Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 21, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Synthetic Biologics, Inc. | ||
Entity Central Index Key | 894,158 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 64.4 | ||
Trading Symbol | SYN | ||
Entity Common Stock, Shares Outstanding | 128,566,886 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 17,116 | $ 19,055 |
Prepaid expenses and other current assets | 827 | 2,515 |
Total Current Assets | 17,943 | 21,570 |
Property and equipment, net | 872 | 905 |
Deposits and other assets | 23 | 23 |
Total Assets | 18,838 | 22,498 |
Current Liabilities: | ||
Accounts payable | 2,020 | 1,993 |
Accrued expenses | 1,526 | 2,627 |
Warrant liabilities | 4,083 | 14,821 |
Accrued employee benefits | 2,074 | 313 |
Deferred rent | 90 | 3 |
Total Current Liabilities | 9,793 | 19,757 |
Long term deferred rent | 402 | 492 |
Total Liabilities | 10,195 | 20,249 |
Stockholders’ (Deficit) Equity: | ||
Common stock, $0.001 par value; 350,000,000 shares authorized, 128,648,365 issued and 128,566,886 outstanding and 117,254,196 issued and 117,172,714 outstanding | 129 | 117 |
Additional paid-in capital | 192,545 | 175,762 |
Accumulated deficit | (194,170) | (172,034) |
Total Synthetic Biologics, Inc. and Subsidiaries (Deficit) Equity | (1,496) | 3,845 |
Non-controlling interest | (1,914) | (1,596) |
Total Stockholders’ (Deficit) Equity | (3,410) | 2,249 |
Total Liabilities and Stockholders’ (Deficit) Equity | 18,838 | 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 | $ 12,053 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 128,566,886 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Costs and Expenses: | |||
General and administrative | $ 7,467 | $ 10,143 | $ 8,074 |
Research and development | 18,784 | 29,109 | 32,906 |
Total Operating Costs and Expenses | 26,251 | 39,252 | 40,980 |
Loss from Operations | (26,251) | (39,252) | (40,980) |
Other Income (Expense): | |||
Change in fair value of warrant liability | 10,738 | 11,412 | (3,811) |
Interest income | 21 | 37 | 6 |
Total Other Income (Expense) | 10,759 | 11,449 | (3,805) |
Net Loss | (15,492) | (27,803) | (44,785) |
Net Loss Attributable to Non-controlling Interest | (318) | (548) | (1,048) |
Net Loss Attributable to Synthetic Biologics, Inc. and Subsidiaries | (15,174) | (27,255) | (43,737) |
Series A Preferred Stock Dividends | (6,962) | 0 | 0 |
Net Loss Attributable to Common Stockholders | $ (22,136) | $ (27,255) | $ (43,737) |
Net Loss Per Share - Basic and Dilutive | $ (0.18) | $ (0.29) | $ (0.54) |
Weighted average number of shares outstanding during the period - Basic and Dilutive | 124,366,059 | 94,290,436 | 80,705,692 |
Consolidated Statements of (Def
Consolidated Statements of (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2014 | $ 9,556 | $ 72 | $ 110,526 | $ (101,042) | $ 0 |
Balance (in shares) at Dec. 31, 2014 | 72,513,144 | ||||
Stock-based compensation | 3,198 | $ 0 | 3,198 | 0 | 0 |
Issuance of common stock, net of issuance costs | 42,643 | $ 16 | 42,627 | 0 | 0 |
Issuance of common stock, net of issuance costs (in shares) | 15,333,333 | ||||
Stock issued for milestone payments | 1,350 | $ 2 | 1,348 | 0 | 0 |
Stock issued for milestone payments (in Shares) | 2,005,321 | ||||
Stock issued for exclusive channel collaboration agreement | 3,000 | $ 1 | 2,999 | 0 | 0 |
Stock issued for exclusive channel collaboration agreement (in shares) | 937,500 | ||||
Stock issued for exercise of stock options | 41 | $ 0 | 41 | 0 | 0 |
Stock issued for exercise of stock options (in shares) | 35,006 | ||||
Stock issued for cashless exercise of warrants | 0 | $ 0 | 0 | 0 | 0 |
Stock issued for cashless exercise of warrants (in shares) | 2,448 | ||||
Net Loss | (43,737) | $ 0 | 0 | (43,737) | 0 |
Non-controlling interest | (1,048) | 0 | 0 | 0 | (1,048) |
Balance at Dec. 31, 2015 | 15,003 | $ 91 | 160,739 | (144,779) | (1,048) |
Balance (in shares) at Dec. 31, 2015 | 90,826,752 | ||||
Stock-based compensation | 4,009 | $ 0 | 4,009 | 0 | 0 |
Issuance of common stock, net of issuance costs | 24,384 | $ 25 | 24,359 | 0 | 0 |
Issuance of common stock, net of issuance costs (in shares) | 25,000,000 | ||||
Fair value of warrants issued with financing | (15,667) | $ 0 | (15,667) | 0 | 0 |
Stock issued under “at-the-market” offering | 1,509 | $ 1 | 1,508 | 0 | 0 |
Stock issued under “at-the-market” offering (in shares) | 900,628 | ||||
Stock issued for exercise of stock options | 814 | $ 0 | 814 | 0 | 0 |
Stock issued for exercise of stock options (in shares) | 445,334 | ||||
Net Loss | (27,255) | $ 0 | 0 | (27,255) | 0 |
Non-controlling interest | (548) | 0 | 0 | 0 | (548) |
Balance at Dec. 31, 2016 | 2,249 | $ 117 | 175,762 | (172,034) | (1,596) |
Balance (in shares) at Dec. 31, 2016 | 117,172,714 | ||||
Stock-based compensation | 3,409 | $ 0 | 3,409 | 0 | 0 |
Stock issued under “at-the-market” offering | 6,358 | $ 12 | 6,346 | 0 | 0 |
Stock issued under “at-the-market” offering (in shares) | 10,975,399 | ||||
Stock issued for exercise of stock options | 166 | $ 0 | 166 | 0 | 0 |
Stock issued for exercise of stock options (in shares) | 418,773 | ||||
Series A preferred stock beneficial conversion feature discount | 0 | $ 0 | 6,889 | (6,889) | 0 |
Series A preferred stock issue costs | (27) | 0 | (27) | 0 | 0 |
Series A preferred stock dividends | (73) | 0 | 0 | (73) | 0 |
Net Loss | (15,174) | 0 | 0 | (15,174) | 0 |
Non-controlling interest | (318) | 0 | 0 | 0 | (318) |
Balance at Dec. 31, 2017 | $ (3,410) | $ 129 | $ 192,545 | $ (194,170) | $ (1,914) |
Balance (in shares) at Dec. 31, 2017 | 128,566,886 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities: | |||
Net Loss | $ (15,492) | $ (27,803) | $ (44,785) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | 3,409 | 4,009 | 3,198 |
Stock issued for milestone payments | 0 | 0 | 1,350 |
Stock issued for exclusive channel collaboration agreement | 0 | 0 | 3,000 |
Change in fair value of warrant liabilities | (10,738) | (11,412) | 3,811 |
Depreciation | 245 | 157 | 72 |
Changes in operating assets and liability: | |||
Prepaid expenses and other current assets | 1,688 | 7,004 | (7,971) |
Deposits and other assets | 0 | (9) | (8) |
Accounts payable | 27 | (2,420) | 3,417 |
Accrued expenses | (1,101) | 2,330 | (1,001) |
Accrued employee benefits | 1,761 | 36 | (261) |
Deferred rent | (3) | 207 | 288 |
Net Cash Used In Operating Activity | (20,204) | (27,901) | (38,890) |
Cash Flows From Investing Activity: | |||
Purchases of property and equipment | (212) | (569) | (501) |
Net Cash Used In Investing Activity | (212) | (569) | (501) |
Cash Flows From Financing Activities: | |||
Proceeds from sale of Series A Preferred Stock, net of issuance costs | 11,953 | 0 | 0 |
Proceeds from the exercise of stock options | 166 | 814 | 41 |
Proceeds from “at the market” stock issuances | 6,358 | 1,509 | 0 |
Proceeds from issuance of common stock | 0 | 25,000 | 46,000 |
Cash paid as direct offering costs | 0 | (616) | (3,357) |
Net Cash Provided By Financing Activities | 18,477 | 26,707 | 42,684 |
Net (decrease) increase in cash | (1,939) | (1,763) | 3,293 |
Cash and cash equivalents at beginning of period | 19,055 | 20,818 | 17,525 |
Cash and cash equivalents at end of period | $ 17,116 | $ 19,055 | $ 20,818 |
Organization and Nature of Oper
Organization and Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Nature of Operations and Basis of Presentation 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 and Corporate Structure As of December 31, 2017, the Company had eight subsidiaries, Pipex Therapeutics, Inc. (“Pipex Therapeutics”), Effective Pharmaceuticals, Inc. (“EPI”), Solovax, Inc. (“Solovax”), CD4 Biosciences, Inc. (“CD4”), Epitope Pharmaceuticals, Inc. (“Epitope”), Healthmine, Inc. (“Healthmine”), Putney Drug Corp. (“Putney”) and Synthetic Biomics, Inc. (“SYN Biomics”). Pipex Therapeutics, EPI, Healthmine and Putney are wholly owned, and Solovax, CD4, Epitope and SYN Biomics are majority-owned. For financial reporting purposes, the outstanding common stock of the Company is that of Synthetic Biologics, Inc. All statements of operations, (deficit) equity and cash flows for each of the entities are presented as consolidated. All subsidiaries were formed under the laws of the State of Delaware on January 8, 2001, except for EPI, which was incorporated in Delaware on December 12, 2000, Epitope which was incorporated in Delaware in January of 2002, Putney which was incorporated in Delaware in November of 2006, Healthmine which was incorporated in Delaware in December of 2007 and SYN Biomics which was incorporated in Nevada in December of 2013. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company continues to incur losses and, as of December 31, 2017, the Company had an accumulated deficit of approximately $ 194.2 The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt and 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 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 our plan of operations over the next twelve months. In order to address our capital needs, including our planned Phase 2b/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. 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. At December 31, 2017, the Company had cash and cash equivalents of approximately $ 17.1 The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. These factors include the following: ⋅ the progress of our research activities; ⋅ the number and scope of our research programs; ⋅ the progress of our preclinical and clinical development activities; ⋅ the progress of the development efforts of parties with whom we have entered into research and development agreements and amount of funding received from partners and collaborators; ⋅ our ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements; ⋅ our ability to achieve our milestones under licensing arrangements; ⋅ the costs associated with manufacturing-related services to produce material for use in our 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 of funding requirements 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Principles of Consolidation All intercompany transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the estimated useful lives for property and equipment, fair value of warrants, preferred stock and stock options granted for services or compensation, respectively, estimates of the probability and potential magnitude of contingent liabilities, and the valuation allowance for deferred tax assets due to continuing and expected future operating losses. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Non-controlling Interest The Company’s non-controlling interest represents the minority shareholder’s ownership interest related to the Company’s subsidiary, SYN Biomics. