Document_And_Entity_Informatio
Document And Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
Entity Registrant Name | AmpliPhi Biosciences Corp |
Entity Central Index Key | 921114 |
Entity Filer Category | Smaller Reporting Company |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $6,581,000 | $20,355,000 |
Accounts receivable | 100,000 | 8,000 |
Prepaid expenses and other current assets | 339,000 | 297,000 |
Total current assets | 7,020,000 | 20,660,000 |
Property and equipment, net | 1,220,000 | 145,000 |
In process research and development | 12,446,000 | 12,446,000 |
Acquired patents, net | 369,000 | 400,000 |
Goodwill | 7,562,000 | 7,562,000 |
Total assets | 28,617,000 | 41,213,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,167,000 | 2,147,000 |
Deferred revenue | 244,000 | 244,000 |
Accrued severance | 457,000 | 0 |
Total current liabilities | 1,868,000 | 2,391,000 |
Preferred B stock conversion liability | 12,320,000 | 40,791,000 |
Warrant liability | 5,826,000 | 16,871,000 |
Accrued severance | 98,000 | 0 |
Deferred tax liability | 3,078,000 | 3,078,000 |
Total liabilities | 23,190,000 | 63,131,000 |
Series B redeemable convertible preferred stock | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 8,671,040 shares issued and outstanding at December 31, 2014 and 8,859,978 shares issued and outstanding at December 31, 2013 (liquidation preference of $14,042,000 and $13,022,000 at December 31, 2014 and December 31, 2013, respectively) | 1,990,000 | 707,000 |
Stockholders' equity (deficit) | ||
Common stock, $0.01 par value, 445,000,000 shares authorized, 199,159,093 shares issued and outstanding at December 31, 2014 and 182,535,562 shares issued and outstanding at December 31, 2013 | 1,992,000 | 1,825,000 |
Additional paid-in capital | 363,451,000 | 358,828,000 |
Paid-in-capital - contingent shares | 0 | 1,837,000 |
Accumulated deficit | -362,006,000 | -385,115,000 |
Total stockholders’ equity (deficit) | 3,437,000 | -22,625,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders’ equity (deficit) | $28,617,000 | $41,213,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Series B redeemable convertible preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Series B redeemable convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series B redeemable convertible preferred stock, shares issued | 8,671,040 | 8,859,978 |
Series B redeemable convertible preferred stock, shares outstanding | 8,671,040 | 8,859,978 |
Temporary Equity, Liquidation Preference | $14,042,000 | $13,022,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 445,000,000 | 445,000,000 |
Common stock, shares issued | 199,159,093 | 182,535,562 |
Common stock, shares outstanding | 199,159,093 | 182,535,562 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $409,000 | $81,000 |
Operating expenses | ||
Research and development | 5,805,000 | 6,469,000 |
General and administrative | 6,850,000 | 5,996,000 |
Severance charge | 1,864,000 | 0 |
Total operating expenses | 14,519,000 | 12,465,000 |
Loss from operations | -14,110,000 | -12,384,000 |
Other income (expense) | ||
Gain (loss) on warrant and derivative liabilities | 37,219,000 | -49,330,000 |
Amortization of note discount | 0 | -2,636,000 |
Interest expense, net | 0 | -233,000 |
Other income (expense), net | 37,219,000 | -52,199,000 |
Net income (loss) | 23,109,000 | -64,583,000 |
Accretion of Series B redeemable convertible preferred stock | -1,285,000 | -618,000 |
Net income (loss) attributable to common stockholders | $21,824,000 | ($65,201,000) |
Net income (loss) per share of common stock - basic (in dollars per share) | $0.12 | ($0.64) |
Net income (loss) per share of common stock - diluted (in dollars per share) | $0.07 | ($0.64) |
Weighted average number of shares of common stock outstanding - basic (in shares) | 187,331,969 | 101,201,753 |
Weighted average number of shares of common stock outstanding - diluted (in shares) | 323,604,642 | 101,201,753 |
Consolidated_Statements_of_Red
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Redeemable Convertible Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balances at Dec. 31, 2012 | $12,943,000 | $0 | $669,000 | $332,806,000 | ($320,532,000) |
Balances (in shares) at Dec. 31, 2012 | 0 | 66,908,810 | |||
Net income (loss) | -64,583,000 | 0 | 0 | 0 | -64,583,000 |
Accretion of Series B convertible preferred stock to its redemption value | 618,000 | 618,000 | 0 | -618,000 | 0 |
Beneficial conversion feature and warrants associated with issuance of convertible loan notes | 2,635,000 | 0 | 0 | 2,635,000 | 0 |
Shares issued for Intrexon | 3,000,000 | 0 | 240,000 | 2,760,000 | 0 |
Shares issued for Intrexon (in shares) | 0 | 24,000,000 | |||
Issuance of preferred stock from conversion of convertible loan notes | 0 | 50,000 | 0 | 0 | 0 |
Issuance of preferred stock from conversion of convertible loan notes (in shares) | 5,016,081 | 0 | |||
Issuance of preferred stock | 0 | 50,000 | 0 | 0 | 0 |
Issuance of preferred stock (in shares) | 4,999,999 | 0 | |||
Preferred shares converted to common stock | 7,084,000 | -11,000 | 115,000 | 6,969,000 | 0 |
Preferred shares converted to common stock (in shares) | -1,156,102 | 11,561,020 | |||
Stock-based compensation | 1,437,000 | 0 | 0 | 1,437,000 | 0 |
Stock options exercised | 13,000 | 0 | 1,000 | 12,000 | 0 |
Stock options exercised (in shares) | 0 | 61,018 | |||
Stock-based compensation - severance | 0 | ||||
Shares released from escrow | 0 | 0 | 80,000 | -80,000 | 0 |
Shares released from escrow (in shares) | 0 | 8,000,000 | |||
Issuance of common stock for December financing | 15,464,000 | 0 | 720,000 | 14,744,000 | 0 |
Issuance of common stock for December financing (in shares) | 0 | 72,007,000 | |||
Escheat shares | 0 | 0 | 0 | 0 | 0 |
Escheat shares (in shares) | 0 | -2,286 | |||
Balances at Dec. 31, 2013 | -22,625,000 | 707,000 | 1,825,000 | 360,665,000 | -385,115,000 |
Balances (in shares) at Dec. 31, 2013 | 8,859,978 | 182,535,562 | |||
Net income (loss) | 23,109,000 | 0 | 0 | 0 | 23,109,000 |
Accretion of Series B convertible preferred stock to its redemption value | 1,285,000 | 1,285,000 | 0 | -1,285,000 | 0 |
Warrants exercised | 1,595,000 | 0 | 28,000 | 1,567,000 | 0 |
Warrants exercised (in shares) | 0 | 2,734,151 | |||
Preferred shares converted to common stock | 707,000 | -2,000 | 19,000 | 688,000 | 0 |
Preferred shares converted to common stock (in shares) | -188,938 | 1,889,380 | |||
Stock-based compensation | 775,000 | 0 | 0 | 775,000 | 0 |
Stock-based compensation - severance | 1,161,000 | 0 | 0 | 1,161,000 | 0 |
Shares released from escrow | 0 | 0 | 120,000 | -120,000 | 0 |
Shares released from escrow (in shares) | 0 | 12,000,000 | |||
Balances at Dec. 31, 2014 | $3,437,000 | $1,990,000 | $1,992,000 | $363,451,000 | ($362,006,000) |
Balances (in shares) at Dec. 31, 2014 | 8,671,040 | 199,159,093 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net income (loss) from operations | $23,109,000 | ($64,583,000) |
Adjustments required to reconcile net income (loss) to cash used in operating activities: | ||
(Gain) loss on warrant and derivative liabilities | -37,219,000 | 49,330,000 |
Shares issued for technology access fee | 0 | 3,000,000 |
Amortization of patents | 31,000 | 31,000 |
Amortization of note discount | 0 | 2,636,000 |
Warrants issued as investment fees | 0 | 759,000 |
Depreciation | 127,000 | 82,000 |
Stock-based compensation | 775,000 | 1,437,000 |
Stock-based compensation - severance | 1,161,000 | 0 |
Changes in operating assets and liabilities, net: | ||
Accounts receivable | -92,000 | 15,000 |
Tax refund | 0 | 618,000 |
Accounts payable and accrued expenses | -977,000 | 454,000 |
Deferred revenue | 0 | 0 |
Accrued severance | 555,000 | 0 |
Prepaid expenses and other current assets | -42,000 | -149,000 |
Interest on loan notes | 0 | 233,000 |
Other | 0 | -155,000 |
Net cash used in operating activities | -12,572,000 | -6,292,000 |
Cash flows from investing activities | ||
Purchases of property and equipment | -1,202,000 | -102,000 |
Net cash used in investing activities | -1,202,000 | -102,000 |
Cash flows from financing activities | ||
Proceeds from December financing | 0 | 16,887,000 |
Proceeds from Series B redeemable convertible preferred stock | 0 | 7,000,000 |
Proceeds from convertible loan notes | 0 | 2,000,000 |
Net cash provided by financing activities | 0 | 25,887,000 |
Net increase (decrease) in cash and cash equivalents | -13,774,000 | 19,493,000 |
Cash and cash equivalents, beginning of period | 20,355,000 | 862,000 |
Cash and cash equivalents, end of period | 6,581,000 | 20,355,000 |
Supplemental schedule of non-cash financing activities: | ||
Conversion of convertible loan notes and accrued interest to Series B Redeemable Convertible Preferred Stock | 0 | 6,316,000 |
Accretion of Series B redeemable convertible preferred stock | 1,285,000 | 618,000 |
Fair value of warrant liability converted upon exercise | $1,595,000 | $0 |
Organization_and_Description_o
Organization and Description of the Business | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Description of the Business |
AmpliPhi Biosciences Corporation (the “Company”) was incorporated in the state of Washington in 1989 under the name Targeted Genetics Corporation. In February 2011, Targeted Genetics Corporation changed its name to AmpliPhi Biosciences Corporation. The Company, headquartered in Richmond, Virginia, is dedicated to developing novel antibacterial solutions called bacteriophage (phage). Phages are naturally occurring viruses that preferentially target and kill their bacterial targets. | |
As a development stage company, we have incurred net losses since our inceptions, have negative operating cash flows, and have an accumulated deficit of $362.0 million and $385.1 million as of December 31, 2014 and December 31, 2013, respectively. The Company completed a private placement equity issuance in March 2015 of approximately $13.0 million and believes that with this capital infusion, there are adequate resources sufficient to fund operations through the second quarter of 2016. This estimate is based on the Company’s product development calendar, projected staffing expenses, working capital requirements, and capital expenditure plans. | |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] | 2. Significant Accounting Policies | ||||
Basis of Presentation | |||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries AmpliPhi Australia Pty Ltd, Biocontrol Limited, Ampliphi d.o.o., Genovo, Inc. (inactive), and TGCF Manufacturing Corporation (inactive). All significant intercompany accounts and transactions have been eliminated. | |||||
Use of Estimates | |||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: the determination of the fair value of stock-based awards, the fair value of liability-classified preferred stock derivatives, the fair value of liability-classified warrants, the valuation of long-lived assets, including in-process research and development (IPR&D), patents and goodwill, accrued expenses and the recoverability of the Company's net deferred tax assets and related valuation allowance. | |||||
Actual results could differ from those estimates. | |||||
Cash and Cash Equivalents | |||||
Cash and cash equivalents consist primarily of deposits with commercial banks and financial institutions. The Company considers cash equivalents to be short-term investments that have a maturity at the time of purchase of three months or less, are readily convertible into cash and have an insignificant level of valuation risk attributable to potential changes in interest rates. Cash equivalents are recorded at cost plus accrued interest, which approximates fair market value. | |||||
Accounts Receivable | |||||
Accounts receivable amounts are stated at their face amounts less any allowance. Provisions for doubtful accounts are estimated based on assessment of the probable collection from specific customer accounts and other known factors. As of December 31, 2014 and December 31, 2013, management determined no allowance for doubtful accounts was required. | |||||
Property and Equipment | |||||
Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement, or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company’s estimated useful life for property and equipment is as follows: | |||||
Estimated Useful Lives | |||||
Laboratory equipment | 5–7 years | ||||
Office and computer equipment | 1–5 years | ||||
Leasehold improvements | Shorter of lease term or useful life | ||||
The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded since inception. | |||||
