,157) Balance at September 30, 2017 $ 12,664 On October 25, 2012, the Company entered into a Common Stock Purchase Agreement with certain accredited investors. As part of this agreement, the Company issued warrants to purchase 635,855 1.60 311,834 Number of Weighted Average Warrants Exercise Price Balance at December 31, 2015 7,908,899 $ 1.79 Granted 50,000,000 1.58 Exercised - - Forfeited (567,257) 2.35 Balance at December 31, 2016 57,341,642 1.60 Granted - - Exercised - - Forfeited - - Balance at September 30, 2017 57,341,642 $ 1.60 Weighted Average Warrants Warrants Remaining Exercise Price Outstanding Exercisable Contractual Life (years) $ 1.43 25,000,000 25,000,000 3.14 $ 1.60 311,834 311,834 0.07 $ 1.72 25,000,000 25,000,000 0.25 $ 1.75 7,029,808 7,029,808 2.03 $ 1.60 57,341,642 57,341,642 1.73 |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Included in net loss is the deemed dividend from preferred shares issuance of $ 6.9 relates to provided to stockholders upon conversion of their preferred stock to common 11,219,015 57,341,642 8,513,552 7,858,899 (in thousands except share and per share amounts) Three months ended September 30, 2017 Nine months ended September 30, 2017 Net loss Shares Per Share Net Loss Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net loss - Basic $ (17,823) 128,279,674 $ (0.14) $ (24,925) 122,950,397 $ (0.20) Dilutive shares related to warrants $ - - $ - $ - - $ - Net loss - Dilutive $ (17,823) 128,279,674 $ (0.14) $ (24,925) 122,950,397 $ (0.20) Three months ended September 30, 2016 Nine months ended September 30, 2016 Net loss Shares Per Share Net Loss Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net loss - Basic $ (8,353) 91,441,687 $ (0.09) $ (24,880) 91,095,990 $ (0.27) Dilutive shares related to warrants $ - - $ - $ - - $ - Net loss - Dilutive $ (8,353) 91,441,687 $ (0.09) $ (24,880) 91,095,990 $ (0.27) |
Non-controlling Interest
Non-controlling Interest | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | 8. Non-controlling Interest The Company’s non-controlling interest is accounted for under ASC 810, Consolidation, 88.5 11.5 8,000 280,000 |
Common and Preferred Stock
Common and Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Common and Preferred Stock Series A Preferred Stock On September 11, 2017, the Company entered into a share purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company offered and sold in a private placement 120,000 0.001 12 100 The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, and any other class or series of stock issued by the Company with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Series A Preferred Stock are entitled to a cumulative dividend at the rate of 2.0 0.54 Any conversion of Series A Preferred Stock may be settled by the Company in shares of common stock only. The holder’s ability to convert the Series A Preferred Stock into common stock is subject to (i) a 19.99% blocker provision to comply with NYSE American Listing Rules, (ii) if so elected by the Investor, a 4.99% blocker provision that will prohibit beneficial ownership of more than 4.99% of the outstanding shares of the Company’s common stock or voting power at any time, and (iii) applicable regulatory restrictions. In the event of any liquidation, dissolution or winding-up of the Company, holders of the Series A Preferred Stock are entitled to a preference on liquidation equal to the greater of (i) an amount per share equal to the stated value plus any accrued and unpaid dividends on such share of Series A Preferred Stock (the “Accreted Value”), and (ii) the amount such holders would receive in such liquidation if they converted their shares of Series A Preferred Stock (based on the Accreted Value and without regard to any conversion limitation) into shares of the common stock immediately prior to any such liquidation, dissolution or winding-up (the greater of (i) and (ii), is referred to as the “Liquidation Value”). Except as otherwise required by law, the holders of Series A Preferred Stock shall have no voting rights, other than customary protections against adverse amendments and issuance of pari passu On or at any time after (i) the VWAP (as defined in the Certificate of Designation) for at least twenty (20) trading days in any thirty (30) trading day period is greater than $2.00, subject to adjustment in the case of stock split, stock dividends or the like the Company has the right, after providing notice not less than 6 months prior to the redemption