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common stockholders on the face of the Consolidated Statements of Operations. The Company’s equity interest in SYN Biomics is 88.5% and the non-controlling stockholder’s interest is 11.5%. This is reflected in the Consolidated Statements of (Deficit) Equity. Revenue Recognition The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the service is completed without further obligation, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. The Company recognizes milestone payments or upfront payments that have no contingencies as revenue when payment is received. For the years ended December 31, 2017, 2016 and 2015 the Company did not report any revenues. Grants Grants received from research collaboration agreements with third parties are recognized as a reduction in the related research and development expense in the Consolidated Statements of Operations Risks and Uncertainties The Company’s operations could be subject to significant risks and uncertainties including financial, operational and regulatory risks and the potential risk of business failure. The global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These three conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, its vendors and its ability to accurately forecast and plan future business activities. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid short-term investments with original maturities of three months or less. Property and Equipment Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table. Asset Description Estimated Useful Life Office equipment and furniture 3 5 years Manufacturing equipment 10 years Leasehold improvements and fixtures Lesser of estimated useful life or lease term Depreciation and amortization expense was approximately $245,000, $157,000 and $72,000 for the years ended December 31, 2017, 2016 and 2015, respectively. When assets are disposed of, the cost and accumulated depreciation are removed from the accounts with any gain or loss reported in the consolidated statement of operations. Repairs and maintenance are charged to expense as incurred. The Company reviews property and equipment for impairment to determine if assets are impaired due to obsolescence. As a result of this review, there was no impairment recognized for the years ended December 31, 2017, 2016 and 2015. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such an event or change in circumstances occurs and potential impairment is indicated because the carrying values exceed the estimated future undiscounted cash flows of the asset, the Company will measure the impairment loss as the amount by which the carrying value of the asset exceeds its fair value. Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding including the effect of common share equivalents. Diluted net loss per share assumes the issuance of potential dilutive common shares outstanding for the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive. For the year ended December 31, 2017 net loss attributable to common stock holders included preferred stock dividends of $6.9 million. The number of options and warrants for the purchase of common stock that were excluded from the computations of net loss per common share for the year ended December 31, 2017 were 12,564,098 and 32,029,808, respectively, for the year ended December 31, 2016 were 11,636,227 and 57,341,642, respectively, and for the year ended December 31, 2015 were 8,941,930 and 7,908,899, respectively. Research and Development Costs The Company expenses research and development costs associated with developmental products not yet approved by the FDA to research and development expense as incurred. Research and development costs consist primarily of license fees (including upfront payments), milestone payments, manufacturing costs, salaries, stock-based compensation and related employee costs, fees paid to consultants and outside service providers for laboratory development, legal expenses resulting from intellectual property prosecution and other expenses relating to the design, development, testing and enhancement of our product candidates. Research and development expenses include external contract research organization (“CRO”) services. The Company makes payments to the CROs based on agreed upon terms and may include payments in advance of study services. The Company reviews and accrues CRO expenses based on services performed and relies on estimates of those costs applicable to the stage of completion of a study as provided by the CRO. Accrued CRO costs are subject to revisions as such studies progress to completion. The Company has accrued CRO expenses of $700,000 and $2.2 million that are included in accounts payable and accrued expenses at December 31, 2017 and 2016, respectively. The Company has prepaid CRO costs of $46,000 and $1.7 million at December 31, 2017 and 2016, respectively. Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820, Fair Value Measurement · 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 $98,000 and $1.7 million as of December 31, 2017 and 2016, respectively, that are measured using Level 1 inputs. The Company uses Monte Carlo simulations 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. Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date typically using the Black-Scholes option pricing model, based on the estimated number of awards that are ultimately expected to vest. Stock-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the stock-based payment, whichever is more readily determinable and are remeasured over the corresponding vesting period. The expense resulting from stock-based payments is recorded in research and development expense or general and administrative expense in the Consolidated Statement of Operations, depending on the nature of the services provided. Derivative Instruments 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. 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. The provisions of these warrants preclude equity accounting treatment under ASC 815, Derivatives and Hedging, Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Management assesses the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal and state authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. At December 31, 2017 and 2016, the Company did not record any liabilities for uncertain tax positions. 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 2016-09, Compensation - Stock Compensation (Topic 718) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date · ASU 2016-10, Identifying Performance Obligations and Licensing · ASU 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 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients · ASU 2016-20, Technical Correction and Improvements; and · ASU 2016-20, Technical correction and improvements to Topic 606, Revenue from Contracts with Customers |
Selected Balance Sheet Informat
Selected Balance Sheet Information | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | 4. Selected Balance Sheet Information December 31, December 31, Prepaid insurance $ 351 $ 358 Other prepaid expenses 290 185 Prepaid conferences, travel and other expenses 94 295 Clinical consulting services refund receivable 46 - Prepaid clinical research organizations 46 1,677 Total $ 827 $ 2,515 Prepaid clinical research organization 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 2018. December 31, December 31, Computer and office equipment $ 851 $ 641 Leasehold improvements 439 439 Software 11 11 1,301 1,091 Less accumulated depreciation and amortization (429) (186) Total $ 872 $ 905 ACCRUED EXPENSES December 31, December 31, Accrued manufacturing costs $ 661 $ 14 Accrued clinical consulting services 658 2,211 Accrued vendor payments 193 400 Other accrued expenses 14 2 Total $ 1,526 $ 2,627 December 31, December 31, Accrued bonus expense $ 1,283 $ - Accrued severance expense 590 52 Accrued vacation expense 201 261 Total $ 2,074 $ 313 |
Stock-Based Compensation and Wa
Stock-Based Compensation and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5 . Stock-Based Compensation and Warrants Stock Incentive Plan 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 2,500,000 250,000 712,258 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 8,000,000 17,500,000 11,851,840 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 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. Year ended December 31, 2017 2016 2015 Exercise price $ 0.52 $0.87 $ 0.80 $2.66 $ 1.54 $2.76 Expected dividends 0 % 0 % 0 % Expected volatility 83% 96 % 96% 123 % 88% 131 % Risk free interest rate 1.67% 2.28 % 1.40% 2.13 % 1.32% 2.19 % Expected life of option 4 7 years 7 years 5 years 10 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, ⋅ in full on one-year anniversary date of grant date, ⋅ 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 years ended December 31, 2017, 2016 and 2015, the Company granted 3,159,177 3,861,425 3,781,666 1.8 3.1 8.0 Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the years ended December 31, 2017, 2016 and 2015 was $ 3.0 3.4 2.3 434,000 603,000 888,000 Options Weighted Weighted Average Aggregate Balance - December 31, 2014 5,981,106 $ 2.01 5.80 years $ 685,000 Granted 3,781,666 2.37 Exercised (35,008) 1.16 $ 44,000 Expired (483,332) 2.48 Forfeited (302,502) 1.91 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 3,159,177 0.59 Exercised (418,773) 0.40 $ 163,050 Expired (667,628) 2.21 Forfeited (1,144,905) 1.20 Balance -December 31, 2017 - outstanding 12,564,098 $ 1.55 4.60 years $ 1,800 Balance - December 31, 2017 - exercisable 7,805,796 $ 1.96 3.43 years $ 1,800 Grant date fair value of options granted - December 31, 2017 $ 1,164,732 Weighted average grant date fair value - December 31, 2017 $ 0.37 Grant date fair value of options granted - December 31, 2016 $ 3,091,000 Weighted average grant date fair value - December 31, 2016 $ 0.80 Options Outstanding Options Exercisable Range of Options Weighted Weighted Options Weighted Weighted $ 0.09 $2.00 7,244,099 $ .85 5.28 years 3,082,751 $ 1.13 3.41 years $ 2.01 $3.00 5,319,999 2.49 3.66 years 4,723,045 2.50 3.44 years $ 0.09 $3.00 12,564,098 $ 1.55 4.60 years 7,805,796 $ 1.96 3.43 years As of December 31, 2017, total unrecognized stock-based compensation expense related to stock options was $ 2.9 FASB’s guidance for stock-based payments requires cash flows from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. The Company did not record any excess tax benefits in 2017, 2016 or 2015. Cash received from option exercises under the Company’s stock-based compensation plans for the years ended December 31, 2017, 2016 and 2015 was $ 166,000 814,000 41,000 Stock Warrants On November 18, 2016, the Company completed a public offering of 25 50,000,000 1.00 1.43 1.72 December 31, 2017 15.7 December 31, 2017 3.7 9.0 12.7 3.0 Series A Series B December 31, December 31, Issuance December 31, Issuance Closing stock price $ 0.51 $ 0.76 $ 0.89 $ 0.76 $ 0.89 Expected dividends 0 % 0 % 0 % 0 % 0 % Expected volatility 80 % 85 % 85 % 90 % 85 % Risk free interest rate 1.97 % 1.67 % 1.58 % 0.85 % 0.81 % Expected life of warrant 2.9 years 3.9 years 4.0 years 1.0 years 1.1 years 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 $ 7.4 416,000 1.7 2.1 8.5 December 31, December 31, Issuance Closing stock price $ 0.51 $ 0.76 $ 1.75 Expected dividends 0 % 0 % 0 % Expected volatility 80 % 95 % 95 % Risk free interest rate 1.86 % 1.41 % 1.39 % Expected life of warrant 1.79 years 2.79 years 5.0 years (in thousands) Balance at December 31, 2015 $ 10,566 Issuance of warrants 15,667 Change in fair value of warrant liability (11,412) Balance at December 31, 2016 14,821 Change in fair value of warrant liability (10,738) Balance at December 31, 2017 $ 4,083 