Prepaid Expenses and Other Current Assets | |||||
Prepaid and other current assets consist primarily of prepaid insurance, deferred licensing costs, and deposits. | |||||
In-Process Research & Development and Goodwill | |||||
In-process research & development (IPR&D) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values. The fair value of the research projects is recorded as intangible assets on the consolidated balance sheet rather than expensed regardless of whether these assets have an alternative future use. The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of research and development efforts associated with the projects. Upon successful completion of each project, the Company will make a determination as to the then remaining useful life of the intangible asset and begin amortization. The Company tests its IPR&D assets for impairment annually. | |||||
Costs of investments in purchased companies in excess of the underlying fair value of net assets at the date of acquisition are recorded as goodwill and assessed annually for impairment. If considered impaired, goodwill will be written down to fair value and a corresponding impairment loss recognized. | |||||
We review the carrying value of IPR&D and goodwill for potential impairment on an annual basis and at any time that events or business conditions indicate that it may be impaired. As permitted under Accounting Standards Codification Topic 350 (“ASC 350”), through December 31, 2014, we have elected to base our assessment of potential impairment on qualitative factors. Based on our assessment, IPR&D and goodwill have not been impaired as of December 31, 2014 and December 31, 2013. | |||||
Patents | |||||
Patents are recorded at fair value and are amortized using the straight-line method over their estimated useful lives. | |||||
During the year ended December 31, 2011, the rights to Biocontrol Limited’s patents were acquired by the Company and patents in the amount of $493,000 were recorded. These patents are amortized over their useful life through December 2026. Annual patent amortization expense for the years ended December 31 is estimated as follows: | |||||
Patent | |||||
Amortization | |||||
2015 | $ | 31,000 | |||
2016 | 31,000 | ||||
2017 | 31,000 | ||||
2018 | 31,000 | ||||
2019 | 31,000 | ||||
Thereafter | 214,000 | ||||
Total patent amortization expense | $ | 369,000 | |||
Stock-Based Compensation | |||||
The Company accounts for stock-based payments under the applicable accounting standard which requires measurement of compensation cost for all share-based payment awards at fair value on the date of grant and recognition of compensation cost over the requisite service period (typically the vesting period) for awards expected to vest. | |||||
Warrants and Preferred Shares Conversion Feature Liability | |||||
The Company accounts for warrants and preferred shares conversion feature with anti-dilution (“down-round”) provisions under the applicable accounting guidance which requires the warrants and the preferred shares conversion feature to be recorded as a liability and adjusted to fair value at each reporting period. | |||||
Foreign Currency Translations and Transactions | |||||
The functional currencies of our wholly owned subsidiaries is the US dollar. | |||||
Revenue Recognition | |||||
The Company generates revenue from technology licenses, collaborative research arrangements and agreements to provide research and development services. Revenue under technology licenses typically consists of nonrefundable, up-front license fees, technology access fees and various other payments. The Company classifies advance payments received in excess of amounts earned as deferred revenue. | |||||
Research and Development Costs | |||||
Research and development costs include salaries, costs of outside collaborators and outside services, allocated facility, occupancy and utility expenses. The Company expenses research and development costs as incurred. | |||||
Income Taxes | |||||
Income taxes are recorded in accordance with the applicable accounting guidance which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||
The Company accounts for uncertain tax positions in accordance with the applicable accounting guidance. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2014 and 2013, the Company does not have any significant uncertain tax positions. | |||||
Basic and Diluted Net Income (Loss) per Common Share | |||||
Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period, excluding the dilutive effectors of preferred stock, warrants to purchase common shares, and stock options. Diluted net income (loss) per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase common stock and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is antidilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between net loss and diluted net loss for 2013. | |||||
Other Comprehensive Income (Loss) | |||||
The Company recorded no comprehensive income other than net income for the periods reported. | |||||
Recent Accounting Pronouncements | |||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. | |||||
Fair_Value_of_Financial_Assets
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||||||||||||||||||||||||||||||||
Derivatives and Fair Value [Text Block] | 3. Fair Value of Financial Assets and Liabilities – Derivative Instruments | ||||||||||||||||||||||||||||||||
The Company measures the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. | |||||||||||||||||||||||||||||||||
U. S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes as fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value: | |||||||||||||||||||||||||||||||||
Level 1 – quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||||||||||||||||||
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. | |||||||||||||||||||||||||||||||||
Level 3 – inputs that are unobservable. | |||||||||||||||||||||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||||||||||||||||||
The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has entered into certain financial instruments and contracts, such as detachable common stock warrants and the issuance of preferred stock with detachable common stock warrants with features that are either i) not afforded equity classification or ii) embody risks not clearly and closely related to host contracts. These instruments are required to be carried as derivative liabilities, at fair value. | |||||||||||||||||||||||||||||||||
The Company estimates fair values of these derivatives utilizing Level 3 inputs. The Company uses the Monte Carlo valuation technique for derivatives as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, risk free rates) necessary to fair value these instruments. | |||||||||||||||||||||||||||||||||
Estimating fair values of derivative financial instruments, including Level 3 instruments, require the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in our trading market price, the trading market price of various peer companies and other key assumptions. Since derivative financial instruments are initially and subsequently carried at fair value, our income will reflect this sensitivity of internal and external factors. | |||||||||||||||||||||||||||||||||
Items measured at fair value on a recurring basis include common stock warrants, and embedded derivatives related to the Company’s redeemable convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial liabilities measured at fair value on a recurring basis: | |||||||||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | |||||||||||||||||||||||||||||||
Items (Level 1) | |||||||||||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||
Series B redeemable convertible preferred stock | $ | — | $ | — | $ | 12,320,000 | $ | 12,320,000 | |||||||||||||||||||||||||
Warrant liability | — | — | 5,826,000 | 5,826,000 | |||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 18,146,000 | $ | 18,146,000 | |||||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||
Series B redeemable convertible preferred stock | $ | — | $ | — | $ | 40,791,000 | $ | 40,791,000 | |||||||||||||||||||||||||
Warrant liability | — | — | 16,871,000 | 16,871,000 | |||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 57,662,000 | $ | 57,662,000 | |||||||||||||||||||||||||
There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company's Series B redeemable convertible preferred stock derivative and warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | |||||||||||||||||||||||||||||||||
Warrant | Series B | ||||||||||||||||||||||||||||||||
Liability | Redeemable | ||||||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 16,871,000 | $ | 40,791,000 | |||||||||||||||||||||||||||||
Reclassification to equity upon conversion or exercise | -1,590,000 | -707,000 | |||||||||||||||||||||||||||||||
Changes in estimated fair value | -9,455,000 | -27,764,000 | |||||||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 5,826,000 | $ | 12,320,000 | |||||||||||||||||||||||||||||
The warrant liability is recorded on its own line item on the Company's Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the Statement of Operations until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The fair value of the warrants on the date of issuance and on each re-measurement date for warrants classified as liabilities is estimated using the Monte Carlo valuation model using the following assumptions: | |||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
2011 | June 26, | July 15, | December 23, | 2011 | June 26, | July 15, 2013 | December 23, | ||||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||||||
Volatility | 155 | % | 155 | % | 155 | % | 151 | % | 155 | % | 152 | % | 151 | % | 164 | % | |||||||||||||||||
Expected term (years) | 1.98 | 3.49 | 3.54 | 3.98 | 2.98 | 4.49 | 4.54 | 4.98 | |||||||||||||||||||||||||
Risk-free interest rate | 0.67 | % | 1.23 | % | 1.25 | % | 1.37 | % | 0.78 | % | 1.5 | % | 1.53 | % | 1.74 | % | |||||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Exercise price | $ | 0.46 | $ | 0.14 | $ | 0.14 | $ | 0.25 | $ | 0.46 | $ | 0.14 | $ | 0.14 | $ | 0.25 | |||||||||||||||||
Common stock closing price | $ | 0.21 | $ | 0.21 | $ | 0.21 | $ | 0.21 | $ | 0.5 | $ | 0.5 | $ | 0.5 | $ | 0.5 | |||||||||||||||||
This method of valuation involves future estimates regarding the price protection feature, among other estimates, and therefore the valuation of these warrants is considered a Level 3 measurement. | |||||||||||||||||||||||||||||||||
The Company accounts for its redeemable convertible preferred stock liability in accordance with the guidance for accounting for certain financial instruments with characteristics of both liabilities and equity. The fair value of the preferred stock derivative on the date of issuance and on each re-measurement date is estimated using the Monte Carlo valuation model using the following assumptions: | |||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Volatility | 91 | % | 177 | % | |||||||||||||||||||||||||||||
Risk-free interest rate | 0.36 | % | 0.48 | % | |||||||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||||||||||
Exercise price | $ | 0.14 | $ | 0.14 | |||||||||||||||||||||||||||||
Common stock closing price | $ | 0.21 | $ | 0.5 | |||||||||||||||||||||||||||||
The Series B redeemable convertible preferred stock derivative liability is recorded on its own line item on the Company's Balance Sheets. The Series B redeemable convertible preferred stock derivative liability is marked-to-market each reporting period with the change in fair value recorded on its own line in the Statement of Operations until the Series B redeemable convertible preferred stock is converted into common stock or redeemed. | |||||||||||||||||||||||||||||||||
Net_Income_Loss_per_Common_Sha
Net Income (Loss) per Common Share | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | 4. Net Income (Loss) per Common Share | |||||||
The following outstanding securities at December, 31, 2014 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Options | 14,000 | 16,000 | ||||||
Warrants | 1,355,164 | 1,355,164 | ||||||
Total | 1,369,164 | 1,371,164 | ||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 5. Property and Equipment | ||||||||||
Property and equipment consist of the following: | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Laboratory equipment | $ | 1,454,000 | $ | 431,000 | |||||||
Office and computer equipment | 59,000 | 65,000 | |||||||||
Leasehold improvements | 185,000 | — | |||||||||
Total gross fixed assets | 1,698,000 | 496,000 | |||||||||