date, to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share of Series A Preferred Stock of $225.00, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Convertible Preferred Stock or (ii) the five year anniversary of the issue date, the Company shall have the right to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Convertible Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share equal to the Liquidation Value. The Series A Preferred Stock is classified as temporary equity due to the shares are (i) redeemable based on contingent events outside of the Company’s control and (ii) convertible immediately and from time to time. Since the effective conversion price of the Series A Preferred Stock is less than the fair value of the underlying common stock at the date of issuance, there is a beneficial conversion feature (“BCF”) at the issuance date. Because the Series A Preferred Stock has no stated maturity or redemption date and is immediately convertible at the option of the holder, the discount created by the BCF is immediately charged to retained earnings as a “deemed dividend” and impacts EPS. Because the Series A Preferred Stock is not currently redeemable, the discount arising from issuance costs and allocated to temporary equity will not be accreted until such time redemption becomes probable. The stated dividend rate of 2 FBR Sales Agreement On August 5, 2016, the Company entered into the FBR Sales Agreement with FBR Capital Markets & Co., which enables the Company to offer and sell shares of the Company’s common stock with an aggregate sales price of up to $ 40.0 3.0 0.8 11.0 0.4 6.4 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions In December 2013, through the Company’s subsidiary, Synthetic Biomics, Inc., the Company entered into a worldwide exclusive license agreement with Cedars-Sinai Medical Center (“CSMC”) and acquired the rights to develop products for therapeutic and prophylactic treatments of acute and chronic diseases, including the development of SYN-010 to target IBS-C. The Company licensed from CSMC a portfolio of intellectual property comprised of several U.S. and foreign patents and pending patent applications for various fields of use, including IBS-C, obesity and diabetes. An investigational team led by Mark Pimentel, M.D. at CSMC discovered that these products may reduce the production of methane gas by certain GI microorganisms. During the nine months ended September 30, 2017 and 2016, the Company did not pay Cedars-Sinai Medical Center for milestone payments related this license agreement. |
Selected Balance Sheet Inform16
Selected Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Prepaid expenses and other current assets (in thousands) September 30, December 31, 2017 2016 Clinical consulting services refund receivable $ 612 $ - Prepaid conferences, travel and other expenses 406 295 Grant receivable 130 185 Prepaid insurances 69 358 Prepaid clinical research organizations 46 1,677 Total $ 1,263 $ 2,515 |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net (in thousands) September 30, December 31 2017 2016 Computer and office equipment $ 661 $ 641 Leasehold improvements 439 439 Construction in progress 190 - Software 11 11 1,301 1,091 Less accumulated depreciation and amortization (358) (186) Total $ 943 $ 905 |
Accrued Expenses [Table Text Block] | Accrued expenses (in thousands) September 30, December 31, 2017 2016 Accrued manufacturing costs $ 1,069 $ 14 Accrued clinical consulting services 806 2,211 Accrued vendor payments 187 400 Other accrued expenses 8 2 Total $ 2,070 $ 2,627 |
Accrued Employee Benefits [Table Text Block] | Accrued employee benefits (in thousands) September 30, December 31, 2017 2016 Accrued bonus expense $ 1,265 $ - Accrued vacation expense 341 261 Other accrued employee benefits - 52 Total $ 1,606 $ 313 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award Options and Warrants Vested and Expected to Vest Outstanding and Exercisable [Table Text Block] | The Black-Scholes assumptions used in the nine months ended September 30, 2017 and 2016 are as follows: Nine months ended September 30, 2017 2016 Exercise price $0.83 - $0.87 $1.08 - $2.66 Expected dividends 0% 0% Expected volatility 90% - 92 % 102% - 117% Risk free interest rate 1.67% - 1.75 % 1.40% - 1.57 % Expected life of option 4.2 - 4.3 years 7.0 years |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activities for the nine months ended September 30, 2017 and for the year ended December 31, 2016 is as