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 Number of Weighted Average 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 (25,311,834) 1.72 Balance at December 31, 2017 32,029,809 $ 1.50 There was no stock-based compensation expense included in general and administrative and research and development expenses relating to warrants issued to consultants for the years ended December 31, 2017, 2016 and 2015. Exercise Price Warrants Warrants Weighted Average $ 1.43 25,000,000 25,000,000 2.88 years $ 1.75 7,029,809 7,029,809 1.78 years $ 1.50 32,029,809 32,029,809 2.64 years |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. Stockholders’ Equity Year Ended December 31, 2017 On September 11, 2017, the Company entered into a share purchase agreement (the “Purchase Agreement”) with an 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 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 20 trading days in any 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 being (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 earnings per share. During the year ended December 31, 2017, the Company recorded a discount of $ 6.9 73,000 FBR Sales Agreement For the year ended December 31, 2017, the Company sold through the FBR Sales Agreement an aggregate of 11.0 6.4 Also, during the year ended December 31, 2017, the Company issued 418,773 166,190 Year Ended December 31, 2016 On November 18, 2016, the Company completed a public offering of 25 50,000,000 1.00 1.43 1.72 December 31, 2017 23.3 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 3.0 900,628 1,550,197 Also, during the year ended December 31, 2016, the Company issued 445,334 814,000 Year Ended December 31, 2015 On August 29, 2015, the Company, SYN Biomics, a majority-owned subsidiary, and Mark Pimentel, M.D. entered into an amendment to the Stock Purchase Agreement dated December 3, 2013, which accelerated the date upon which Dr. Pimentel could exchange his shares of common stock in SYN Biomics for shares of the Company’s common stock. On August 29, 2015, Dr. Pimentel notified the Company of his intent to exchange all of the shares of common stock in SYN Biomics owned by him for 1,350,000 1,350,000 On August 10, 2015, the Company expanded its relationship with Intrexon Corporation (“Intrexon”) and entered into an Exclusive Channel Collaboration Agreement with Intrexon that governs a “channel collaboration” arrangement in which the Company will use Intrexon’s technology relating to the development and commercialization of novel biotherapeutics for the treatment of patients with PKU. The Company paid Intrexon a technology access fee by the issuance of 937,500 3.0 In July 2015, the Company completed a public offering of 15,333,333 2.0 3.00 46.0 42.6 3.4 In addition, during the year ended December 31, 2015, the Company issued 655,321 1,350,000 Also, during the year ended December 31, 2015, the Company issued 35,006 41,000 |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | 7. Non-controlling Interest On August 29, 2015, the Company, SYN Biomics and Mark Pimentel, M.D. entered into an amendment to the Pimentel Stock Purchase Agreement dated December 3, 2013, which accelerated the date upon which Dr. Pimentel could exchange his shares of common stock in SYN Biomics for shares of the Company’s common stock. On August 29, 2015, Dr. Pimentel notified the Company of his intent to exchange all of the shares of common stock in SYN Biomics, 8.5 1,350,000 1,350,000 The Company’s non-controlling interest is accounted for under ASC 810, Consolidation 88.5 11.5 1.9 1.6 1 |
License, Collaborative and Empl
License, Collaborative and Employment Agreements and Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of License Collaborative and Employment Agreements and Commitments [Abstract] | |
License Collaborative And Employment Agreements And Commitments [Text Block] | 8. License, Collaborative and Employment Agreements and Commitments License and Collaborative Agreements As described below, the Company has entered into several license and collaborative agreements for the right to use research, technology and patents. Some of these license and collaborative agreements may contain milestones. The specific timing of such milestones cannot be predicted and are dependent on future developments as well as regulatory actions which cannot be predicted with certainty (including actions which may never occur). Further, under the terms of certain licensing agreements, the Company may have the obligation to pay certain milestones contingent upon the achievement of specific levels of sales. Due to the long-range nature of such commercial milestone amounts, they are neither probable at this time nor predictable and consequently are not included in this disclosure. Cedars-Sinai Medical Center (“CSMC”) Agreement On December 5, 2013, the Company, through its newly formed, majority owned subsidiary, SYN Biomics entered into a worldwide exclusive License Agreement with CSMC for the development of new treatment approaches to target non-bacterial intestinal microorganism life forms known as archaea that are associated with intestinal methane production and chronic diseases such as irritable bowel syndrome (IBS), obesity and type 2 diabetes. As part of the terms of the License Agreement the Company issued 334,911 150,000 220,000 The License Agreement terminates: (i) automatically if SYN Biomics enters into a liquidating bankruptcy or other specified bankruptcy event or if the performance of any term, covenant, condition or provision of the License Agreement will jeopardize the licensure of CSMC, its participation in certain reimbursement programs, its full accreditation by the Joint Commission of Accreditation of Healthcare Organizations or any similar state organizations, its tax exempt status or is deemed illegal; (ii) upon 30 days notice from CSMC if SYN Biomics fails to make a payment or use commercially reasonable efforts to exploit the patent rights; (iii) upon 60 days notice from CSMC if SYN Biomics fails to cure any breach or default of any material obligations under the License Agreement; or (iv) upon 90 days notice from SYN Biomics if CSMC fails to cure any breach or default of any material obligations under the License Agreement. SYN Biomics also has the right to terminate the License Agreement without cause upon six months notice to CSMC; however, upon such termination, SYN Biomics is obligated to pay a termination fee with the amount of such fee reduced: (i) if such termination occurs after an Investigational New Drug submission to the FDA but prior to completion of a Phase 2 clinical trial, (ii) reduced further if such termination occurs after completion of Phase 2 clinical trial but prior to completion of a Phase 3 clinical trial; and (iii) reduced to zero if such termination occurs after completion of a Phase 3 clinical trial. Prior to the execution of the CSMC License Agreement, SYN Biomics issued shares of common stock of SYN Biomics to each of CSMC and Mark Pimentel, M.D. (the primary inventor of the intellectual property), representing 11.5 8.5 3.0 50 On August 29, 2015, the Company, SYN Biomics and Mark Pimentel, M.D. entered into an amendment to the Pimentel Stock Purchase Agreement, which accelerated the date upon which Dr. Pimentel can exchange his shares of common stock in SYN Biomics for shares of the Company’s common stock. On August 29, 2015, Dr. Pimentel notified the Company of his intent to exchange all of the shares of common stock in SYN Biomics owned by him for 1,350,000 1,350,000 University of Texas Austin Agreement On December 19, 2012, the Company entered into a License Agreement with The University of Texas at Austin (the “University”) for the exclusive license of the right to use, develop, manufacture, market and commercialize certain research and patents related to pertussis antibodies. The License Agreement provides that the University is entitled to payment of past patent expenses, an annual payment of $ 50,000 25,000 50,000 100,000 250,000 100,000 100,000 In connection with the License Agreement, the Company and the University also entered into a Sponsored Research Agreement pursuant to which the University will perform certain research work related to pertussis. The Sponsored Research Agreement may be renewed annually, in the sole discretion of the Company, after the first year for two additional one year terms with a fixed fee for the first year of $ 303,287 316,438 328,758 On October 22, 2015, the Company and the University amended the Sponsored Research Agreement to extend the termination date to January 15, 2017, on September 2, 2016 to extend the agreement until January 15, 2018 and again on August 22, 2017 to extend the agreement until January 17, 2019. All other terms and conditions of the Sponsored Research Agreement remain unchanged. No further or additional payments will be made to the University as a result of this amendment. Prev ABR LLC (“Prev”) Agreement On November 28, 2012, the Company entered into an agreement (“Prev Agreement”) to acquire the C. diff program assets of Prev, including pre-Investigational New Drug (IND) package, Phase 1 and Phase 2 clinical data, manufacturing process data and all issued and pending U.S. and international patents. Upon execution and closing of the Prev Agreement, the Company paid Prev cash payments of $ 235,000 625,000 50% in cash and 50% in our stock 655,321 Intrexon Exclusive Channel Collaboration On August 6, 2012, the Company expanded its relationship with Intrexon and entered into an Exclusive Channel Collaboration (“ECC”) (“Infectious Disease ECC”) with Intrexon that governs an “exclusive channel collaboration” arrangement in which the Company will use Intrexon’s technology relating to the identification, design and production of human antibodies and DNA vectors for the development and commercialization of a series of monoclonal antibody therapies for the treatment of certain serious infectious diseases. Pursuant to the terms of the Second Stock Issuance Agreement with Intrexon, which was approved by the Company’s stockholders on October 5, 2012, the Company issued 3,552,210 0.001 7.8 Subject to certain expense allocations and other offsets provided in the Infectious Disease ECC, the Company will pay Intrexon royalties on annual net sales of the Synthetic Products, calculated on a Synthetic Product-by-Synthetic Product basis. The Company has likewise agreed to pay Intrexon a percentage of quarterly revenue obtained from a sublicensor in the event of a sublicensing arrangement. No such payments were made during the year ended December 31, 2016 and 2017. The Company also agreed upon the filing of an IND application with the FDA for a Synthetic Product, or alternatively the filing of the first equivalent regulatory filing with a foreign regulatory agency (both as applicable, the “IND Milestone Event”), to pay Intrexon either (i) $ 2.0 Upon the first to occur of either first commercial sale of a Synthetic Product in a country or the granting of the regulatory approval of that Synthetic Product (both as applicable, the “Approval Milestone Event”), the Company agreed to pay to Intrexon either (i) $ 3.0 The Company also agreed that it will pay an optional and varying fee whereby the Company remits a payment, in cash