Less: accumulated depreciation and amortization | -478,000 | -351,000 | |||||||||
Property and equipment, net | $ | 1,220,000 | $ | 145,000 | |||||||
Depreciation expense totaled $127,000 and $82,000 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||
Gross | Accumulated | Property and | |||||||||
Fixed Assets | Depreciation | Equipment, net | |||||||||
31-Dec-13 | $ | 496,000 | $ | -351,000 | $ | 145,000 | |||||
2014 Additions | 1,202,000 | — | 1,202,000 | ||||||||
Depreciation expense | — | -127,000 | -127,000 | ||||||||
31-Dec-14 | $ | 1,698,000 | $ | -478,000 | $ | 1,220,000 | |||||
The Company’s Slovenia manufacturing facility accounted for $1,161,000 of its consolidated net property and equipment at December 31, 2014. | |||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | 6. Income Taxes | |||||||
Significant components of our deferred tax assets and liabilities are as follows: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets/(liabilities) | ||||||||
Net operating loss carry-forwards | $ | 61,332,000 | $ | 59,051,000 | ||||
Research and orphan drug credit carry-forwards | 3,855,000 | 3,700,000 | ||||||
Depreciation and amortization | -8,000 | -4,000 | ||||||
Stock options and other | 1,381,000 | 1,121,000 | ||||||
Intangible assets | -3,155,000 | -3,162,000 | ||||||
Net deferred tax assets/(liabilities) | 63,405,000 | 60,708,000 | ||||||
Valuation allowance for deferred tax assets | -66,483,000 | -63,786,000 | ||||||
Net deferred tax assets/(liabilities) | $ | -3,078,000 | $ | -3,078,000 | ||||
At December 31, 2014, the Company had U.S., Australian, Slovenian and UK gross net operating loss carry-forwards, or “NOLs”, of approximately $178.0 million and domestic research tax credit carry-forwards of approximately $3.9 million. The Company had $3.3 million of foreign NOL’s, including $2.5 million generated in 2014. The carry-forwards may be further subject to the application of Section 382 of the Internal Revenue Code of 1986 or the “Code”, as discussed further below. The NOL carry-forwards will begin to expire in 2019. The domestic research tax credit carry-forward will begin to expire in 2019. The Company has provided a valuation allowance to offset the deferred tax assets due to the uncertainty of realizing the benefits of the net deferred tax asset. | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Percent of pre-tax income: | ||||||||
U.S. federal statutory income tax rate | 34 | % | 34 | % | ||||
Warrant liability and preferred stock conversion liability | -54.9 | % | -24.8 | % | ||||
Other permanent differences | 1 | % | -2.1 | % | ||||
State taxes, net of federal benefit | 3.7 | % | 3.7 | % | ||||
Change in valuation allowance | 16.2 | % | -10.8 | % | ||||
Effective income tax rate | 0 | % | 0 | % | ||||
The Company’s past sales and issuances of stock have likely resulted in ownership changes as defined by Section 382 of the Code. A study has not been done at this time because the full valuation allowance eliminating potential profit and loss adjustments due to changes in the gross amount of the NOLs and credits would be offset by a change in the valuation allowance. It is possible that a future analysis may result in the conclusion that a substantial portion, or perhaps substantially all, of the NOLs and credits will expire due to the limitations of Sections 382 and 383 of the Code. As a result, the utilization of the NOLs and tax credits may be limited and a portion of the carry-forwards may expire unused. | ||||||||
The Company does not have any material unrecognized tax benefits as of December 31, 2014. | ||||||||
The Company is subject to U.S. federal tax examinations by tax authorities for the years 1998 to 2014 due to the fact that NOLs exist going back to 1998 that may be utilized on a current or future year tax return. | ||||||||
The Company has a policy of recognizing tax related interest and penalties as additional tax expense when incurred. During the years ended December 31, 2014 and 2013, the Company did not recognize any interest and penalties. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments Disclosure [Text Block] | 7. Commitments and Contingencies | ||||
Operating Leases | |||||
Rent expense under operating leases was $314,000 and $214,000 in 2014 and 2013, respectively. | |||||
Future minimum lease payments, including termination fees, under noncancelable lease agreements as of December 31, 2014, are as follows: | |||||
Operating Lease | |||||
2015 | $ | 71,000 | |||
2016 | 44,000 | ||||
2017 | 44,000 | ||||
2018 | 43,000 | ||||
2019 | 5,000 | ||||
Total minimum lease payments | $ | 207,000 | |||
The Company entered into an agreement with Virginia Biotechnology Research Partnership Authority for Richmond, Virginia laboratory space. At December 31, 2014, the Company’s minimum payment commitment for its rolling three-month lease of this laboratory space was $3,237. | |||||
In December 2014, the Company entered into an agreement with Nevis Limited and Charter Limited for laboratory space in Bedfordshire, United Kingdom. This agreement has an expiration date of December 2017, but the Company may terminate the lease at December 2015 at its option. At December 31, 2014, the Company’s minimum payment commitment for the Company’s Bedfordshire laboratory space was $9,300. | |||||
In 2014, the Company entered into an amended agreement with Office Suites Plus (now Regus Management Group, LLC) for office space in Glen Allen, Virginia. The agreement expires on April 30, 2015. At December 31, 2014, our minimum payment commitment for the Glen Allen space was $13,348. | |||||
In February 2014, the Company entered into an agreement with Avtotehna d.o.o. for manufacturing and research space in Ljubljana-Dobrunje, Slovenia. The lease has a termination date of February 2019, with extension provisions at the option of the Company, and a monthly payment is $3,615. At December 31, 2014, our minimum payment commitment for the Ljubljana-Dobrunje space was $181,757. In addition, the Company expended $185,000 in 2014 for leasehold improvements related to this facility. These costs are being amortized on a straight-line basis over the life of the related lease. | |||||
The Company is subject to legal claims and actions related to the operations of its business. The Company does not expect the ultimate outcome of any such actions to have a material impact on its consolidated financial position or results of operations. | |||||
Collaborative_and_Other_Agreem
Collaborative and Other Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Collaborative And Other Agreement [Abstract] | |
Collaborative Arrangement Disclosure [Text Block] | 8. Collaborative and Other Agreements |
In June 2013, the Company entered into a Collaborative Research and Development Agreement with the United States Army Medical Research and Materiel Command and the Walter Reed Army Institute of Research. The Collaborative Research and Development Agreement will focus on developing and commercializing bacteriophage therapeutics to treat S. aureus, E. coli and P. aeruginosa infections. The Company paid Walter Reed Army Institute of Research $207,000 and $309,000 for services provided under the Collaborative Research and Development Agreement during the years ended December 31, 2014 and December 31, 2013, respectively. | |
In March 2013, the Company entered into an Exclusive Channel Collaboration Agreement with Intrexon Corporation. This agreement allows the Company to utilize Intrexon’s synthetic biology platform for the identification, development and production of bacteriophage-containing human therapeutics. The Company paid a one-time technology access fee in 2013 to Intrexon of $3,000,000 in common stock. The Company shall pay Intrexon, in cash or stock, milestone fees for the initiation and commencement of the first Phase 2 trial of $2,500,000 and $5,000,000 upon the first regulatory approval of any product in any major market country. With regard to each product sold by the Company, the Company will pay, in cash, tiered royalties on a quarterly basis based on net sales of AmpliPhi Products, calculated on a product-by-product basis. No milestones have been met and no milestone payments have been paid to Intrexon through December 31, 2014. The Company paid $941,000 and $357,000 to Intrexon in 2014 and 2013, respectively, for technical services rendered under the agreement. | |
In April 2013, the Company entered into a collaboration agreement with the University of Leicester to develop a phage therapy that targets and kills all toxin types of C. difficle. In August 2013, the Company entered into a collaboration agreement with both the University of Leicester and the University of Glasgow to carry out certain animal model development work. Under these agreements, which are referred to collectively as the Leicester Development Agreements, the Company provides payments to the University of Leicester to carry out in vitro and to the University of Glasgow to carry out animal model development work on the University of Leicester’s development of a bacteriophage therapeutic to resolve C. difficile infections. The Company licensed related patents, materials and know-how from the University of Leicester. Under the Leicester Development Agreements, the University of Leicester will provide the bacteriophage and act as overall project coordinator for the development work. All rights, title and interest to any intellectual property developed under the Leicester Development Agreements belong to the Company Under the Leicester License Agreement, the Company has exclusive rights to certain background intellectual property of the University of Leicester, for which it will pay the University of Leicester royalties based on product sales and make certain milestone payments based on product development. In October 2014, the Company renewed its collaboration agreement, effective as of November 9, 2014, with the University of Leicester to develop phage therapies targeting C. difficle . This agreement expires November 12, 2015. The Company made payments to the University of Leicester under this agreement of $182,000 and $168,000 for the years ended December 31, 2014 and December 31, 2013, respectively. | |
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | 9. Redeemable Convertible Preferred Stock |
On June 13, 2013, the Company’s Board of Directors approved a resolution designating 10,016,080 shares of Preferred Stock as Series B Redeemable Convertible Preferred Stock (Series B) with an initial stated value of $1.40 and par value of $0.01. Each Series B preferred share is convertible into 10 shares of common stock and is entitled to the number of votes equal to the number of shares of common stock. These Series B shares may be converted to common stock by the holder of the shares at any time. The Series B shares shall be automatically converted into common shares upon the closing of an underwritten initial public offering, with aggregate proceeds to the Company of at least $7 million and a price per share to the public of at least the Series B stated value upon the closing of which, the shares of common stock of the Company shall be listed for trading on a major national stock exchange. | |
Holders of the preferred stock are entitled to receive cumulative dividends at the rate of 10%, compounded per annum, of the applicable purchase price per share if and when declared by the board of directors. No dividends have been declared through December 31, 2014. | |
At any time on or after June 23, 2018, the holders of at two-thirds of the outstanding shares of the preferred stock may require the Company to redeem all of the outstanding shares of the preferred stock for an amount equal to the original issue price per share plus any declared and unpaid dividends. | |
Holders of the Series B are entitled to a liquidation preference in an amount equal to $1.40 per share plus all accrued and unpaid dividends in the event of a liquidation, dissolution, or winding-up of the Company, or in the event the Company merges with or is acquired by another entity. | |
In connection with the private placement of Series B Redeemable Convertible Preferred Stock, the Company recorded a liability for an embedded derivative that required bifurcation under the applicable accounting guidance. The embedded derivative includes a redemption feature, multiple dividend features, as well as multiple conversion features with a down-round ratchet provision. The Company estimates the fair values of the conversion feature using a Monte Carlo valuation model. The Company measured the fair value of the conversion feature on June 26, 2013 and July 15, 2013 (dates of issuance) and recorded the initial liability as part of the private placement proceeds. | |