follows: Weighted Weighted Average Aggregate Average Exercise Remaining Intrinsic Options Price Contractual Life Value Balance - December 31, 2015 8,941,930 $ 2.14 5.67 years $ 2,900,000 Granted 3,861,425 0.98 Exercised (445,334) 1.83 $ 137,488 Expired (338,529) 1.96 Forfeited (383,265) 2.26 Balance - December 31, 2016 11,636,227 1.77 5.49 years $ 194,355 Granted 543,927 0.85 Exercised (418,773) 0.40 $ 163,050 Expired (450,962) 2.00 Forfeited (91,404) 2.00 Balance - September 30, 2017 - outstanding 11,219,015 $ 1.76 5.29 years $ 548,588 Balance - September 30, 2017 - exercisable 7,205,382 $ 2.02 4.77 years $ 204,437 Grant date fair value of options granted - September 30, 2017 $ 308,000 Weighted average grant date fair value - September 30, 2017 $ 0.57 Grant date fair value of options granted - December 31, 2016 $ 3,091,000 Weighted average grant date fair value - December 31, 2016 $ 0.80 |
Stock Purchase Warrants (Tables
Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock Purchase Warrants [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The assumptions used by the Company are summarized in the following table: Series A Series B September 30, December 31, Issuance September 30, December 31, Issuance 2017 2016 Date 2017 2016 Date Closing stock price $ 0.93 $ 0.76 $ 0.89 $ 0.93 $ 0.76 $ 0.89 Expected dividends 0 % 0 % 0 % 0 % 0 % 0 % Expected volatility 80 % 85 % 85 % 70 % 90 % 85 % Risk free interest rate 1.64 % 1.67 % 1.58 % 1.06 % 0.85 % 0.81 % Expected life of warrant (years) 3.1 3.9 4.0 0.3 1.0 1.1 The assumptions used by the Company are summarized in the following table: September 30, December 31, Issuance 2017 2016 Date Closing stock price $ 0.93 $ 0.76 $ 1.75 Expected dividends 0 % 0 % 0 % Expected volatility 85 % 95 % 95 % Risk free interest rate 1.48 % 1.41 % 1.39 % Expected life of warrant (years) 2.0 2.8 5.0 |
Schedule Of Estimated Fair Value Of The Warrant Liability [Table Text Block] | The following table summarizes the estimated fair value of the warrant liability (in thousands) Balance at December 31, 2016 $ 14,821 Change in fair value of warrant liability (2,157) Balance at September 30, 2017 $ 12,664 |
Schedule Of Warrant Activity [Table Text Block] | A summary of warrant activity for the Company for the nine months ended September 30, 2017 and for the year ended December 31, 2016 is as follows: Number of Weighted Average Warrants Exercise Price Balance at December 31, 2015 7,908,899 $ 1.79 Granted 50,000,000 1.58 Exercised - - Forfeited (567,257) 2.35 Balance at December 31, 2016 57,341,642 1.60 Granted - - Exercised - - Forfeited - - Balance at September 30, 2017 57,341,642 $ 1.60 |
Schedule Of Warrant Outstanding and Exercisable [Table Text Block] | A summary of all outstanding and exercisable warrants as of September 30, 2017 is as follows: Weighted Average Warrants Warrants Remaining Exercise Price Outstanding Exercisable Contractual Life (years) $ 1.43 25,000,000 25,000,000 3.14 $ 1.60 311,834 311,834 0.07 $ 1.72 25,000,000 25,000,000 0.25 $ 1.75 7,029,808 7,029,808 2.03 $ 1.60 57,341,642 57,341,642 1.73 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following tables set forth the computation of diluted net loss per weighted average number of shares outstanding attributable to Synthetic Biologics, Inc. and Subsidiaries for the three and nine months ended September 30, 2017 and 2016 (in thousands except share and per share amounts) Three months ended September 30, 2017 Nine months ended September 30, 2017 Net loss Shares Per Share Net Loss Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net loss - Basic $ (17,823) 128,279,674 $ (0.14) $ (24,925) 122,950,397 $ (0.20) Dilutive shares related to warrants $ - - $ - $ - - $ - Net loss - Dilutive $ (17,823) 128,279,674 $ (0.14) $ (24,925) 122,950,397 $ (0.20) Three months ended September 30, 2016 Nine months ended September 30, 2016 Net loss Shares Per Share Net Loss Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Net loss - Basic $ (8,353) 91,441,687 $ (0.09) $ (24,880) 91,095,990 $ (0.27) Dilutive shares related to warrants $ - - $ - $ - - $ - Net loss - Dilutive $ (8,353) 91,441,687 $ (0.09) $ (24,880) 91,095,990 $ (0.27) |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Retained Earnings (Accumulated Deficit) | $ (196,959) | $ (172,034) | ||
Cash and Cash Equivalents, at Carrying Value, Total | $ 21,050 | $ 19,055 | $ 4,549 | $ 20,818 |
Fair Value of Financial Instr21
Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money Market Funds, at Carrying Value | $ 0.2 | $ 1.7 |