or equity at its sole discretion, to Intrexon calculated as a multiple of the number of targets in excess of three total that the Company desires to elect (the “Field Expansion Fee”). The Field Expansion Fee must be paid completely in either Common Stock or cash, and will comprise either (i) $2.0 million in cash for each target in excess of three total that the Company elects, or (ii) that number of shares of Common Stock (the “Field Expansion Fee Shares”) having a fair market value equaling $ 2.0 On August 10, 2015, the Company expanded our relationship with Intrexon and entered into an Exclusive Channel Collaboration Agreement (the “Channel Agreement”) with Intrexon that governs a “channel collaboration” arrangement in which the Company will use Intrexon’s technology relating to the development and commercialization of novel biotherapeutics (a “Collaboration Product”) for the treatment of patients with PKU. On September 2, 2015, in accordance with the terms of the Intrexon Stock Issuance Agreement that that the Company entered into in connection with the Channel Agreement, the Company paid Intrexon a technology access fee by the issuance of 937,500 3.0 In addition, upon the achievement of certain milestones, the Company agreed to pay Intrexon milestone payments of up to $ 27 2 100 750 During December 2012, the Company paid Intrexon a prepayment of research and development expenses of $ 2.5 643,000 424,000 Employment Agreements On April 28, 2015, the Company entered into a two-year employment agreement with Steven A. Shallcross (the “Shallcross Employment Agreement”), who was appointed to serve as the Company’s Chief Financial Officer, Treasurer and Secretary, effective June 1, 2015. Pursuant to the Shallcross Employment agreement, Mr. Shallcross is entitled to an annual base salary of $ 315,000 900,000 1.9 75 Effective November 30, 2016, the Company entered into an amendment to the Shallcross Employment Agreement to increase Mr. Shallcross’ annual base salary to $ 346,500 On December 5, 2017, Mr. Shallcross was appointed as the Company’s Interim Chief Executive Officer. Effective December 20, 2017, the Company entered into an amendment to the Shallcross Employment Agreement to increase Mr. Shallcross’ annual base salary to $ 381,150 8,000 On January 17, 2017, the Company entered into a two-year employment agreement with Dr. Joseph Sliman (the “Sliman Employment Agreement”), who was promoted at the Company from the position of Senior Vice PresidentClinical &; Regulatory Affairs to the position of Chief Medical Officer. The terms of the Employment Agreement are set forth below. Pursuant to the terms of the Employment Agreement, Dr. Sliman is entitled to an annual base salary of $ 385,000 75 188,927 The Shallcross Employment Agreement and the Sliman Employment Agreement each have a stated term of two years but may be terminated earlier pursuant to their terms. If either Mr. Shallcross’ or Dr. Sliman’s (each an “Executive”) employment is terminated for any reason, he or his estate as the case may be, will be entitled to receive the accrued base salary, vacation pay, expense reimbursement and any other entitlements accrued by him to the extent not previously paid (the “Accrued Obligations”); provided however The Shallcross Employment Agreement and the Sliman Employment Agreement each provide that upon the closing of a “Change in Control” (as defined below), the time period that the Executive will have to exercise all vested stock options and other awards that the Executive may have will be equal to the shorter of: (i) six (6) months after termination, or (ii) the remaining term of the award(s). Upon the closing of a Change in Control, all of Mr. Shallcross’ and Dr. Sliman’s unvested options shall immediately vest. If within one year after the occurrence of a Change in Control, the Executive terminates his employment for “Good Reason” or the Company terminates the Executive’s employment for any reason other than death, Disability or Cause, the Executive will be entitled to receive: (i) the portion of his base salary for periods prior to the effective date of termination accrued but unpaid (if any); (ii) all unreimbursed expenses (if any); (iii) an aggregate amount (the “Change in Control Severance Amount”) equal to two times the sum of the base salary plus an amount equal to the bonus that would be payable if the “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year if bonus levels have not yet been established for the year of termination); and (iv) the payment or provision of any other benefits. The Change in Control Severance Amount is to be paid in a lump sum, if the Change in Control event constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (each within the meaning of Section 409A of the Internal Revenue Code), or in 48 substantially equal payments, if the Change in Control event does not so comply with Section 409A. Upon the termination of employment for Good Reason by the Executive or upon the involuntary termination of employment of Executive for any reason other than death, Disability or Cause, in either case within two years commencing after the occurrence of a Change in Control, the Executive will be entitled to receive for a period of two years commencing on the date of such termination medical, dental, life and disability coverage for himself and his family members which is not less favorable than the coverage carried by the Company at the time of termination. For the purposes of the Shallcross Employment Agreement and the Sliman Employment Agreement “Change in Control” is defined as: (i) any person or entity becoming the beneficial owner, directly or indirectly, of the Company’s securities representing fifty (50%) percent of the total voting power of all its then outstanding voting securities; (ii) a merger or consolidation of the Company in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation; or (iii) a sale of substantially all of the Company’s assets or its liquidation or dissolution. For purpose of the Shallcross Employment Agreement and the Sliman Employment Agreement, “Good Reason” is defined as the occurrence of any of the following events without the respective Executive’s consent: (i) a material reduction in the Executive’s base salary (other than an across-the-board decrease in base salary applicable to all executive officers of the Company); (ii) a material breach of the employment agreement by the Company; (iii) a material reduction in the Executive’s duties, authority and responsibilities relative to the Executive’s duties, authority, and responsibilities in effect immediately prior to such reduction; or (iv) the relocation of the Executive’s principal place of employment, without the Executive’s consent, in a manner that lengthens his one-way commute distance by fifty (50) or more miles from his then-current principal place of employment immediately prior to such relocation. For purposes of the Shallcross Employment Agreement and the Sliman Employment Agreement, “Cause” is defined as that the Executive shall have engaged in any of the following acts or that any of the following events shall have occurred, all as determined by the Board of Directors of the Company in its sole and absolute discretion: (i) gross insubordination, acts of embezzlement or misappropriation of funds, fraud, dereliction of fiduciary obligations; (ii) conviction of a felony or other crime involving moral turpitude, dishonesty or theft (including entry of a nolo contendere Effective February 3, 2012, Jeffrey Riley was appointed to serve as the Company’s Chief Executive Officer and President. In connection with his appointment, Mr. Riley entered into a three-year employment agreement with the Company (the “Original Riley Agreement”). Pursuant to the Original Riley Employment Agreement, Mr. Riley was entitled to an annual base salary of $ 348,000 385,000 750,000 1.7 Effective March 18, 2015, the Company entered into a new two-year employment agreement with Mr. Riley (the “2015 Riley Employment Agreement”). Pursuant to the 2015 Riley Employment Agreement, Mr. Riley’s annual base salary remained at $ 385,000 75 Effective December 4, 2015, the Company entered into an amendment to the Riley Employment Agreement dated March 18, 2015, to increase Mr. Riley’s annual base salary to $ 550,000 75 Effective December 4, 2017, Mr. Riley resigned his position as President and Chief Executive Officer of the Company. Pursuant to his resignation, the Company entered into a Separation Agreement effective December 4, 2017 (the “Separation Agreement”) with Mr. Riley. The Separation Agreement provides that in addition to receiving all accrued obligations, including salary and earned and unused vacation days, Mr. Riley will receive the following separation benefits: (i) twelve months’ payment of Mr. Riley’s current base salary, subject to payroll withholdings and deductions, paid on the Company’s regular payroll dates; (ii) a cash bonus for 2017 of $ 200,000 Operating Lease During 2012, the Company entered into a twelve-month operating lease for office space in Ann Arbor, Michigan. In September 2015, this lease was amended to extend the term of the lease to December 31, 2016, for annual lease payments of $ 40,000 142,172 285,843 During the years ended December 31, 2017, 2016 and 2015, the Company recognized rent expense of $ 199,000 145,000 108,000 (in thousands) 2018 2019 2020 2021 2022 Total Operating Lease $ 292 $ 300 $ 309 $ 321 $ 192 $ 1,414 Total $ 292 $ 300 $ 309 $ 321 $ 192 $ 1,414 Consulting Fees In November 2017, the Company engaged a regulatory consultant to assist in the Company’s efforts to prepare, file and obtain FDA approval for ribaxamase. The term of the engagement is on a monthly basis, provided that either party may terminate the agreement at any time by providing the other party a six-month notice period. The Company is obligated to pay the consultant a monthly retainer in addition to the success fee payments of up to an aggregate of $ 5,500,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. Income Taxes There was no income tax expense for the years ended December 31, 2017 and 2016 due to the Company’s net losses. 