On June 26, 2013, the Company issued 4,999,999 shares of the Company’s newly-created Series B and warrants that would each be used to purchase 12,499,996 shares of common stock at an exercise price of $0.14 per share for an aggregate purchase price of $7.0 million. The value of the derivative liability related to the warrants was $1,886,000 and the value of the derivative liability related to the preferred shares was $6,917,000. As part of the same transaction, the Company converted $5,491,000 in outstanding convertible loan notes (principal and interest) into 4,357,936 shares of Series B and warrants to purchase 10,894,839 shares of common stock at an exercise price of $0.14 per share. The value of the derivative liability related to the warrants was $1,644,000 and the value of the derivative liability related to the preferred shares was $6,029,000. As part of this issuance, the Company issued warrants to purchase 4,999,999 shares of common stock at an exercise price of $0.14 per share with an initial fair value of $759,000 and paid $350,000 to the placement agents. As a result of this financing, all outstanding convertible notes were converted into shares of Series B and warrants to purchase common stock. On July 15, 2013, the remaining outstanding convertible loan notes, totaling $829,277 in principal and interest, were converted into 658,145 shares of Series B and warrants to purchase 1,645,361 shares of common stock at an exercise price of $0.14 per share. The value of the derivative liability related to the warrants was $674,000 and the value of the derivative liability related to the preferred shares was $2,386,000. | |
The Company re-measured the fair value of the conversion feature and recorded a gain of $27,763,000 to adjust the liabilities associated with the conversion feature at their estimated fair value totaling $12,320,000 as of December 31, 2014. | |
Warrants
Warrants | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note Warrants Disclosure [Text Block] | 10. Warrants | |||||||||||||||||||||||||||||||||||||
On December 22, 2011, in connection with the Biocontrol business combination, the Company issued warrants to purchase up to 1,355,164 shares of its common stock. These warrants expire in December 2016 and are exercisable at a price of $0.46 per share. As these warrants must be settled in registered shares of common stock, the Company accounted for these warrants as liabilities. The Company re-measured the fair value of these warrants and recorded a gain of $388,000 to adjust the liability associated with these warrants to their estimated fair value of $172,000 at December 31, 2014. | ||||||||||||||||||||||||||||||||||||||
In connection with the December 2013 private placement of 72,007,000 shares of the Company’s common stock at a price per share of $0.25, the Company issued an aggregate of warrants to purchase 4,320,420 shares of common stock at an exercise price of $0.25 per share to the placement agents. These warrants, which expire December 2018, contain provisions that protect holders from a decline in the issue price of the Company’s common stock (“down-round” provision) and contain net settlement provisions. Due to these provisions, the Company accounted for these warrants as liability instruments. | ||||||||||||||||||||||||||||||||||||||
In connection with the private placement of Series B Redeemable Convertible Preferred Stock, which occurred through two closings on June 26, 2013 and July 15, 2013, respectively, the Company issued an aggregate of warrants to purchase 30,040,194 shares of common stock at an exercise price of $0.14 per share. These warrants, which expire in June 2018 and in July 2018, contain provisions that protect holders from a decline in the issue price of the Company’s common stock (“down-round” provision) and contain net settlement provisions. Due to these provisions, the Company accounted for these warrants as liability instruments. The Company measured the fair value of these warrants on June 26, 2013 and July 15, 2013 and recorded the initial liability as part of the private placement proceeds and expensed $759,000 for the warrants issued to the placement agent. | ||||||||||||||||||||||||||||||||||||||
From February through May 2013, in connection with the issuance of new convertible promissory notes, the Company issued warrants to purchase up to 7,030,387 shares of its common stock. These warrants expire February through May 2018 and are exercisable at a price of $0.14 per share | ||||||||||||||||||||||||||||||||||||||
We estimate the fair values of these securities using a Monte Carlo valuation model. | ||||||||||||||||||||||||||||||||||||||
2013 Convertible | ||||||||||||||||||||||||||||||||||||||
June 26, 2013 | Exercise Price | July 15, 2013 | Exercise Price | December 23, 2013 | Exercise Price | Promissory Notes | Exercise Price | 2011 | Exercise Price | Total | Exercise | |||||||||||||||||||||||||||
Price | ||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2013 | 28,394,834 | $ | 0.14 | 1,645,361 | $ | 0.14 | 4,320,420 | $ | 0.25 | 7,030,387 | $ | 0.14 | 1,355,164 | $ | 0.46 | 42,746,166 | $ | 0.16 | ||||||||||||||||||||
Exercises | -3,855,714 | 0.14 | — | — | — | — | — | — | — | — | -3,855,714 | 0.14 | ||||||||||||||||||||||||||
Balance, December 31, 2014 | 24,539,120 | 0.14 | 1,645,361 | 0.14 | 4,320,420 | 0.25 | 7,030,387 | 0.14 | 1,355,164 | 0.46 | 38,890,452 | 0.16 | ||||||||||||||||||||||||||
Aggregate proceeds if exercised | $ | 3,435,477 | $ | 230,351 | $ | 1,080,105 | $ | 984,254 | $ | 623,375 | $ | 6,353,562 | ||||||||||||||||||||||||||
The Company re-measured the fair value of these warrants and recorded a gain of $9,066,000 in 2014 to adjust the liabilities associated with these warrants to their estimated fair values totaling $5,654,000 as of December 31, 2014. In 2013, the Company recorded a loss of $14,214,000 to record the liability associated with the issuance of the warrants and to adjust the liability to its estimated fair value of $16,311,000 as of December 31, 2013. | ||||||||||||||||||||||||||||||||||||||
No warrants were exercised through December 31, 2013. On June 26, 2014, 3,855,714 warrants were net-share exercised into 2,734,151 shares of common stock. In conjunction with this exercise, $1,595,000 was reclassified from the warrant liability into equity. | ||||||||||||||||||||||||||||||||||||||
Stock_Incentive_Plan_Compensat
Stock Incentive Plan Compensation | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. Stock Incentive Plan Compensation | |||||||||||
The Company’s Stock Incentive Plan provides for the issuance of long-term incentive awards, or awards, in the form of non-qualified and incentive stock options, or Options, stock appreciation rights, stock grants and restricted stock units. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company. The exercise price for Options must not be less than the fair market value of the underlying shares on the date of grant. Options expire no later than ten years from the date of grant and generally vest and become exercisable over a four-year period following the date of grant. Every non-employee member of the Company’s Board of Directors receives an annual non-qualified Option or restricted stock unit grant. Upon the exercise of Options, the Company issues the resulting shares from shares reserved for issuance under the Company’s Incentive Plan. | ||||||||||||
Stock-based compensation expense is reduced by an estimated forfeiture rate derived from historical employee termination behavior. If the actual number of forfeitures differs from the Company’s estimates, the Company may record adjustments to increase or decrease compensation expense in future periods. There were no significant adjustments related to changes in the Company’s estimates for the year ended December 31, 2014 and year ended December 31, 2013. | ||||||||||||
Following is a summary of the amount included as stock-based compensation expense in the accompanying consolidated statements of operations: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Stock options: | ||||||||||||
Research and development | $ | 143,000 | $ | 191,000 | ||||||||
General and administrative | 632,000 | 1,246,000 | ||||||||||
Severance charge | 1,161,000 | — | ||||||||||
Total stock-based compensation expense | $ | 1,936,000 | $ | 1,437,000 | ||||||||
-1 | The severance charge component of stock incentive plan compensation relates to accelerated vesting of stock options held by the Company’s former Chief Executive Officer per the terms of his employment agreement. | |||||||||||
The following table summarizes Option activity: | ||||||||||||
Shares | Weighted Average | Average Remaining | Aggregate | |||||||||
Exercise Price | Contractual Term | Intrinsic | ||||||||||
(Years) | Value | |||||||||||
Outstanding at December 31, 2013 | 24,971,000 | $ | 0.19 | 9.11 | $ | 7,940,000 | ||||||
Granted | 750,000 | 0.28 | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | 3,137,378 | 0.19 | ||||||||||
Expired | 548,875 | 0.25 | ||||||||||
Outstanding at December 31, 2014 | 22,034,747 | $ | 0.19 | 8.18 | $ | 640,837 | ||||||
Exercisable at December 31, 2014 | 19,725,997 | $ | 0.19 | 8.17 | $ | 623,062 | ||||||
Options vested or expected to vest at December 31, 2014 totaled 21,849,294, with an intrinsic value of $639,000. | ||||||||||||
The aggregate intrinsic value is determined using the closing price of the Company’s common stock of $0.50 on December 31, 2014. | ||||||||||||
As of December 31, 2014, the Company had unrecognized compensation cost related to unvested Options of approximately $2,219,000 net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately three years. | ||||||||||||
The fair value of each Option is estimated on the date of grant using the Black-Scholes valuation method with the key inputs as follows: | ||||||||||||
Years Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Risk-free interest rate | 1.3 | % | 0.6 | % | ||||||||
Expected volatility | 160.9 | % | 172.1 | % | ||||||||
Expected term (in years) | 4 | 4 | ||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||
Shares Reserved For Further Issuance | ||||||||||||
As of December 31, 2014, the Company had reserved shares of its common stock for future issuance as follows: | ||||||||||||
Shares Reserved | ||||||||||||
Stock options outstanding | 22,034,747 | |||||||||||
Available for future grants under the 2013 Stock Incentive Plan | 39,250,000 | |||||||||||
Warrants | 38,890,452 | |||||||||||
Total shares reserved | 100,175,199 | |||||||||||
Employee_Retirement_Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 12. Employee Retirement Plan |
The Company sponsors an employee retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. All of the Company’s employees who meet minimum eligibility requirements are eligible to participate in the plan. Matching contributions to the 401(k) plan are made at the discretion of the Company’s Board of Directors. The Company suspended matching contributions effective January 1, 2009 and accordingly no matches were approved in 2013 or 2014. | |
Convertible_Loan_Notes
Convertible Loan Notes | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Notes Payable [Abstract] | |
Long-term Debt [Text Block] | 13. Convertible Loan Notes |
On February 1, 2013, the Company’s Board of Directors approved the issuance of new convertible promissory notes in an aggregate principal amount not to exceed $7,500,000, together with warrants to purchase shares of common stock of the Company. Interest on the unpaid principal balance of these notes shall accrue from the investment date at the rate of ten percent (10%) per annum. The warrants have the right to purchase the number of shares of the Company’s common stock equal to twenty five percent (25%) of the principal amount of such holder’s note divided by $0.14. The company issued $2,000,000 in new convertible loan notes from February through May 2013, converted $1,900,000 of previous convertible loan notes and accrued interest into this new security, and issued warrants for 7,030,387 share of common stock. | |