Selected Balance Sheet Inform22
Selected Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Current Assets [Line Items] | ||
Clinical consulting services refund receivable | $ 612 | $ 0 |
Prepaid conferences, travel and other expenses | 406 | 295 |
Grant receivable | 130 | 185 |
Prepaid insurances | 69 | 358 |
Prepaid clinical research organizations | 46 | 1,677 |
Total | $ 1,263 | $ 2,515 |
Selected Balance Sheet Inform23
Selected Balance Sheet Information (Details 1) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,301 | $ 1,091 |
Less accumulated depreciation and amortization | (358) | (186) |
Total | 943 | 905 |
Computers and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 661 | 641 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 439 | 439 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 190 | 0 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11 | $ 11 |
Selected Balance Sheet Inform24
Selected Balance Sheet Information (Details 2) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses [Line Items] | ||
Accrued manufacturing costs | $ 1,069 | $ 14 |
Accrued clinical consulting services | 806 | 2,211 |
Accrued vendor payments | 187 | 400 |
Other accrued expenses | 8 | 2 |
Total | $ 2,070 | $ 2,627 |
Selected Balance Sheet Inform25
Selected Balance Sheet Information (Details 3) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued bonus expense | $ 1,265 | $ 0 |
Accrued vacation expense | 341 | 261 |
Other accrued employee benefits | 0 | 52 |
Total | $ 1,606 | $ 313 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Expected life of option | 7 years | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 0.83 | $ 1.08 |
Expected volatility | 90.00% | 102.00% |
Risk free interest rate | 1.67% | 1.40% |
Expected life of option | 4 years 2 months 12 days | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price | $ 0.87 | $ 2.66 |
Expected volatility | 92.00% | 117.00% |
Risk free interest rate | 1.75% | 1.57% |
Expected life of option | 4 years 3 months 18 days |
Stock-Based Compensation (Det27
Stock-Based Compensation (Details 1) - Stock Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Beginning Balance | 11,636,227 | 8,941,930 | |
Options, Granted | 543,927 | 3,861,425 | |
Options, Exercised | (418,773) | (445,334) | |
Options, Expired | (450,962) | (338,529) | |
Options, Forfeited | (91,404) | (383,265) | |
Options, Ending Balance | 11,219,015 | 11,636,227 | 8,941,930 |
Options, Exercisable | 7,205,382 | ||
Weighted Average Exercise Price, Beginning Balance | $ 1.77 | $ 2.14 | |
Weighted Average Exercise Price, Granted | 0.85 | 0.98 | |
Weighted Average Exercise Price, Exercised | 0.4 | 1.83 | |
Weighted Average Exercise Price, Expired | 2 | 1.96 | |
Weighted Average Exercise Price, Forfeited | 2 | 2.26 | |
Weighted Average Exercise Price, Ending Balance | 1.76 | $ 1.77 | $ 2.14 |
Weighted Average Exercise Price, Exercisable | $ 2.02 | ||
Weighted Average Remaining Contractual Life, Balance Outstanding | 5 years 3 months 14 days | 5 years 5 months 26 days | 5 years 8 months 1 day |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 9 months 7 days | ||
Aggregate Intrinsic Value, Beginning Balance | $ 194,355 | $ 2,900,000 | |
Aggregate Intrinsic Value, Exercised | 163,050 | 137,488 | |
Aggregate Intrinsic Value, Ending Balance | 548,588 | 194,355 | $ 2,900,000 |
Aggregate Intrinsic Value, Exercisable | 204,437 | ||
Grant date fair value of options granted | $ 308,000 | $ 3,091,000 | |
Weighted average grant date fair value | $ 0.57 | $ 0.80 |
Stock-Based Compensation (Det28
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Mar. 20, 2007 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 07, 2017 | Aug. 25, 2016 | May 15, 2015 | Oct. 22, 2013 | Nov. 02, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 3,700,000 | $ 3,700,000 | ||||||||
Employees And Consultants [Member] | General and Administrative Expenses and Research and Development Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated Share-based Compensation Expense | $ 900,000 | $ 946,000 | $ 2,906,000 | $ 2,906,000 | ||||||
Employee [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 543,927 | 560,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 308,000 | $ 962,000 | ||||||||
2007 Stock Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,500,000 | 743,924 | 743,924 | |||||||
2007 Stock Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | |||||||||