34 3.96 37.96 (in thousands) 2017 2016 Computed “expected” tax-benefit Federal $ (5,267) $ (9,453) Computed “expected” tax-benefit State (613) (1,101) Adjustment of “expected” tax-benefit to actual (2) (431) Meals, entertainment and other 10 10 Non-deductible stock-based compensation 502 574 Fair Market Value Adjustment Warrants (4,076) (4,332) Impact of U.S. tax reform 21,555 - Change in valuation allowance (12,109) 14,733 $ $ in thousands 2017 2016 Deferred tax assets: Stock issued for services $ 1,730 $ 1,861 Accrued compensation 164 119 Stock issued for acquisition of program 1,202 1,576 Stock issued for license agreement 1,947 3,147 Stock issued for milestone payment 301 478 Amortizable license fee 6 9 Net operating loss carry-forward 40,248 50,517 Total gross deferred tax assets 45,598 57,707 Less: valuation allowance (45,598) (57,707) Total net deferred tax assets $ $ The Tax Cuts and Jobs Act (the Tax Act) was signed into law on December 22, 2017. The Tax Act changed many aspects of U.S. corporate income taxation and included reduction of the corporate income tax rate from 35 21 21.6 21 ASC 740 requires the Company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the Tax Act, the SEC staff issued SAB 118, which allows the Company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the Company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year At December 31, 2017, the Company has a net operating loss carry-forward of approximately $ 156.4 2037 The valuation allowance at December 31, 2017 was approximately $ 45.6 12.1 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions On November 18, 2016, a member of the board of directors, Scott Tarriff acquired 300,000 300,000 1.43 300,000 1.72 December 31, 2017 In August 2015, the Company expanded its relationship with Intrexon and entered into an Exclusive Channel Collaboration Agreement with Intrexon. In connection with the Channel Agreement, the Company paid Intrexon a technology access fee by the issuance of 937,500 3 3,552,210 7.8 2.20 3,123,558 1.7 0.54 2.9 2.5 In December 2013, through the Company’s subsidiary, SYN 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 year ended December 31, 2016, the Company paid Cedars-Sinai Medical Center $ 350,000 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | 11. Selected Quarterly Financial Data (Unaudited) (In thousands, except per share amounts) Quarter Ended March 31, June 30, September 30, December 31, Loss from operations $ (8,149) $ (6,475) $ (5,842) $ (5,783) Net (loss) income $ (3,058) $ (4,315) $ (10,930) $ 2,812 Net (loss) income per share basic $ (0.02) $ (0.03) $ (0.14) $ 0.02 Net (loss) income per share dilutive $ (0.02) $ (0.03) $ (0.14) $ 0.02 Weighted average common share basic 117,447,260 123,005,220 128,279,674 128,566,883 Weighted average common share dilutive 117,447,260 123,005,220 128,279,674 150,847,262 Quarter Ended March 31, June 30, September 30, December 31, Loss from operations $ (10,581) $ (9,311) $ (9,156) $ (10,204) Net (loss) $ (11,078) $ (5,764) $ (8,489) $ (2,472) Net loss per share basic $ (0.12) $ (0.06) $ (0.09) $ (0.02) Net loss per share dilutive $ (0.12) $ (0.10) $ (0.09) $ (0.02) Weighted average common share basic 90,826,752 91,015,733 91,441,687 103,804,308 Weighted average common share dilutive 90,826,752 93,930,540 91,441,687 103,804,308 *Net Income due to gain on remeasurement of the warrant liabilities in excess of the quarter to date loss. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation All intercompany transactions and accounts have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the estimated useful lives for property and equipment, fair value of warrants, preferred stock and stock options granted for services or compensation, respectively, estimates of the probability and potential magnitude of contingent liabilities, and the valuation allowance for deferred tax assets due to continuing and expected future operating losses. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Noncontrolling Interest [Policy Text Block] | Non-controlling Interest The Company’s non-controlling interest represents the minority shareholder’s ownership interest related to the Company’s subsidiary, SYN Biomics. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common stockholders on the face of the Consolidated Statements of Operations. The Company’s equity interest in SYN Biomics is 88.5 11.5 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the service is completed without further obligation, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. The Company recognizes milestone payments or upfront payments that have no contingencies as revenue when payment is received. For the years ended December 31, 2017, 2016 and 2015 the Company did not report any revenues. Grants Grants received from research collaboration agreements with third parties are recognized as a reduction in the related research and development expense in the Consolidated Statements of Operations |
Grants,Policy [Policy Text Block] | Grants Grants received from research collaboration agreements with third parties are recognized as a reduction in the related research and development expense in the Consolidated Statements of Operations |
Risks And Uncertainties [Policy Text Block] | Risks and Uncertainties The Company’s operations could be subject to significant risks and uncertainties including financial, operational and regulatory risks and the potential risk of business failure. The global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These three conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, its vendors and its ability to accurately forecast and plan future business activities. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid short-term investments with original maturities of three months or less. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. Asset Description Estimated Useful Life Office equipment and furniture 3 5 years Manufacturing equipment 10 years Leasehold improvements and fixtures Depreciation and amortization expense was approximately $ 245,000 157,000 72,000 The Company reviews property and equipment for impairment to determine if assets are impaired due to obsolescence. As a result of this review, there was no impairment recognized for the years ended December 31, 2017, 2016 and 2015. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such an event or change in circumstances occurs and potential impairment is indicated because the carrying values exceed the estimated future undiscounted cash flows of the asset, the Company will measure the impairment loss as the amount by which the carrying value of the asset exceeds its fair value. |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding including the effect of common share equivalents. Diluted net loss per share assumes the issuance of potential dilutive common shares outstanding for the period and adjusts for any changes in income and the repurchase of common shares that would have occurred from the assumed issuance, unless such effect is anti-dilutive. For the year ended December 31, 2017 net loss attributable to common stock holders included preferred stock dividends of $ 6.9 12,564,098 32,029,808 11,636,227 57,341,642 8,941,930 7,908,899 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs The Company expenses research and development costs associated with developmental products not yet approved by the FDA to research and development expense as incurred. Research and development costs consist primarily of license fees (including upfront payments), milestone payments, manufacturing costs, salaries, stock-based compensation and related employee costs, fees paid to consultants and outside service providers for laboratory development, legal expenses resulting from intellectual property prosecution and other expenses relating to the design, development, testing and enhancement of our product candidates. Research and development expenses include external contract research organization (“CRO”) services. The Company makes payments to the CROs based on agreed upon terms and may include payments in advance of study services. The Company reviews and accrues CRO expenses based on services performed and relies on estimates of those costs applicable to the stage of completion of a study as provided by the CRO. Accrued CRO costs are subject to revisions as such studies progress to completion. The Company has accrued CRO expenses of $ 700,000 2.2 , respectively. 46,000 1.7 , respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820, F air Value Measurement · 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 $98,000 and $ 1.7 The Company uses Monte Carlo simulations 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. |
Stock Based Payment Arrangements [Policy Text Block] | Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date typically using the Black-Scholes option pricing model, based on the estimated number of awards that are ultimately expected to vest. Stock-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the stock-based payment, whichever is more readily determinable and are remeasured over the corresponding vesting period. The expense resulting from stock-based payments is recorded in research and development expense or general and administrative expense in the Consolidated Statement of Operations, depending on the nature of the services provided. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments 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. 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. The provisions of these warrants preclude equity accounting treatment under ASC 815, Derivatives and Hedging, |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Management assesses the need to accrue or disclose uncertain tax positions for proposed potential adjustments from various federal and state authorities who regularly audit the Company in the normal course of business. In making these assessments, management must often analyze complex tax laws of multiple jurisdictions. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision. At December 31, 2017 and 2016, the Company did not record any liabilities for uncertain tax positions. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 2016-09, Compensation - Stock Compensation (Topic 718) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date · ASU 2016-10, Identifying Performance Obligations and Licensing · ASU 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 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; · ASU 2016-20, Technical Correction and Improvements; and · ASU 2016-20, Technical correction and improvements to Topic 606, Revenue from Contracts with Customers. The Company does not have any revenues or contracts with customers and will need to evaluate the impact of Topic 606 on its results of operations, cash flows and financial position should a revenue generating transaction arise in the future. While the Company will adopt Topic 606 on January 1, 2018 (and will do so on a modified retrospective basis), the adoption will have no impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Life Of Asset [Table Text Block] | The estimated useful life by asset description is noted in the following table. Asset Description Estimated Useful Life Office equipment and furniture 3 5 years Manufacturing equipment 10 years Leasehold improvements and fixtures |
Selected Balance Sheet Inform20
Selected Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, Prepaid insurance $ 351 $ 358 Other prepaid expenses 290 185 Prepaid conferences, travel and other expenses 94 295 Clinical consulting services refund receivable 46 - Prepaid clinical research organizations 46 1,677 Total $ 827 $ 2,515 |
Property, Plant and Equipment [Table Text Block] | Property and equipment (in thousands): December 31, December 31, Computer and office equipment $ 851 $ 641 Leasehold improvements 439 439 Software 11 11 1,301 1,091 Less accumulated depreciation and amortization (429) (186) Total $ 872 $ 905 |
Accrued Expenses [Table Text Block] | Accrued expenses (in thousands): December 31, December 31, Accrued manufacturing costs $ 661 $ 14 Accrued clinical consulting services 658 2,211 Accrued vendor payments 193 400 Other accrued expenses 14 2 Total $ 1,526 $ 2,627 |