As a result of the private placement of Series B Redeemable Convertible Preferred Stock that consisted of two closings, occurring on June 26, 2013 and July 15, 2013, respectively, all outstanding convertible notes were converted into shares of Series B Redeemable Convertible Preferred Stock and warrants to purchase shares of common stock at an exercise price of $0.14 per share. On June 26, 2013, as part of the first closing, the Company converted $5,491,001 in outstanding convertible loan notes and accrued interest thereon into 4,357,936 shares of Series B Redeemable Convertible Preferred Stock and warrants to purchase 10,894,839 shares of common stock at an exercise price of $0.14 per share. On July 15, 2013, the remaining outstanding convertible loan notes and accrued interest thereon, totaling $829,277, were converted into 658,145 shares of Series B Redeemable Convertible Preferred Stock and warrants to purchase 1,645,361 shares of common stock at an exercise price of $0.14 per share. | |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 14. Related Parties |
As part of the acquisition of SPH Holdings Pty Ltd, the Company paid $100,000 and issued an additional 2,000,000 shares of common stock to Cellabs Pty Ltd (Cellabs) as part of a repayment agreement for its outstanding loans to SPH Holdings Pty Ltd. In January 2013, the Company paid an additional $50,000 to Cellabs. The remaining loan balance of $200,000 was paid in December 2013. | |
During the year ended December 31, 2013, $110,000 was recognized in general and administrative expenses for management and accounting consultancy fees provided by two shareholders. The Company shares resources in the new Australian operations such as facility space, electricity, insurance, and equipment with Cellabs, owned by a shareholder, and receives a quarterly invoice for these services. The total expense for these services for the year ended December 31, 2014 was $36,000 and for December 31, 2013 was $70,000. As part of the acquisition of SPH, the Company also entered into a loan repayment agreement with Cellabs which was paid in full during 2013. | |
As of December 31, 2014 and December 31, 2013, $3,000 and $152,000, respectively, of current liabilities are due to related parties. | |
Randal J. Kirk, the father of Julian P. Kirk, a member of our board of directors, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Randal J. Kirk is also deemed a holder of more than five percent of the shares of our common stock, as described in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2014 annual meeting of shareholders. In March 2013, the Company entered into an Exclusive Channel Collaboration Agreement with Intrexon Corporation. This agreement allows the Company to utilize Intrexon’s synthetic biology platform for the identification, development and production of bacteriophage-containing human therapeutics. The Company paid a one-time technology access fee in 2013 to Intrexon of $3,000,000 in common stock. The Company shall pay Intrexon, in cash or stock, milestone fees for the initiation and commencement of the first Phase 2 trial of $2,500,000 and $5,000,000 upon the first regulatory approval of any product in any major market country. With regard to each product sold by the Company, the Company will pay, in cash, tiered royalties on a quarterly basis based on net sales of AmpliPhi Products, calculated on a product-by-product basis. No milestones have been met and no milestone payments have been paid to Intrexon through December 31, 2014. However, the Company paid $941,000 and $357,000 to Intrexon in 2014 and 2013, respectively, for technical services rendered under the agreement. | |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common Stock [Text Block] | 15. Common Stock |
In December 2013, the Company issued 72,007,000 shares of the Company's common stock at a price per share of $0.25. As part of this private placement, the Company issued warrants to purchase 4,320,420 shares of common stock at an exercise price of $0.25 per share with an initial fair value of $1,442,000 and paid $1,115,000 to the placement agents. In 2014, the Company accrued and paid to $569,000 to certain shareholders as required by the terms of our Series B Redeemable Convertible Preferred Stock Purchase Agreement. | |
Severance_Charge
Severance Charge | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Severance Charge Abstract [Abstract] | |||||
Severance Charge Disclosure [Text Block] | 16. Severance Charge | ||||
On September 15, 2014, by mutual agreement of the Board of Directors (the “Board”) of the Company and Philip J. Young, Mr. Young stepped down from his role as President and Chief Executive Officer of the Company, effective September 15, 2014. In accordance with Mr. Young’s employment agreements, the Company recorded a severance charge in the quarter ended September 30, 2014 of $1,864,000 related to severance-period compensation and benefits, as well as stock-based compensation expense related to the accelerated vesting of stock options. The composition of the severance charge and activity with regard to the severance liability is as follows: | |||||
Total severance charge | $ | 1,864,000 | |||
Stock-based compensation | -1,161,000 | ||||
Cash compensation | 703,000 | ||||
Payments in 2014 | 148,000 | ||||
Accrued severance, December 31, 2014 | $ | 555,000 | |||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. Subsequent Events |
On March 10, 2015, the Company entered into subscription agreements to issue an aggregate amount of 78,787,880 shares of common stock as well as 19,696,971 common stock warrants for an aggregate purchase price of approximately $13 million as part of a private placement. The purchase price of the common stock was $0.165 per share. The warrants are exercisable at a price per share of $0.215. In addition, the Company issued 4,727,273 common stock warrants to the placement agents at an exercise price of $0.215. These warrants, which expire March 2020, will be exercisable beginning on the later of (i) the first anniversary of the date of issuance and (ii) the date the Company effects a reverse stock split or increases the number of authorized shares of common stock, in either case in an amount sufficient to permit the exercise in full of the warrants issued in this offering; provided that if the reverse stock split or share increase occurs before the first anniversary, the warrants will be exercisable at that time. As the Company does not have currently adequate authorized shares to cover the exercise of these warrants, the Company will account for these warrants as liability instruments. | |
The purchasers of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issues in these transactions. Each of such purchasers was an “accredited investor” under Rule 506 of Regulation D or, if not a “U.S. person”, under Regulation S. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | ||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries AmpliPhi Australia Pty Ltd, Biocontrol Limited, Ampliphi d.o.o., Genovo, Inc. (inactive), and TGCF Manufacturing Corporation (inactive). All significant intercompany accounts and transactions have been eliminated. | |||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: the determination of the fair value of stock-based awards, the fair value of liability-classified preferred stock derivatives, the fair value of liability-classified warrants, the valuation of long-lived assets, including in-process research and development (IPR&D), patents and goodwill, accrued expenses and the recoverability of the Company's net deferred tax assets and related valuation allowance. | |||||
Actual results could differ from those estimates. | |||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||||
Cash and cash equivalents consist primarily of deposits with commercial banks and financial institutions. The Company considers cash equivalents to be short-term investments that have a maturity at the time of purchase of three months or less, are readily convertible into cash and have an insignificant level of valuation risk attributable to potential changes in interest rates. Cash equivalents are recorded at cost plus accrued interest, which approximates fair market value. | |||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable | ||||
Accounts receivable amounts are stated at their face amounts less any allowance. Provisions for doubtful accounts are estimated based on assessment of the probable collection from specific customer accounts and other known factors. As of December 31, 2014 and December 31, 2013, management determined no allowance for doubtful accounts was required. | |||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | ||||
Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement, or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company’s estimated useful life for property and equipment is as follows: | |||||
Estimated Useful Lives | |||||
Laboratory equipment | 5–7 years | ||||
Office and computer equipment | 1–5 years | ||||
Leasehold improvements | Shorter of lease term or useful life | ||||
The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded since inception. | |||||
Other Current Assets [Text Block] | Prepaid Expenses and Other Current Assets | ||||
Prepaid and other current assets consist primarily of prepaid insurance, deferred licensing costs, and deposits. | |||||
In Process Research and Development, Policy [Policy Text Block] | In-Process Research & Development and Goodwill | ||||
In-process research & development (IPR&D) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values. The fair value of the research projects is recorded as intangible assets on the consolidated balance sheet rather than expensed regardless of whether these assets have an alternative future use. The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of research and development efforts associated with the projects. Upon successful completion of each project, the Company will make a determination as to the then remaining useful life of the intangible asset and begin amortization. The Company tests its IPR&D assets for impairment annually. | |||||
Costs of investments in purchased companies in excess of the underlying fair value of net assets at the date of acquisition are recorded as goodwill and assessed annually for impairment. If considered impaired, goodwill will be written down to fair value and a corresponding impairment loss recognized. | |||||
We review the carrying value of IPR&D and goodwill for potential impairment on an annual basis and at any time that events or business conditions indicate that it may be impaired. As permitted under Accounting Standards Codification Topic 350 (“ASC 350”), through December 31, 2014, we have elected to base our assessment of potential impairment on qualitative factors. Based on our assessment, IPR&D and goodwill have not been impaired as of December 31, 2014 and December 31, 2013. | |||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Patents | ||||
Patents are recorded at fair value and are amortized using the straight-line method over their estimated useful lives. | |||||
During the year ended December 31, 2011, the rights to Biocontrol Limited’s patents were acquired by the Company and patents in the amount of $493,000 were recorded. These patents are amortized over their useful life through December 2026. Annual patent amortization expense for the years ended December 31 is estimated as follows: | |||||
Patent | |||||
Amortization | |||||
2015 | $ | 31,000 | |||
2016 | 31,000 | ||||
2017 | 31,000 | ||||
2018 | 31,000 | ||||
2019 | 31,000 | ||||
Thereafter | 214,000 | ||||
Total patent amortization expense | $ | 369,000 | |||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||
The Company accounts for stock-based payments under the applicable accounting standard which requires measurement of compensation cost for all share-based payment awards at fair value on the date of grant and recognition of compensation cost over the requisite service period (typically the vesting period) for awards expected to vest. | |||||
Warrant and Preferred Shares Conversion Feature Liability, Policy [Policy Text Block] | Warrants and Preferred Shares Conversion Feature Liability | ||||
The Company accounts for warrants and preferred shares conversion feature with anti-dilution (“down-round”) provisions under the applicable accounting guidance which requires the warrants and the preferred shares conversion feature to be recorded as a liability and adjusted to fair value at each reporting period. | |||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translations and Transactions | ||||
The functional currencies of our wholly owned subsidiaries is the US dollar. | |||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||