2010 Stock Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,475,091 | 10,475,091 | 3,000,000 | |||||||
2010 Stock Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 17,500,000 | 14,000,000 | 8,000,000 | 6,000,000 | ||||||
2010 Stock Plan [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 14,000,000 | 8,000,000 | 6,000,000 | 3,000,000 |
Stock Purchase Warrants (Detail
Stock Purchase Warrants (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Nov. 18, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Closing stock price | $ 1.75 | $ 0.93 | $ 0.76 |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 95.00% | 85.00% | 95.00% |
Risk free interest rate | 1.39% | 1.48% | 1.41% |
Expected life of warrant (years) | 5 years | 2 years | 2 years 9 months 18 days |
Series A Warrants [Member] | |||
Closing stock price | $ 0.89 | $ 0.93 | $ 0.76 |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 85.00% | 80.00% | 85.00% |
Risk free interest rate | 1.58% | 1.64% | 1.67% |
Expected life of warrant (years) | 4 years | 3 years 1 month 6 days | 3 years 10 months 24 days |
Series B Warrants [Member] | |||
Closing stock price | $ 0.89 | $ 0.93 | $ 0.76 |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 85.00% | 70.00% | 90.00% |
Risk free interest rate | 0.81% | 1.06% | 0.85% |
Expected life of warrant (years) | 1 year 1 month 6 days | 3 months 18 days | 1 year |
Stock Purchase Warrants (Deta30
Stock Purchase Warrants (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Beginning Balance | $ 14,821 | |||
Change in fair value of warrant liability | $ 5,092 | $ (666) | (2,157) | $ (3,681) |
Ending Balance | $ 12,664 | $ 12,664 |
Stock Purchase Warrants (Deta31
Stock Purchase Warrants (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants, Beginning Balance | 57,341,642 | 7,908,899 |
Number of Warrants, Granted | 0 | 50,000,000 |
Number of Warrants, Exercised | 0 | 0 |
Number of Warrants, Forfeited | 0 | (567,257) |
Number of Warrants, Ending Balance | 57,341,642 | 57,341,642 |
Weighted Average Exercise Price, Beginning Balance | $ 1.6 | $ 1.79 |
Weighted Average Exercise Price, Granted | 0 | 1.58 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited | 0 | 2.35 |
Weighted Average Exercise Price, Ending Balance | $ 1.6 | $ 1.6 |
Stock Purchase Warrants (Deta32
Stock Purchase Warrants (Details 3) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Exercise Price 1.43 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.43 |
Warrants Outstanding | 25,000,000 |
Warrants Exercisable | 25,000,000 |
Weighted Average Remaining Contractual Life | 3 years 1 month 20 days |
Exercise Price 1.60 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.60 |
Warrants Outstanding | 311,834 |
Warrants Exercisable | 311,834 |
Weighted Average Remaining Contractual Life | 25 days |
Exercise Price 1.72 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.72 |
Warrants Outstanding | 25,000,000 |
Warrants Exercisable | 25,000,000 |
Weighted Average Remaining Contractual Life | 3 months |
Exercise Price 1.75 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.75 |
Warrants Outstanding | 7,029,808 |
Warrants Exercisable | 7,029,808 |
Weighted Average Remaining Contractual Life | 2 years 11 days |
Exercise Price 1.60 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.60 |
Warrants Outstanding | 57,341,642 |
Warrants Exercisable | 57,341,642 |
Weighted Average Remaining Contractual Life | 1 year 8 months 23 days |
Stock Purchase Warrants (Deta33
Stock Purchase Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Nov. 18, 2016 | Oct. 10, 2014 | Oct. 25, 2012 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Change in fair value of warrant liability | $ 5,092 | $ (666) | $ (2,157) | $ (3,681) | ||||
Warrant liabilities | $ 12,664 | $ 12,664 | $ 14,821 | |||||
Warrant [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Issuance Of Warrants To Purchase Of Common Stock | 635,855 | |||||||
Warrants Exercise Price Per Share | $ 1.60 | |||||||
Class of Warrant or Right, Outstanding | 311,834 | 311,834 | ||||||
Stock Warrants [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Sale of Stock, Price Per Share | $ 1.47 | |||||||
Change in fair value of warrant liability | $ 7,400 | $ 1,000 | 700 | $ 20 | 3,700 | |||
Proceeds from Issuance of Common Stock | $ 19,100 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 14,059,616 | |||||||
Issuance Of Warrants To Purchase Of Common Stock | 0.5 | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Number | 7,029,808 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Warrants Vested and Expected To Vest Outstanding Number | 1.75 | |||||||