Accrued Employee Benefits [Table Text Block] | Accrued employee benefits (in thousands) December 31, December 31, Accrued bonus expense $ 1,283 $ - Accrued severance expense 590 52 Accrued vacation expense 201 261 Total $ 2,074 $ 313 |
Stock-Based Compensation and 21
Stock-Based Compensation and Warrants (Tables) | 12 Months Ended |
Dec. 31, 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 assumptions used for the years ended December 31, 2017, 2016 and 2015 are as follows: Year ended December 31, 2017 2016 2015 Exercise price $ 0.52 $0.87 $ 0.80 $2.66 $ 1.54 $2.76 Expected dividends 0 % 0 % 0 % Expected volatility 83% 96 % 96% 123 % 88% 131 % Risk free interest rate 1.67% 2.28 % 1.40% 2.13 % 1.32% 2.19 % Expected life of option 4 7 years 7 years 5 years 10 years |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activities for the years ended December 31, 2017, 2016 and 2015, is as follows: Options Weighted Weighted Average Aggregate Balance - December 31, 2014 5,981,106 $ 2.01 5.80 years $ 685,000 Granted 3,781,666 2.37 Exercised (35,008) 1.16 $ 44,000 Expired (483,332) 2.48 Forfeited (302,502) 1.91 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 3,159,177 0.59 Exercised (418,773) 0.40 $ 163,050 Expired (667,628) 2.21 Forfeited (1,144,905) 1.20 Balance -December 31, 2017 - outstanding 12,564,098 $ 1.55 4.60 years $ 1,800 Balance - December 31, 2017 - exercisable 7,805,796 $ 1.96 3.43 years $ 1,800 Grant date fair value of options granted - December 31, 2017 $ 1,164,732 Weighted average grant date fair value - December 31, 2017 $ 0.37 Grant date fair value of options granted - December 31, 2016 $ 3,091,000 Weighted average grant date fair value - December 31, 2016 $ 0.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Options Outstanding Options Exercisable Range of Options Weighted Weighted Options Weighted Weighted $ 0.09 $2.00 7,244,099 $ .85 5.28 years 3,082,751 $ 1.13 3.41 years $ 2.01 $3.00 5,319,999 2.49 3.66 years 4,723,045 2.50 3.44 years $ 0.09 $3.00 12,564,098 $ 1.55 4.60 years 7,805,796 $ 1.96 3.43 years |
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 December 31, December 31, Issuance December 31, Issuance Closing stock price $ 0.51 $ 0.76 $ 0.89 $ 0.76 $ 0.89 Expected dividends 0 % 0 % 0 % 0 % 0 % Expected volatility 80 % 85 % 85 % 90 % 85 % Risk free interest rate 1.97 % 1.67 % 1.58 % 0.85 % 0.81 % Expected life of warrant 2.9 years 3.9 years 4.0 years 1.0 years 1.1 years The assumptions used by the Company are summarized in the following table: December 31, December 31, Issuance Closing stock price $ 0.51 $ 0.76 $ 1.75 Expected dividends 0 % 0 % 0 % Expected volatility 80 % 95 % 95 % Risk free interest rate 1.86 % 1.41 % 1.39 % Expected life of warrant 1.79 years 2.79 years 5.0 years |
Schedule Of Estimated Fair Value Of The Warrant Liability [Table Text Block] | (in thousands) Balance at December 31, 2015 $ 10,566 Issuance of warrants 15,667 Change in fair value of warrant liability (11,412) Balance at December 31, 2016 14,821 Change in fair value of warrant liability (10,738) Balance at December 31, 2017 $ 4,083 |
Schedule of Warrant Activity [Table Text Block] | A summary of warrant activity for the Company for the years ended December 31, 2017 and 2016 is as follows: Number of Weighted Average 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 (25,311,834) 1.72 Balance at December 31, 2017 32,029,809 $ 1.50 |
Schedule of Warrant Outstanding and Exercisable [Table Text Block] | A summary of all outstanding and exercisable warrants as of December 31, 2017 is as follows: Exercise Price Warrants Warrants Weighted Average $ 1.43 25,000,000 25,000,000 2.88 years $ 1.75 7,029,809 7,029,809 1.78 years $ 1.50 32,029,809 32,029,809 2.64 years |
License, Collaborative and Em22
License, Collaborative and Employment Agreements and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of License Collaborative and Employment Agreements and Commitments [Abstract] | |
Due for License Agreements [Table Text Block] | The following table summarizes the Company’s future minimum lease payments as of December 31, 2017 (in thousands) 2018 2019 2020 2021 2022 Total Operating Lease $ 292 $ 300 $ 309 $ 321 $ 192 $ 1,414 Total $ 292 $ 300 $ 309 $ 321 $ 192 $ 1,414 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s tax expense differs from the “expected” tax expense for the years ended December 31, 2017 and 2016 (computed by applying the Federal corporate tax rate of 34 3.96 37.96 (in thousands) 2017 2016 Computed “expected” tax-benefit Federal $ (5,267) $ (9,453) Computed “expected” tax-benefit State (613) (1,101) Adjustment of “expected” tax-benefit to actual (2) (431) Meals, entertainment and other 10 10 Non-deductible stock-based compensation 502 574 Fair Market Value Adjustment Warrants (4,076) (4,332) Impact of U.S. tax reform 21,555 - Change in valuation allowance (12,109) 14,733 $ $ |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The effects of temporary differences that gave rise to significant portions of deferred tax assets at December 31, 2017 and 2016 are as follows ( in thousands 2017 2016 Deferred tax assets: Stock issued for services $ 1,730 $ 1,861 Accrued compensation 164 119 Stock issued for acquisition of program 1,202 1,576 Stock issued for license agreement 1,947 3,147 Stock issued for milestone payment 301 478 Amortizable license fee 6 9 Net operating loss carry-forward 40,248 50,517 Total gross deferred tax assets 45,598 57,707 Less: valuation allowance (45,598) (57,707) Total net deferred tax assets $ $ |
Selected Quarterly Financial 24
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Quarter Ended March 31, June 30, September 30, December 31, Loss from operations $ (8,149) $ (6,475) $ (5,842) $ (5,783) Net (loss) income $ (3,058) $ (4,315) $ (10,930) $ 2,812 Net (loss) income per share basic $ (0.02) $ (0.03) $ (0.14) $ 0.02 Net (loss) income per share dilutive $ (0.02) $ (0.03) $ (0.14) $ 0.02 Weighted average common share basic 117,447,260 123,005,220 128,279,674 128,566,883 Weighted average common share dilutive 117,447,260 123,005,220 128,279,674 150,847,262 Quarter Ended March 31, June 30, September 30, December 31, Loss from operations $ (10,581) $ (9,311) $ (9,156) $ (10,204) Net (loss) $ (11,078) $ (5,764) $ (8,489) $ (2,472) Net loss per share basic $ (0.12) $ (0.06) $ (0.09) $ (0.02) Net loss per share dilutive $ (0.12) $ (0.10) $ (0.09) $ (0.02) Weighted average common share basic 90,826,752 91,015,733 91,441,687 103,804,308 Weighted average common share dilutive 90,826,752 93,930,540 91,441,687 103,804,308 |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Retained Earnings (Accumulated Deficit) | $ (194,170) | $ (172,034) | ||
Cash and Cash Equivalents, at Carrying Value, Total | $ 17,116 | $ 19,055 | $ 20,818 | $ 17,525 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Office Equipment And Furniture | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment And Furniture | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold improvements and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of estimated useful life or lease term |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Depreciation, Depletion and Amortization, Total | $ 245,000 | $ 157,000 | $ 72,000 | |
Cash and Cash Equivalents, at Carrying Value | $ 17,116,000 | $ 19,055,000 | 20,818,000 | $ 17,525,000 |
Equity Method Investment, Ownership Percentage | 88.50% | 88.50% | ||
Noncontrolling Interest, Ownership Percentage by Parent | 11.50% | 11.50% | ||
Accrued Liabilities | $ 700,000 | $ 2,200,000 | ||
Prepaid Expense | 46,000 | 1,700,000 | ||
Preferred Stock Dividends, Income Statement Impact | $ 6,962,000 | $ 0 | $ 0 | |
Warrant [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 32,029,808 | 57,341,642 | 7,908,899 | |
Options [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,564,098 | 11,636,227 | 8,941,930 | |
Money Market Accounts [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 98,000 | $ 1,700,000 |
Selected Balance Sheet Inform28
Selected Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Assets [Line Items] | ||
Prepaid insurance | $ 351 | $ 358 |
Other prepaid expenses | 290 | 185 |
Prepaid conferences, travel and other expenses | 94 | 295 |
Clinical consulting services refund receivable | 46 | 0 |
Prepaid clinical research organizations | 46 | 1,677 |
Total | $ 827 | $ 2,515 |
Selected Balance Sheet Inform29
Selected Balance Sheet Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,301 | $ 1,091 |
Less accumulated depreciation and amortization | (429) | (186) |
Total | 872 | 905 |
Computers and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 851 | 641 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 439 | 439 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11 | $ 11 |
Selected Balance Sheet Inform30
Selected Balance Sheet Information (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Line Items] | ||
Accrued manufacturing costs | $ 661 | $ 14 |
Accrued clinical consulting services | 658 | 2,211 |
Accrued vendor payments | 193 | 400 |
Other accrued expenses | 14 | 2 |
Total | $ 1,526 | $ 2,627 |
Selected Balance Sheet Inform31
Selected Balance Sheet Information (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued bonus expense | $ 1,283 | $ 0 |
Accrued severance expense | 590 | 52 |
Accrued vacation expense | 201 | 261 |
Total | $ 2,074 | $ 313 |
Stock-Based Compensation and 32
Stock-Based Compensation and Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividends | 0.00% | 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 | $ 0.52 | $ 0.80 | $ 1.54 |
Expected volatility | 83.00% | 96.00% | 88.00% |
Risk free interest rate | 1.67% | 1.40% | 1.32% |
Expected life of option | 4 years | 5 years | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.87 | $ 2.66 | $ 2.76 |
Expected volatility | 96.00% | 123.00% | 131.00% |
Risk free interest rate | 2.28% | 2.13% | 2.19% |
Expected life of option | 7 years | 10 years |
Stock-Based Compensation and 33
Stock-Based Compensation and Warrants (Details 1) - Stock Option [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options, Granted | 3,159,177 | 3,861,425 | 3,781,666 | |
Options, Exercised | (418,773) | (445,334) | (35,008) | |
Options, Expired | (667,628) | (338,529) | (483,332) | |
Options, Forfeited | (1,144,905) | (383,265) | (302,502) | |
Options, Ending Balance | 12,564,098 | 11,636,227 | 8,941,930 | 5,981,106 |
Options, Exercisable | 7,805,796 | |||
Weighted Average Exercise Price, Granted | $ 0.59 | $ 0.98 | $ 2.37 | |
Weighted Average Exercise Price, Exercised | 0.40 | 1.83 | 1.16 | |
Weighted Average Exercise Price, Expired | 2.21 | 1.96 | 2.48 | |
Weighted Average Exercise Price, Forfeited | 1.20 | 2.26 | 1.91 | |
Weighted Average Exercise Price, Ending Balance | 1.55 | $ 1.77 | $ 2.14 | $ 2.01 |
Weighted Average Exercise Price, Exercisable | $ 1.96 | |||
Weighted Average Remaining Contractual Life, Balance Outstanding | 4 years 7 months 6 days | 5 years 5 months 26 days | 5 years 8 months 1 day | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 5 months 5 days | |||
Aggregate Intrinsic Value, Exercised | $ 163,050 | $ 137,488 | $ 44,000 | |
Aggregate Intrinsic Value, Ending Balance | 1,800 | 194,355 | $ 2,900,000 | $ 685,000 |
Aggregate Intrinsic Value, Exercisable | 1,800 | |||
Grant date fair value of options granted | $ 1,164,732 | $ 3,091,000 | ||