The Company generates revenue from technology licenses, collaborative research arrangements and agreements to provide research and development services. Revenue under technology licenses typically consists of nonrefundable, up-front license fees, technology access fees and various other payments. The Company classifies advance payments received in excess of amounts earned as deferred revenue. | |||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs | ||||
Research and development costs include salaries, costs of outside collaborators and outside services, allocated facility, occupancy and utility expenses. The Company expenses research and development costs as incurred. | |||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||
Income taxes are recorded in accordance with the applicable accounting guidance which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||
The Company accounts for uncertain tax positions in accordance with the applicable accounting guidance. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2014 and 2013, the Company does not have any significant uncertain tax positions. | |||||
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Income (Loss) per Common Share | ||||
Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period, excluding the dilutive effectors of preferred stock, warrants to purchase common shares, and stock options. Diluted net income (loss) per share of common stock is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock and warrants to purchase common stock and stock options outstanding during the period calculated in accordance with the treasury stock method, although these shares, options and warrants are excluded if their effect is antidilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between net loss and diluted net loss for 2013. | |||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. | |||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Property And Equipment Useful Life [Table Text Block] | The Company’s estimated useful life for property and equipment is as follows: | ||||
Estimated Useful Lives | |||||
Laboratory equipment | 5–7 years | ||||
Office and computer equipment | 1–5 years | ||||
Leasehold improvements | Shorter of lease term or useful life | ||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Annual patent amortization expense for the years ended December 31 is estimated as follows: | ||||
Patent | |||||
Amortization | |||||
2015 | $ | 31,000 | |||
2016 | 31,000 | ||||
2017 | 31,000 | ||||
2018 | 31,000 | ||||
2019 | 31,000 | ||||
Thereafter | 214,000 | ||||
Total patent amortization expense | $ | 369,000 | |||
Fair_Value_of_Financial_Assets1
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Derivatives And Fair Value [Line Items] | |||||||||||||||||||||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following fair value hierarchy table presents information about each major category of the Company's financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||||||||||||||||||
Active Markets | Observable Inputs | Unobservable | |||||||||||||||||||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | |||||||||||||||||||||||||||||||
Items (Level 1) | |||||||||||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||
Series B redeemable convertible preferred stock | $ | — | $ | — | $ | 12,320,000 | $ | 12,320,000 | |||||||||||||||||||||||||
Warrant liability | — | — | 5,826,000 | 5,826,000 | |||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 18,146,000 | $ | 18,146,000 | |||||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||
Series B redeemable convertible preferred stock | $ | — | $ | — | $ | 40,791,000 | $ | 40,791,000 | |||||||||||||||||||||||||
Warrant liability | — | — | 16,871,000 | 16,871,000 | |||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 57,662,000 | $ | 57,662,000 | |||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table sets forth a summary of changes in the fair value of the Company's Series B redeemable convertible preferred stock derivative and warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | ||||||||||||||||||||||||||||||||
Warrant | Series B | ||||||||||||||||||||||||||||||||
Liability | Redeemable | ||||||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||||||
Balance as of December 31, 2013 | $ | 16,871,000 | $ | 40,791,000 | |||||||||||||||||||||||||||||
Reclassification to equity upon conversion or exercise | -1,590,000 | -707,000 | |||||||||||||||||||||||||||||||
Changes in estimated fair value | -9,455,000 | -27,764,000 | |||||||||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 5,826,000 | $ | 12,320,000 | |||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Derivatives And Fair Value [Line Items] | |||||||||||||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of the preferred stock derivative on the date of issuance and on each re-measurement date is estimated using the Monte Carlo valuation model using the following assumptions: | ||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Volatility | 91 | % | 177 | % | |||||||||||||||||||||||||||||
Risk-free interest rate | 0.36 | % | 0.48 | % | |||||||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||||||||||
Exercise price | $ | 0.14 | $ | 0.14 | |||||||||||||||||||||||||||||
Common stock closing price | $ | 0.21 | $ | 0.5 | |||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||
Derivatives And Fair Value [Line Items] | |||||||||||||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of the warrants on the date of issuance and on each re-measurement date for warrants classified as liabilities is estimated using the Monte Carlo valuation model using the following assumptions: | ||||||||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
2011 | June 26, | July 15, | December 23, | 2011 | June 26, | July 15, 2013 | December 23, | ||||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||||||
Volatility | 155 | % | 155 | % | 155 | % | 151 | % | 155 | % | 152 | % | 151 | % | 164 | % | |||||||||||||||||
Expected term (years) | 1.98 | 3.49 | 3.54 | 3.98 | 2.98 | 4.49 | 4.54 | 4.98 | |||||||||||||||||||||||||
Risk-free interest rate | 0.67 | % | 1.23 | % | 1.25 | % | 1.37 | % | 0.78 | % | 1.5 | % | 1.53 | % | 1.74 | % | |||||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||||||
Exercise price | $ | 0.46 | $ | 0.14 | $ | 0.14 | $ | 0.25 | $ | 0.46 | $ | 0.14 | $ | 0.14 | $ | 0.25 | |||||||||||||||||
Common stock closing price | $ | 0.21 | $ | 0.21 | $ | 0.21 | $ | 0.21 | $ | 0.5 | $ | 0.5 | $ | 0.5 | $ | 0.5 | |||||||||||||||||
Net_Income_Loss_per_Common_Sha1
Net Income (Loss) per Common Share (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following outstanding securities at December, 31, 2014 and 2013 have been excluded from the computation of diluted weighted shares outstanding, as they would have been anti-dilutive: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Options | 14,000 | 16,000 | ||||||
Warrants | 1,355,164 | 1,355,164 | ||||||
Total | 1,369,164 | 1,371,164 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following: | ||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Laboratory equipment | $ | 1,454,000 | $ | 431,000 | |||||||
Office and computer equipment | 59,000 | 65,000 | |||||||||
Leasehold improvements | 185,000 | — | |||||||||
Total gross fixed assets | 1,698,000 | 496,000 | |||||||||
Less: accumulated depreciation and amortization | -478,000 | -351,000 | |||||||||
Property and equipment, net | $ | 1,220,000 | $ | 145,000 | |||||||
Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals [Table Text Block] | Depreciation expense totaled $127,000 and $82,000 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||
Gross | Accumulated | Property and | |||||||||
Fixed Assets | Depreciation | Equipment, net | |||||||||
31-Dec-13 | $ | 496,000 | $ | -351,000 | $ | 145,000 | |||||
2014 Additions | 1,202,000 | — | 1,202,000 | ||||||||
Depreciation expense | — | -127,000 | -127,000 | ||||||||
31-Dec-14 | $ | 1,698,000 | $ | -478,000 | $ | 1,220,000 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of our deferred tax assets and liabilities are as follows: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets/(liabilities) | ||||||||
Net operating loss carry-forwards | $ | 61,332,000 | $ | 59,051,000 | ||||
Research and orphan drug credit carry-forwards | 3,855,000 | 3,700,000 | ||||||
Depreciation and amortization | -8,000 | -4,000 | ||||||
Stock options and other | 1,381,000 | 1,121,000 | ||||||
Intangible assets | -3,155,000 | -3,162,000 | ||||||
Net deferred tax assets/(liabilities) | 63,405,000 | 60,708,000 | ||||||
Valuation allowance for deferred tax assets | -66,483,000 | -63,786,000 | ||||||
Net deferred tax assets/(liabilities) | $ | -3,078,000 | $ | -3,078,000 | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The Company has provided a valuation allowance to offset the deferred tax assets due to the uncertainty of realizing the benefits of the net deferred tax asset. | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Percent of pre-tax income: | ||||||||
U.S. federal statutory income tax rate | 34 | % | 34 | % | ||||
Warrant liability and preferred stock conversion liability | -54.9 | % | -24.8 | % | ||||
Other permanent differences | 1 | % | -2.1 | % | ||||
State taxes, net of federal benefit | 3.7 | % | 3.7 | % | ||||
Change in valuation allowance | 16.2 | % | -10.8 | % | ||||
Effective income tax rate | 0 | % | 0 | % | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments, including termination fees, under noncancelable lease agreements as of December 31, 2014, are as follows: | ||||
Operating Lease | |||||
2015 | $ | 71,000 | |||
2016 | 44,000 | ||||
2017 | 44,000 | ||||
2018 | 43,000 | ||||
2019 | 5,000 | ||||
Total minimum lease payments | $ | 207,000 | |||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | We estimate the fair values of these securities using a Monte Carlo valuation model. | |||||||||||||||||||||||||||||||||||||
2013 Convertible | ||||||||||||||||||||||||||||||||||||||
June 26, 2013 | Exercise Price | July 15, 2013 | Exercise Price | December 23, 2013 | Exercise Price | Promissory Notes | Exercise Price | 2011 | Exercise Price | Total | Exercise | |||||||||||||||||||||||||||
Price | ||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2013 | 28,394,834 | $ | 0.14 | 1,645,361 | $ | 0.14 | 4,320,420 | $ | 0.25 | 7,030,387 | $ | 0.14 | 1,355,164 | $ | 0.46 | 42,746,166 | $ | 0.16 | ||||||||||||||||||||
Exercises | -3,855,714 | 0.14 | — | — | — | — | — | — | — | — | -3,855,714 | 0.14 | ||||||||||||||||||||||||||
Balance, December 31, 2014 | 24,539,120 | 0.14 | 1,645,361 | 0.14 | 4,320,420 | 0.25 | 7,030,387 | 0.14 | 1,355,164 | 0.46 | 38,890,452 | 0.16 | ||||||||||||||||||||||||||
Aggregate proceeds if exercised | $ | 3,435,477 | $ | 230,351 | $ | 1,080,105 | $ | 984,254 | $ | 623,375 | $ | 6,353,562 | ||||||||||||||||||||||||||
Stock_Incentive_Plan_Compensat1
Stock Incentive Plan Compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Following is a summary of the amount included as stock-based compensation expense in the accompanying consolidated statements of operations: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Stock options: | ||||||||||||
Research and development | $ | 143,000 | $ | 191,000 | ||||||||
General and administrative | 632,000 | 1,246,000 | ||||||||||
Severance charge | 1,161,000 | — | ||||||||||
Total stock-based compensation expense | $ | 1,936,000 | $ | 1,437,000 | ||||||||
-1 | The severance charge component of stock incentive plan compensation relates to accelerated vesting of stock options held by the Company’s former Chief Executive Officer per the terms of his employment agreement. | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes Option activity: | |||||||||||
Shares | Weighted Average | Average Remaining | Aggregate | |||||||||
Exercise Price | Contractual Term | Intrinsic | ||||||||||
(Years) | Value | |||||||||||
Outstanding at December 31, 2013 | 24,971,000 | $ | 0.19 | 9.11 | $ | 7,940,000 | ||||||
Granted | 750,000 | 0.28 | ||||||||||
Exercised | — | — | ||||||||||
Forfeited | 3,137,378 | 0.19 | ||||||||||
Expired | 548,875 | 0.25 | ||||||||||
Outstanding at December 31, 2014 | 22,034,747 | $ | 0.19 | 8.18 | $ | 640,837 | ||||||
Exercisable at December 31, 2014 | 19,725,997 | $ | 0.19 | 8.17 | $ | 623,062 | ||||||
Schedule of Common Stock, Capital Shares Reserved for Future Issuance [Table Text Block] | As of December 31, 2014, the Company had reserved shares of its common stock for future issuance as follows: | |||||||||||
Shares Reserved | ||||||||||||
Stock options outstanding | 22,034,747 | |||||||||||