Warrant liabilities | 2,000 | $ 6,900 | 2,000 | $ 6,900 | ||||
IPO [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Sale of Stock, Price Per Share | $ 1 | |||||||
Stock Issued During Period, Shares, New Issues | 25,000,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | |||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 15,700 | 10,700 | 10,700 | |||||
Change in fair value of warrant liability | $ 4,100 | $ 2,000 | ||||||
IPO [Member] | Series A [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.43 | |||||||
IPO [Member] | Series B [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.72 | |||||||
Investment Warrants Expiration Date1 | Dec. 31, 2017 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net loss - Basic | $ (17,823) | $ (8,353) | $ (24,925) | $ (24,880) |
Dilutive shares related to warrants | 0 | 0 | 0 | 0 |
Net loss - Dilutive | $ (17,823) | $ (8,353) | $ (24,925) | $ (24,880) |
Weighted Average Number of Shares Outstanding, Basic, Total | 128,279,674 | 91,441,687 | 122,950,397 | 91,095,990 |
Dilutive shares related to warrants | 0 | 0 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 128,279,674 | 91,441,687 | 122,950,397 | 91,095,990 |
Earnings Per Share, Basic, Total | $ (0.14) | $ (0.09) | $ (0.20) | $ (0.27) |
Earnings Per Share, Diluted, Total | $ (0.14) | $ (0.09) | $ (0.20) | $ (0.27) |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred Stock Dividends, Income Statement Impact | $ 6,901 | $ 0 | $ 6,901 | $ 0 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,219,015 | 8,513,552 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,341,642 | 7,858,899 |
Non-controlling Interest (Detai
Non-controlling Interest (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Noncontrolling Interest [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 88.50% | 88.50% | ||
Net Loss Attributable to Non-controlling Interest | $ (8) | $ (136) | $ (280) | $ (451) |
Biomics and Mark Pimentel [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 11.50% | 11.50% |
Common and Preferred Stock (Det
Common and Preferred Stock (Details Textual) - USD ($) | Sep. 11, 2017 | Aug. 05, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Proceeds from Issuance of Convertible Preferred Stock | $ 11,952,000 | $ 0 | |||
Preferred Stock, Dividend Rate, Percentage | 2.00% | ||||
Fbr Capital Markets Co [Member] | |||||
Stock Issued During Period, Shares, New Issues | 800,000 | 11,000,000 | |||
Stock Issued During Period, Value, New Issues | $ 40,000,000 | ||||
Brokerage Commission percentage | 3.00% | ||||
Proceeds from Issuance of Common Stock | $ 400,000 | $ 6,400,000 | |||
Series A Preferred Stock [Member] | |||||
Preferred Stock, Dividend Rate, Percentage | 2.00% | ||||
Preferred Stock Conversion Price Per Share | $ 0.54 | ||||
Convertible Preferred Stock, Terms of Conversion | (i)a 19.99% blocker provision to comply with NYSE American Listing Rules, (ii)if so elected by the Investor, a 4.99% blocker provision that will prohibit beneficial ownership of more than 4.99% of the outstanding shares of the Companys common stock or voting power at any time, and (iii)applicable regulatory restrictions. | ||||
Preferred Stock, Redemption Terms | (i) the VWAP (as defined in the Certificate of Designation) for at least twenty (20) trading days in any thirty (30) trading day period is greater than $2.00, subject to adjustment in the case of stock split, stock dividends or the like the Company has the right, after providing notice not less than 6 months prior to the redemption date, to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share of Series A Preferred Stock of $225.00, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Convertible Preferred Stock or (ii) the five year anniversary of the issue date, the Company shall have the right to redeem, in whole or in part, on a pro rata basis from all holders thereof based on the number of shares of Series A Convertible Preferred Stock then held, the outstanding Series A Preferred Stock, for cash, at a redemption price per share equal to the Liquidation Value. | ||||
Series A Preferred Stock [Member] | Private Placement [Member] | |||||
Stock Issued During Period, Shares, New Issues | 120,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Proceeds from Issuance of Convertible Preferred Stock | $ 12,000,000 | ||||
Sale of Stock, Consideration Received Per Transaction | $ 100 |