Weighted average grant date fair value | $ 0.37 | $ 0.8 |
Stock-Based Compensation and 34
Stock-Based Compensation and Warrants (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Range of Exercise Price 0.09-2.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Range of Exercise Price Lower | $ 0.09 |
Options Outstanding, Range of Exercise Price Upper | $ 2 |
Options Outstanding, Options | shares | 7,244,099 |
Options Outstanding, Weighted Average Exercise Price | $ 0.85 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 3 months 11 days |
Options Exercisable, Options | shares | 3,082,751 |
Options Exercisable, Weighted Average Exercise Price | $ 1.13 |
Options Exercisable, Weighted Average Remaining Contractual Life | 3 years 4 months 28 days |
Range of Exercise Price 2.01-3.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Range of Exercise Price Lower | $ 2.01 |
Options Outstanding, Range of Exercise Price Upper | $ 3 |
Options Outstanding, Options | shares | 5,319,999 |
Options Outstanding, Weighted Average Exercise Price | $ 2.49 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 7 months 28 days |
Options Exercisable, Options | shares | 4,723,045 |
Options Exercisable, Weighted Average Exercise Price | $ 2.50 |
Options Exercisable, Weighted Average Remaining Contractual Life | 3 years 5 months 8 days |
Range Of Exercise Price 0.09-3.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Range of Exercise Price Lower | $ 0.09 |
Options Outstanding, Range of Exercise Price Upper | $ 3 |
Options Outstanding, Options | shares | 12,564,098 |
Options Outstanding, Weighted Average Exercise Price | $ 1.55 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 7 months 6 days |
Options Exercisable, Options | shares | 7,805,796 |
Options Exercisable, Weighted Average Exercise Price | $ 1.96 |
Options Exercisable, Weighted Average Remaining Contractual Life | 3 years 5 months 5 days |
Stock-Based Compensation and 35
Stock-Based Compensation and Warrants (Details 3) - $ / shares | 1 Months Ended | 12 Months Ended | |
Nov. 18, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Closing stock price | $ 1.75 | $ 0.51 | $ 0.76 |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 95.00% | 80.00% | 95.00% |
Risk free interest rate | 1.39% | 1.86% | 1.41% |
Expected life of warrant | 5 years | 1 year 9 months 14 days | 2 years 9 months 14 days |
Series A Warrants [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Closing stock price | $ 0.89 | $ 0.51 | $ 0.76 |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected volatility | 85.00% | 80.00% | 85.00% |
Risk free interest rate | 1.58% | 1.97% | 1.67% |
Expected life of warrant | 4 years | 2 years 10 months 24 days | 3 years 10 months 24 days |
Series B Warrants [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Closing stock price | $ 0.89 | $ 0.76 | |
Expected dividends | 0.00% | 0.00% | |
Expected volatility | 85.00% | 90.00% | |
Risk free interest rate | 0.81% | 0.85% | |
Expected life of warrant | 1 year 1 month 6 days | 1 year |
Stock-Based Compensation and 36
Stock-Based Compensation and Warrants (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Beginning Balance | $ 14,821 | $ 10,566 | |
Issuance of warrants | 15,667 | ||
Change in fair value of warrant liabilities | (10,738) | (11,412) | $ 3,811 |
Ending Balance | $ 4,083 | $ 14,821 | $ 10,566 |
Stock-Based Compensation and 37
Stock-Based Compensation and Warrants (Details 5) - $ / shares | 12 Months Ended | |
Dec. 31, 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 | (25,311,834) | (567,257) |
Number of Warrants, Ending Balance | 32,029,809 | 57,341,642 |
Weighted Average Exercise Price, Beginning Balance | $ 1.60 | $ 1.79 |
Weighted Average Exercise Price, Granted | 0 | 1.58 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited | 1.72 | 2.35 |
Weighted Average Exercise Price, Ending Balance | $ 1.50 | $ 1.60 |
Stock-Based Compensation and 38
Stock-Based Compensation and Warrants (Details 6) | 12 Months Ended |
Dec. 31, 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 | 2 years 10 months 17 days |
Exercise Price 1.75 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.75 |
Warrants Outstanding | 7,029,809 |
Warrants Exercisable | 7,029,809 |
Weighted Average Remaining Contractual Life | 1 year 9 months 11 days |
Exercise Price 1.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price | $ / shares | $ 1.50 |
Warrants Outstanding | 32,029,809 |
Warrants Exercisable | 32,029,809 |
Weighted Average Remaining Contractual Life | 2 years 7 months 20 days |
Stock-Based Compensation and 39
Stock-Based Compensation and Warrants (Details Textual) - USD ($) | Oct. 10, 2014 | Nov. 18, 2016 | Oct. 25, 2012 | Mar. 20, 2007 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | 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 | $ 2,900,000 | |||||||||||
Proceeds from Issuance of Common Stock | $ 300,000 | 0 | $ 25,000,000 | $ 46,000,000 | ||||||||
Change in fair value of warrant liabilities | (10,738,000) | (11,412,000) | 3,811,000 | |||||||||
Proceeds from Stock Options Exercised | 166,000 | 814,000 | $ 41,000 | |||||||||
IPO [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Sale of Stock, Price Per Share | $ 1 | |||||||||||
Change in fair value of warrant liabilities | 9,000,000 | 3,000,000 | ||||||||||
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 | $ 15,700,000 | $ 3,700,000 | $ 12,700,000 | |||||||||
Series A Warrants [Member] | IPO [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.43 | |||||||||||
Series B Warrants [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Investment Warrants Expiration Date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||||||
Series B Warrants [Member] | IPO [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Investment Warrants Expiration Date | Dec. 31, 2017 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.72 | |||||||||||
Warrant [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of Warrants to Purchase of Common Stock | 635,855 | |||||||||||
Warrants Exercise Price Per Share | $ 1.60 | |||||||||||
Employees And Directors [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 | 3,159,177 | 3,861,425 | 3,781,666 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 1,800,000 | $ 3,100,000 | $ 8,000,000 | |||||||||
Employee [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 | 3,000,000 | 3,400,000 | 2,300,000 | |||||||||
Consultant [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 | $ 434,000 | 603,000 | $ 888,000 | |||||||||
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 | 712,258 | ||||||||||
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 | 11,851,840 | 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 | 8,000,000 | 8,000,000 | 6,000,000 | 3,000,000 | ||||||||
Stock Warrants [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of Warrants to Purchase of Common Stock | 0.5 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Exercisable Number | 7,029,808 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Vested and Expected to Vest Outstanding, Number | 1.75 | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 14,059,616 | |||||||||||
Sale of Stock, Price Per Share | $ 1.47 | |||||||||||
Proceeds from Issuance of Common Stock | $ 19,100,000 | |||||||||||
Change in fair value of warrant liabilities | $ 7,400,000 | $ 1,700,000 | 8,500,000 | |||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 416,000 | $ 2,100,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Sep. 11, 2017 | Aug. 05, 2016 | Aug. 10, 2015 | Nov. 18, 2016 | Aug. 31, 2015 | Aug. 29, 2015 | Jul. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders Equity [Line Items] | ||||||||||
Proceeds from Stock Options Exercised | $ 166,000 | $ 814,000 | $ 41,000 | |||||||
Proceeds from Issuance or Sale of Equity | $ 23,300,000 | 6,358,000 | 1,509,000 | 0 | ||||||
Stock Issued During Period, Value, New Issues | 24,384,000 | 42,643,000 | ||||||||
Proceeds from Issuance of Convertible Preferred Stock | 11,953,000 | 0 | 0 | |||||||
Preferred Stock Dividends, Income Statement Impact | 6,962,000 | 0 | 0 | |||||||
Dividends Payable, Current | 73,000 | |||||||||
Proceeds from Issuance of Common Stock | $ 300,000 | $ 0 | $ 25,000,000 | $ 46,000,000 | ||||||
Series A Preferred Stock [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
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. | |||||||||
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, Dividend Rate, Percentage | 2.00% | |||||||||
Preferred Stock Conversion Price Per Share | $ 0.54 | |||||||||
Fbr Capital Markets Co [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 900,628 | 11,000,000 | ||||||||
Proceeds from Issuance of Common Stock for Exclusive Channel Collaboration Agreement | $ 1,550,197 | |||||||||
Stock Issued During Period, Value, New Issues | $ 40,000,000 | |||||||||
Brokerage Commission percentage | 3.00% | |||||||||
Proceeds from Issuance of Common Stock | $ 6,400,000 | |||||||||
Series B Warrants [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Investment Warrants Expiration Date1 | Dec. 31, 2017 | Dec. 31, 2017 | ||||||||
Channel Collaboration Agreement [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Shares, Issued | 937,500 | |||||||||
Stock Issued | $ 3,000,000 | |||||||||
Stock Purchase Agreement [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 1,350,000 | |||||||||
Conversion of Stock, Shares Issued | 1,350,000 | 1,350,000 | ||||||||
Employee Stock Option [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period | 418,773 | 445,334 | 35,006 | |||||||
Proceeds from Stock Options Exercised | $ 814,000 | $ 41,000 | ||||||||
Prev Abr Llc [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 655,321 | |||||||||
Equity Issued in Business Combination, Fair Value Disclosure | $ 1,350,000 | |||||||||
IPO [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
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 | |||||||||
Sale of Stock, Price Per Share | $ 1 | |||||||||
IPO [Member] | Series A Warrants [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.43 | |||||||||
IPO [Member] | Series B Warrants [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.72 | |||||||||
Investment Warrants Expiration Date1 | Dec. 31, 2017 | |||||||||
Private Placement [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 15,333,333 | |||||||||
Noninterest Expense Offering Cost | $ 3,400,000 | |||||||||
Proceeds from Issuance Initial Public Offering | 42,600,000 | |||||||||
Gross Proceeds From Issuance Initial Public Offering | 46,000,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | |||||||||
Shares Issued, Price Per Share | $ 3 | |||||||||
Private Placement [Member] | Series A Preferred Stock [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
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 |
Non-controlling Interest (Detai
Non-controlling Interest (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2015 | Aug. 29, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 88.50% | 88.50% | |||
Net Loss Attributable to Non-controlling Interest | $ (318) | $ (548) | $ (1,048) | ||
Noncontrolling Interest, Ownership Percentage by Parent | 11.50% | 11.50% | |||
Stockholders Equity Attributable to Noncontrolling Interest | $ (1,914) | $ (1,596) | |||