Available for future grants under the 2013 Stock Incentive Plan | 39,250,000 | |||||||||||
Warrants | 38,890,452 | |||||||||||
Total shares reserved | 100,175,199 | |||||||||||
Stock Compensation Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of each Option is estimated on the date of grant using the Black-Scholes valuation method with the key inputs as follows: | |||||||||||
Years Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Risk-free interest rate | 1.3 | % | 0.6 | % | ||||||||
Expected volatility | 160.9 | % | 172.1 | % | ||||||||
Expected term (in years) | 4 | 4 | ||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||
Severance_Charge_Tables
Severance Charge (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Severance Charge Abstract [Abstract] | |||||
Severance Charge [Table Text Block] | The composition of the severance charge and activity with regard to the severance liability is as follows: | ||||
Total severance charge | $ | 1,864,000 | |||
Stock-based compensation | -1,161,000 | ||||
Cash compensation | 703,000 | ||||
Payments in 2014 | 148,000 | ||||
Accrued severance, December 31, 2014 | $ | 555,000 | |||
Organization_and_Description_o1
Organization and Description of the Business (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization And Description Of The Business [Line Items] | ||
Retained Earnings (Accumulated Deficit), Total | ($362,006,000) | ($385,115,000) |
Proceeds from Issuance of Private Placement | $13,000,000 |
Significant_Accounting_Policie3
Significant Accounting Policies (Details Textual) (Patents [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2011 |
Patents [Member] | ||
Significant Policies [Line Items] | ||
Finite-Lived Intangible Assets, Net | $369,000 | $493,000 |
Significant_Accounting_Policie4
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or useful life |
Maximum [Member] | Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Maximum [Member] | Office and computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Office and computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Significant_Accounting_Policie5
Significant Accounting Policies (Details 1) (Patents [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2011 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 | $31,000 | |
2016 | 31,000 | |
2017 | 31,000 | |
2018 | 31,000 | |
2019 | 31,000 | |
Thereafter | 214,000 | |
Total patent amortization expense | $369,000 | $493,000 |
Fair_Value_of_Financial_Assets2
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B redeemable convertible preferred stock | $12,320,000 | $40,791,000 |
Warrant liability | 5,826,000 | 16,871,000 |
Total liabilities | 18,146,000 | 57,662,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B redeemable convertible preferred stock | 0 | 0 |
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B redeemable convertible preferred stock | 0 | 0 |
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B redeemable convertible preferred stock | 12,320,000 | 40,791,000 |
Warrant liability | 5,826,000 | 16,871,000 |
Total liabilities | $18,146,000 | $57,662,000 |
Fair_Value_of_Financial_Assets3
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivatives And Fair Value [Line Items] | ||
Balance, Warrant Liability | $16,871,000 | |
Balance, Series B Redeemable Preferred Stock | 40,791,000 | |
Balance, Warrant Liability | 5,826,000 | 16,871,000 |
Balance, Series B Redeemable Preferred Stock | 12,320,000 | 40,791,000 |
Series B Redeemable Preferred Stock [Member] | ||
Derivatives And Fair Value [Line Items] | ||
Balance, Series B Redeemable Preferred Stock | 40,791,000 | |
Reclassification To Equity Upon Conversion Or Exercise | -707,000 | |
Changes In Estimated Fair Value | -27,764,000 | |
Balance, Series B Redeemable Preferred Stock | 12,320,000 | |
Warrant Liability [Member] | ||
Derivatives And Fair Value [Line Items] | ||
Balance, Warrant Liability | 16,871,000 | |
Reclassification To Equity Upon Conversion Or Exercise | -1,590,000 | |
Changes In Estimated Fair Value | -9,455,000 | |
Balance, Warrant Liability | $5,826,000 |
Fair_Value_of_Financial_Assets4
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 91.00% | 177.00% |
Expected term (years) | 4 years | 4 years |
Risk-free interest rate | 1.30% | 0.60% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $0.14 | $0.14 |
Common stock closing price | $0.21 | $0.50 |
2011 [Member] | Warrant [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 155.00% | 155.00% |
Expected term (years) | 1 year 11 months 23 days | 2 years 11 months 23 days |
Risk-free interest rate | 0.67% | 0.78% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $0.46 | $0.46 |
Common stock closing price | $0.21 | $0.50 |
June 26, 2013 [Member] | Warrant [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 155.00% | 152.00% |
Expected term (years) | 3 years 5 months 26 days | 4 years 5 months 26 days |
Risk-free interest rate | 1.23% | 1.50% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $0.14 | $0.14 |
Common stock closing price | $0.21 | $0.50 |
July 15, 2013 [Member] | Warrant [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 155.00% | 151.00% |
Expected term (years) | 3 years 6 months 14 days | 4 years 6 months 14 days |
Risk-free interest rate | 1.25% | 1.53% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $0.14 | $0.14 |
Common stock closing price | $0.21 | $0.50 |
December 23, 2013 [Member] | Warrant [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 151.00% | 164.00% |
Expected term (years) | 3 years 11 months 23 days | 4 years 11 months 23 days |
Risk-free interest rate | 1.37% | 1.74% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $0.25 | $0.25 |
Common stock closing price | $0.21 | $0.50 |
Fair_Value_of_Financial_Assets5
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 91.00% | 177.00% |
Risk-free interest rate | 1.30% | 0.60% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $0.14 | $0.14 |
Common stock closing price | $0.21 | $0.50 |
Net_Income_Loss_per_Common_Sha2
Net Income (Loss) per Common Share (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,369,164 | 1,371,164 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,000 | 16,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,355,164 | 1,355,164 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Total gross fixed assets | $1,698,000 | $496,000 |
Less: accumulated depreciation and amortization | -478,000 | -351,000 |
Property and equipment, net | 1,220,000 | 145,000 |
Laboratory equipment [member] | ||
Property, Plant and Equipment [Line Items] | ||
Total gross fixed assets | 1,454,000 | 431,000 |
Office and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total gross fixed assets | 59,000 | 65,000 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total gross fixed assets | $185,000 | $0 |
Property_and_Equipment_Details1
Property and Equipment (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |
Opening Balance Gross Fixed Assets | $496,000 |
2014 Additions Gross Fixed Assets | 1,202,000 |
Depreciation expense Gross Fixed Assets | 0 |
Closing Balance Gross Fixed Assets | 1,698,000 |
Opening Balance Accumulated Depreciation | -351,000 |
2014 Additions Accumulated Depreciation | 0 |
Depreciation expense Accumulated Depreciation | -127,000 |
Closing Balance Accumulated Depreciation | -478,000 |
Opening Balance Property and Equipment, net | 145,000 |
2014 Additions Property and Equipment, net | 1,202,000 |
Depreciation expense Property and Equipment, net | -127,000 |
Closing Balance Property and Equipment, net | $1,220,000 |
Property_and_Equipment_Details2
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Total | $127,000 | $82,000 |
Consolidated Net Fixed Assets | $1,161,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets/(liabilities) | ||
Net operating loss carry-forwards | $61,332,000 | $59,051,000 |
Research and orphan drug credit carry-forwards | 3,855,000 | 3,700,000 |
Depreciation and amortization | -8,000 | -4,000 |
Stock options and other | 1,381,000 | 1,121,000 |
Intangible assets | -3,155,000 | -3,162,000 |
Net deferred tax assets/(liabilities) | 63,405,000 | 60,708,000 |
Valuation allowance for deferred tax assets | -66,483,000 | -63,786,000 |
Net deferred tax assets/(liabilities) | ($3,078,000) | ($3,078,000) |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Percent of pre-tax income: | ||
U.S. federal statutory income tax rate | 34.00% | 34.00% |
Warrant liability and preferred stock conversion liability | -54.90% | -24.80% |
Other permanent differences | 1.00% | -2.10% |
State taxes, net of federal benefit | 3.70% | 3.70% |
Change in valuation allowance | 16.20% | -10.80% |
Effective income tax rate | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $178 |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | 3.9 |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 3.3 |
Tax Credit Carryforward, Amount | $2.50 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
Operating Leased Assets [Line Items] | |
2015 | $71,000 |
2016 | 44,000 |
2017 | 44,000 |
2018 | 43,000 |
2019 | 5,000 |
Total minimum lease payments | $207,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | |
Commitments [Line Items] | |||
Operating Leases, Rent Expense, Net | $314,000 | $214,000 | |
Virgina Biotechnology Research Partnership [Member] | |||
Commitments [Line Items] | |||
Operating Leases, Rent Expense | 3,237 | ||
Nevis Limited And Charter Limited [Member] | |||
Commitments [Line Items] | |||
Labor and Related Expense | 9,300 | ||
Office Suites Plus [Member] | |||
Commitments [Line Items] | |||
Labor and Related Expense | 13,348 | ||
Lease Expiration Date | 30-Apr-15 | ||
Avtotehna [Member] | |||
Commitments [Line Items] | |||
Monthly Rental Expenses | 3,615 | ||
Lease Expiration Date | 28-Feb-19 | ||
Ljubljana Dobrunje [Member] | |||
Commitments [Line Items] | |||
Labor and Related Expense | 181,757 | ||
Ljubljana Dobrunje [Member] | Leasehold Improvements [Member] | |||
Commitments [Line Items] | |||
Labor and Related Expense | $185,000 |
Collaborative_and_Other_Agreem1
Collaborative and Other Agreements (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Payments For Services Under Collaborative Agreement | $207,000 | $309,000 | |
Payments for Royalties | 941,000 | 357,000 | |
Payments to Acquire Intangible Assets | 182,000 | 168,000 | |
Fees For Commencement Of The First Phase | 2,500,000 | 2,500,000 | |
Fees To Be Paid On First Regulatory Approval | 5,000,000 | 5,000,000 | |
Common Stock [Member] | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Stock Issued During Period, Value, Issued for Services | $3,000,000 |
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $27,763,000 | |
Derivative preferred shares conversion liability | 12,320,000 | |
Fair Value Adjustment of Warrants | 0 | 759,000 |
Preferred Stock, Liquidation Preference Per Share | $1.40 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues1 | 0 | |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues1 | 4,999,999 | |
Derivative Liability | 6,917,000 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Derivative Liability | 1,886,000 | |
Convertible Notes Payable One [Member] | ||
Class of Stock [Line Items] | ||
Debt Conversion, Original Debt, Amount | 5,491,000 | |
Warrants Issued During Period Number Of Warrants1 | 4,999,999 | |
Warrants Issued During Period Exercise Price Of Warrants1 | $0.14 | |
Fair Value Adjustment of Warrants | 759,000 | |
Payments of Stock Issuance Costs | 350,000 | |
Convertible Notes Payable One [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Derivative Liability | 6,029,000 | |
Convertible Notes Payable One [Member] | Warrant [Member] | ||
Class of Stock [Line Items] | ||
Derivative Liability | 1,644,000 | |
Convertible Notes Payable Two [Member] | ||
Class of Stock [Line Items] | ||
Warrants Issued During the Period, Number of Warrants | 1,645,361 | |
Debt Conversion, Original Debt, Amount | 829,277 | |
Warrants Issued During Period Exercise Price Of Warrants1 | $0.14 | |
Convertible Notes Payable Two [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Derivative Liability | 2,386,000 | |
Convertible Notes Payable Two [Member] | Warrant [Member] | ||
Class of Stock [Line Items] | ||
Derivative Liability | 674,000 | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 10,016,080 | |
Preferred Stock, Initial Stated Value Per Share | $1.40 | |
Preferred Stock, Par or Stated Value Per Share | $0.01 | |
Debt Instrument, Convertible, Number of Equity Instruments | 10 | |
Preferred Stock, Dividend Rate, Percentage | 10.00% | |
Debt Instrument, Convertible, If-initial public offering proceeds meets Least amount | 7,000,000 | |