Consolidation, Eliminations [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Net Loss Attributable to Non-controlling Interest | 548 | ||||
Dr. Pimentels [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Stockholders Equity Attributable to Noncontrolling Interest | $ 1,000 | ||||
Dr. Pimentels [Member] | Consolidation, Eliminations [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Stockholders Equity Attributable to Noncontrolling Interest | $ 505,000 | ||||
Biomics and Mark Pimentel [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 8.50% | ||||
Stock Purchase Agreement [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Conversion of Stock, Shares Issued | 1,350,000 | 1,350,000 |
License, Collaborative and Em42
License, Collaborative and Employment Agreements and Commitments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | |
2,018 | $ 292 |
2,019 | 300 |
2,020 | 309 |
2,021 | 321 |
2,022 | 192 |
Total | 1,414 |
Operating Lease [Member] | |
Other Commitments [Line Items] | |
2,018 | 292 |
2,019 | 300 |
2,020 | 309 |
2,021 | 321 |
2,022 | 192 |
Total | $ 1,414 |
License, Collaborative and Em43
License, Collaborative and Employment Agreements and Commitments (Details Textual) - USD ($) | Dec. 04, 2017 | Dec. 04, 2015 | Aug. 10, 2015 | Dec. 05, 2013 | Oct. 05, 2012 | Nov. 30, 2017 | Jan. 17, 2017 | Aug. 31, 2015 | Aug. 29, 2015 | Apr. 28, 2015 | Apr. 17, 2014 | Dec. 19, 2012 | Nov. 28, 2012 | Feb. 29, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 |
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Line of Credit Facility, Periodic Payment, Interest | $ 381,150 | |||||||||||||||||
Research and Development Expense | 18,784,000 | $ 29,109,000 | $ 32,906,000 | |||||||||||||||
Operating Leases, Rent Expense | 199,000 | 145,000 | 108,000 | |||||||||||||||
Officers Compensation | $ 385,000 | $ 348,000 | 385,000 | |||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 292,000 | |||||||||||||||||
Payments for Fees | $ 5,500,000 | |||||||||||||||||
Payments to Acquire in Process Research and Development | 643,000 | $ 424,000 | ||||||||||||||||
Exchange percentage of unregistered common stock | 50.00% | |||||||||||||||||
Proceeds from (Repurchase of) Equity, Total | $ 3,000,000 | 3,000,000 | ||||||||||||||||
Options To Be Received Common Stock Shares | 2,000,000 | |||||||||||||||||
Operating Annual Lease Payments | $ 285,843 | |||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Converted | 1,350,000 | |||||||||||||||||
Conversion of Stock, Shares Issued | 1,350,000 | 1,350,000 | ||||||||||||||||
Channel Collaboration Agreement [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Shares, Issued | 937,500 | |||||||||||||||||
Stock Issued | $ 3,000,000 | |||||||||||||||||
Mark Pimentel [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Common stock Outstanding Percentage | 0.00% | |||||||||||||||||
Licensing Agreements [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Payments for Fees | $ 150,000 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 334,911 | |||||||||||||||||
Patents [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Payments for Fees | $ 220,000 | |||||||||||||||||
Riley Employment Agreement [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Officers Compensation | $ 200,000 | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 550,000 | $ 385,000 | $ 188,927 | |||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 75.00% | 75.00% | ||||||||||||||||
Shallcross Employment Agreement [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Cash Payment for License Agreement | 8,000 | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 315,000 | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 75.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 900,000 | |||||||||||||||||
Jeffrey Riley [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 1,700,000 | |||||||||||||||||
Officers Compensation | $ 750,000 | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 75.00% | |||||||||||||||||
Steven A. Shallcross [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,900,000 | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | 346,500 | |||||||||||||||||
Intrexon [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Research and Development Expense | $ 7,800,000 | |||||||||||||||||
Milestone Payment | 27,000,000 | |||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 3,552,210 | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.001 | |||||||||||||||||
Milestone Payment upon First Dosing | $ 2,000,000 | 2,000,000 | ||||||||||||||||
Intrexon [Member] | Minimum [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Royalty Revenue, Total | 100,000,000 | |||||||||||||||||
Intrexon [Member] | Maximum [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Royalty Revenue, Total | $ 750,000,000 | |||||||||||||||||
Prev Abr Llc [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Additional Cash Payment for License Agreement | $ 235,000 | |||||||||||||||||
Unregistered Shares Issued to License Agreement | 625,000 | |||||||||||||||||
Additional Consideration Payable | 50% in cash and 50% in our stock | |||||||||||||||||
Options To Be Received Common Stock Shares | 655,321 | |||||||||||||||||
Cedars-Sinai Medical Center [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Common stock Outstanding Percentage | 0.00% | |||||||||||||||||
Office Space In Ann Arbor [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 40,000 | |||||||||||||||||
Office Space In Rockville [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Operating Annual Lease Payments | $ 142,172 | |||||||||||||||||
December 31, 2014 [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 50,000 | |||||||||||||||||
December 31, 2015 [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 25,000 | |||||||||||||||||
Phase I Clinical Trials [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Milestone Payment | 50,000 | |||||||||||||||||
Phase III Clinical Trials [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Milestone Payment | 100,000 | |||||||||||||||||
NDA Submission In US [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Milestone Payment | 250,000 | $ 2,500,000 | ||||||||||||||||
European Medicines Agency Approval [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Milestone Payment | 100,000 | |||||||||||||||||
Regulatory Approval In Asian Country [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Milestone Payment | 100,000 | |||||||||||||||||
First Year [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Research Agreement Fixed Fee | 303,287 | |||||||||||||||||
Second Year [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Research Agreement Fixed Fee | 316,438 | |||||||||||||||||
Third Year [Member] | ||||||||||||||||||
License, Collaborative and Employment Agreements and Commitments [Line Items] | ||||||||||||||||||
Research Agreement Fixed Fee | $ 328,758 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Components Of Income Tax Expense Benefit [Line Items] | ||
Computed “expected” tax-benefit - Federal | $ (5,267) | $ (9,453) |
Computed “expected” tax-benefit - State | (613) | (1,101) |
Adjustment of “expected” tax-benefit to actual | (2) | (431) |
Meals, entertainment and other | 10 | 10 |
Non-deductible stock-based compensation | 502 | 574 |
Fair Market Value Adjustment - Warrants | (4,076) | (4,332) |
Impact of U.S. tax reform | 21,555 | 0 |
Change in valuation allowance | (12,109) | 14,733 |
Income tax expense | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Stock issued for services | $ 1,730 | $ 1,861 |
Accrued compensation | 164 | 119 |
Stock issued for acquisition of program | 1,202 | 1,576 |
Stock issued for license agreement | 1,947 | 3,147 |
Stock issued for milestone payment | 301 | 478 |
Amortizable license fee | 6 | 9 |
Net operating loss carry-forward | 40,248 | 50,517 |
Total gross deferred tax assets | 45,598 | 57,707 |
Less: valuation allowance | (45,598) | (57,707) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 34.00% | 34.00% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 3.96% | 3.96% | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 37.96% | 37.96% | ||
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 12,109 | $ (14,733) | ||
Deferred Tax Assets, Valuation Allowance | 45,598 | 57,707 | ||
Operating Loss Carryforwards | $ 156,400 | |||
Operating Loss Carryforwards Expire Date | 2,037 | |||
Effective Income Tax Rate Reconciliation, Percent | 21.00% | |||
Income Tax Expense (Benefit) | $ 0 | $ 0 | ||
Scenario, Plan [Member] | ||||
Income Tax [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 18, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Aug. 07, 2015 | Aug. 31, 2012 | Nov. 30, 2011 | |
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares, Issued | 128,648,365 | 117,254,196 | ||||||
Common Stock, Value, Issued | $ 129,000 | $ 117,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Proceeds from Issuance of Common Stock | $ 300,000 | $ 0 | $ 25,000,000 | $ 46,000,000 | ||||
Series A Warrant [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Exercisable period | 4 years | |||||||
Cedars-Sinai Medical Center [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue Recognition Milestone Method Milestone Payments | $ 350,000 | |||||||
Scott Tarriff [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 300,000 | |||||||
Scott Tarriff [Member] | Series A Warrant [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.43 | |||||||
Scott Tarriff [Member] | Series B Warrant [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.72 | |||||||
Class of Warrant or Right, Date to which Warrants or Rights Exercisable | Dec. 31, 2017 | |||||||
Intrexon [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares, Issued | 937,500 | 3,552,210 | 3,123,558 | |||||
Common Stock, Value, Issued | $ 3,000,000 | $ 7,800,000 | $ 1,700,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 2.20 | $ 0.54 | ||||||
Costs and Expenses, Related Party | $ 2,900,000 | |||||||
Intrexon [Member] | Research and Development Expense [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Costs and Expenses, Related Party | $ 2,500,000 |
Selected Quarterly Financial 48
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Loss from operations | $ (5,783) | $ (5,842) | $ (6,475) | $ (8,149) | $ (10,204) | $ (9,156) | $ (9,311) | $ (10,581) | ||||
Net (loss) income | $ 2,812 | $ (10,930) | $ (4,315) | $ (3,058) | $ (2,472) | $ (8,489) | $ (5,764) | $ (11,078) | $ (15,174) | $ (27,255) | $ (43,737) | |
Net (loss) income per share - basic (in dollars per share) | $ 0.02 | $ (0.14) | $ (0.03) | $ (0.02) | $ (0.02) | $ (0.09) | $ (0.06) | $ (0.12) | ||||
Net (loss) income per share - dilutive (in dollars per share) | $ 0.02 | $ (0.14) | $ (0.03) | $ (0.02) | $ (0.02) | $ (0.09) | $ (0.10) | $ (0.12) | ||||
Weighted average common share - basic (in shares) | 128,566,883 | 128,279,674 | 123,005,220 | 117,447,260 | 103,804,308 | 91,441,687 | 91,015,733 | 90,826,752 | ||||
Weighted average common share - dilutive (in shares) | 150,847,262 | 128,279,674 | 123,005,220 | 117,447,260 | 103,804,308 | 91,441,687 | 93,930,540 | 90,826,752 | ||||
[1] | Net Income due to gain on remeasurement of the warrant liabilities in excess of the quarter to date loss. |