Stock Issued During Period, Shares, New Issues1 | 4,999,999 | |
Warrants Issued During the Period, Number of Warrants | 12,499,996 | |
Warrants Issued During the Period, Exercise Price of Warrants | $0.14 | |
Warrants Issued During the Period, Value of Warrants | $7,000,000 | |
Series B Convertible Preferred Stock [Member] | Convertible Notes Payable One [Member] | ||
Class of Stock [Line Items] | ||
Warrants Issued During the Period, Number of Warrants | 10,894,839 | |
Warrants Issued During the Period, Exercise Price of Warrants | $0.14 | |
Debt Conversion, Converted Instrument, Shares Issued | 4,357,936 | |
Series B Convertible Preferred Stock [Member] | Convertible Notes Payable Two [Member] | ||
Class of Stock [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued | 658,145 |
Warrants_Details
Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 30, 2014 | 22,034,747 |
Warrants Through 26-june-13 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 31, 2013 | 28,394,834 |
Shares, Exercises | -3,855,714 |
Shares, Outstanding at December 30, 2014 | 24,539,120 |
Aggregate proceeds if exercised | $3,435,477 |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.14 |
Weighted Average Exercise Price, Exercises | $0.14 |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.14 |
Warrants Through 15-july-13 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 31, 2013 | 1,645,361 |
Shares, Exercises | 0 |
Shares, Outstanding at December 30, 2014 | 1,645,361 |
Aggregate proceeds if exercised | 230,351 |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.14 |
Weighted Average Exercise Price, Exercises | $0 |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.14 |
Warrants Through 23-Dec-13 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 31, 2013 | 4,320,420 |
Shares, Exercises | 0 |
Shares, Outstanding at December 30, 2014 | 4,320,420 |
Aggregate proceeds if exercised | 1,080,105 |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.25 |
Weighted Average Exercise Price, Exercises | $0 |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.25 |
Convertible Promissory Notes [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 31, 2013 | 7,030,387 |
Shares, Exercises | 0 |
Shares, Outstanding at December 30, 2014 | 7,030,387 |
Aggregate proceeds if exercised | 984,254 |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.14 |
Weighted Average Exercise Price, Exercises | $0 |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.14 |
Warrants Through 2011 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 31, 2013 | 1,355,164 |
Shares, Exercises | 0 |
Shares, Outstanding at December 30, 2014 | 1,355,164 |
Aggregate proceeds if exercised | 623,375 |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.46 |
Weighted Average Exercise Price, Exercises | $0 |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.46 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding at December 31, 2013 | 42,746,166 |
Shares, Exercises | -3,855,714 |
Shares, Outstanding at December 30, 2014 | 38,890,452 |
Aggregate proceeds if exercised | $6,353,562 |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.16 |
Weighted Average Exercise Price, Exercises | $0.14 |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.16 |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 26, 2014 | Dec. 31, 2011 | |
Class of Warrant or Right [Line Items] | ||||
Derivative warrants liability | $172,000 | $16,311,000 | ||
Derivative, Gain on Derivative | 388,000 | |||
Derivative, Loss on Derivative | 14,214,000 | |||
Warrants Issued on June 26, 2014 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Exercised During Period Value | 3,855,714 | |||
Common Stock Issued During Period Value Warrants Exercised | 2,734,151 | |||
Reclassifications of Temporary to Permanent Equity | 1,595,000 | |||
Biocontrol Limited [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Issued During the Period, Number of Warrants | 1,355,164 | |||
Warrants Issued During the Period, Exercise Price of Warrants | $0.46 | |||
Derivative warrants liability | 5,654,000 | |||
Derivative, Gain on Derivative | 9,066,000 | |||
Convertible Notes Payable [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Issued During the Period, Number of Warrants | 7,030,387 | |||
Warrants Issued During the Period, Exercise Price of Warrants | $0.14 | |||
Series B Convertible Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Issued During the Period, Number of Warrants | 12,499,996 | |||
Warrants Issued During the Period, Exercise Price of Warrants | $0.14 | |||
Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Stock Issued During Period, Shares, New Issues2 | 72,007,000 | |||
Stock Issued During Period, Exercise Price, New Issues2 | $0.25 | |||
Private Placement [Member] | Series B Convertible Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants Issued During the Period, Number of Warrants | 30,040,194 | |||
Warrants Issued During the Period, Exercise Price of Warrants | $0.14 | |||
Warrants Issuance Costs | $759,000 | |||
Private Placement [Member] | Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Stock Issued During Period, Shares, New Issues2 | 4,320,420 | |||
Warrants Issued During the Period, Number of Warrants | 4,320,420 | |||
Warrants Issued During the Period, Exercise Price of Warrants | $0.25 |
Stock_Incentive_Plan_Compensat2
Stock Incentive Plan Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $1,936,000 | $1,437,000 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 143,000 | 191,000 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 632,000 | 1,246,000 |
Severance Charge [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $1,161,000 | $0 |
Stock_Incentive_Plan_Compensat3
Stock Incentive Plan Compensation (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at December 30, 2014 | 22,034,747 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at December 31, 2013 | 24,971,000 | |
Shares, Granted | 750,000 | |
Shares, Exercised | 0 | |
Shares, Forfeited | 3,137,378 | |
Shares, Expired | 548,875 | |
Shares, Outstanding at December 30, 2014 | 22,034,747 | 24,971,000 |
Shares, Exercisable at December 30, 2014 | 19,725,997 | |
Weighted Average Exercise Price, Outstanding at December 31, 2013 | $0.19 | |
Weighted Average Exercise Price, Granted | $0.28 | |
Weighted Average Exercise Price, Exercised | $0 | |
Weighted Average Exercise Price, Forfeited | $0.19 | |
Weighted Average Exercise Price, Expired | $0.25 | |
Weighted Average Exercise Price, Outstanding at December 30, 2014 | $0.19 | $0.19 |
Weighted Average Exercise Price, Exercisable at December 30, 2014 | $0.19 | |
Average Remaining Contractual Term (Years), Outstanding at December 30, 2014 | 8 years 2 months 5 days | 9 years 1 month 10 days |
Average Remaining Contractual Term (Years), Exercisable at December 30, 2014 | 8 years 2 months 1 day | |
Intrinsic Value, Outstanding at December 30, 2014 | $640,837 | $7,940,000 |
Intrinsic Value, Exercisable at December 30, 2014 | $623,062 |
Stock_Incentive_Plan_Compensat4
Stock Incentive Plan Compensation (Details 2) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.30% | 0.60% |
Expected volatility | 91.00% | 177.00% |
Expected term (in years) | 4 years | 4 years |
Expected dividend yield | 0.00% | 0.00% |
Stock_Incentive_Plan_Compensat5
Stock Incentive Plan Compensation (Details 3) | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding | 22,034,747 |
Available for future grants under the 2013 Stock Incentive Plan | 39,250,000 |
Warrants | 38,890,452 |
Total shares reserved | 100,175,199 |
Stock_Incentive_Plan_Compensat6
Stock Incentive Plan Compensation (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $0.50 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $2,219,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 21,849,294 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $639,000 |
Convertible_Loan_Notes_Details
Convertible Loan Notes (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended |
Jun. 26, 2013 | Dec. 31, 2014 | Feb. 28, 2013 | |
Nonredeemable Convertible Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument Principal Amount Per Share | $0.14 | ||
Warrants to Purchase of Common Stock | 10,894,839 | ||
Conversion of Stock, Amount Converted | $5,491,001 | ||
Conversion of Stock, Shares Converted | 4,357,936 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $0.14 | ||
Redeemable Convertible Preferred Stock One [Member] | |||
Debt Instrument [Line Items] | |||
Warrants to Purchase of Common Stock | 1,645,361 | ||
Conversion of Stock, Amount Converted | 829,277 | ||
Conversion of Stock, Shares Converted | 658,145 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $0.14 | ||
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument Principal Amount Per Share | $0.14 | ||
Debt Instrument, Face Amount | $7,500,000 | ||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||
Convertible Debt [Member] | Convertible Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 7,030,387 | ||
Convertible Debt [Member] | Interest Expense [Member] | |||
Debt Instrument [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,900,000 | ||
Convertible Debt [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Convertible Debt [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 25.00% |
Related_Parties_Details_Textua
Related Parties (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
General and Administrative Expense, Total | $6,850,000 | $5,996,000 |
SPH Holdings Pty Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Payments to Acquire Businesses, Gross | 100,000 | |
Stock Issued During Period, Shares, Acquisitions | 2,000,000 | |
General and Administrative Expense, Total | 110,000 | |
Cost of Services | 36,000 | 70,000 |
Due to Related Parties | 3,000 | 152,000 |
Cellabs [Member] | ||
Related Party Transaction [Line Items] | ||
Payments to Acquire Businesses, Gross | 50,000 | |
Long-term Debt | 200,000 | |
Intrexon Corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Communications and Information Technology | 3,000,000 | |
Payment of Milestone Fees | 2,500,000 | |
Payment of Milestone Fees1 | 5,000,000 | |
Cost of Services, Maintenance Costs | $941,000 | $357,000 |
Common_Stock_Details_Textual
Common Stock (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock [Line Items] | ||
Fair Value Adjustment of Warrants | $0 | $759,000 |
Payment to Shareholders | 569,000 | |
Common Stock [Member] | ||
Common Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues2 | 72,007,000 | |
Shares Issued, Price Per Share | $0.25 | |
Private Placement [Member] | ||
Common Stock [Line Items] | ||
Fair Value Adjustment of Warrants | 1,442,000 | |
Private Placement [Member] | Common Stock [Member] | ||
Common Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues2 | 4,320,420 | |
Shares Issued, Price Per Share | $0.25 | |
Payments for Repurchase of Private Placement | $1,115,000 |
Severance_Charge_Details
Severance Charge (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Severance Charge [Line Items] | |||
Total severance charge | $1,864,000 | $1,864,000 | $0 |
Stock-based compensation | -1,161,000 | 0 | |
Cash compensation | 703,000 | ||
Payments in 2014 | 148,000 | ||
Accrued severance, December 31, 2014 | $555,000 |
Severance_Charge_Details_Textu
Severance Charge (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Severance Costs | $1,864,000 | $1,864,000 | $0 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 10, 2015 | |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, New Issues | $3,000,000 | ||
Issuance of Stock and Warrants for Services or Claims | 0 | 3,000,000 | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 24,000,000 | ||
Shares Issued, Price Per Share | $0.25 | ||
Stock Issued During Period, Value, New Issues | 240,000 | ||
Common Stock [Member] | Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Shares Issued, Price Per Share | $0.25 | ||
Subscription Arrangement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares Issued, Price Per Share | $0.17 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.22 | ||
Subscription Arrangement [Member] | Private Placement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.22 | ||
Stock Issued During Period, Value, New Issues | 13,000,000 | ||
Subscription Arrangement [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 78,787,880 | ||
Issuance of Stock and Warrants for Services or Claims | $4,727,273 | ||
Subscription Arrangement [Member] | Warrant [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 19,696,971 |