Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | AmpliPhi Biosciences Corp | |
Entity Central Index Key | 921,114 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | APHB | |
Entity Common Stock, Shares Outstanding | 5,783,503 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 14,351,000 | $ 6,581,000 |
Accounts receivable | 100,000 | |
Prepaid expenses and other current assets | 512,000 | 339,000 |
Total current assets | 14,863,000 | 7,020,000 |
Property and equipment, net | 1,147,000 | 1,220,000 |
In process research and development | 12,446,000 | 12,446,000 |
Acquired patents, net | 354,000 | 369,000 |
Goodwill | 7,562,000 | 7,562,000 |
Total assets | 36,372,000 | 28,617,000 |
Current liabilities | ||
Accounts payable, accrued expenses and other | 1,365,000 | 1,167,000 |
Deferred revenue | 350,000 | 244,000 |
Accrued severance | 321,000 | 457,000 |
Total current liabilities | 2,167,000 | 1,868,000 |
Preferred B stock derivative liability | 10,032,000 | 12,320,000 |
Warrant liability | 3,984,000 | 5,826,000 |
Accrued severance | 98,000 | |
Deferred tax liability | 3,078,000 | 3,078,000 |
Dividends payable | 131,000 | |
Total liabilities | 19,261,000 | 23,190,000 |
Series B redeemable convertible preferred stock | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 8,290,353 shares issued and outstanding at June 30, 2015 and 8,671,040 shares issued and outstanding at December 31, 2014 (liquidation preference of $14,053,000 and $14,042,000 at June 30, 2015 and December 31, 2014, respectively) | 4,023,000 | 1,990,000 |
Stockholders' equity (deficit) | ||
Common stock, $0.01 par value, 445,000,000 shares authorized, 5,706,883 shares issued and outstanding at June 30, 2015 and 3,983,182 shares issued and outstanding December 31, 2014 | 57,000 | 40,000 |
Additional paid-in capital | 378,761,000 | 365,403,000 |
Accumulated deficit | (365,730,000) | (362,006,000) |
Total stockholders' equity (deficit) | 13,088,000 | 3,437,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders' equity | $ 36,372,000 | $ 28,617,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
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 | 8,290,353 | 8,671,040 |
Series B redeemable convertible preferred stock, shares outstanding | 8,290,353 | 8,671,040 |
Series B redeemable convertible preferred stock liquidation preference | $ 14,053,000 | $ 14,042,000 |
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 | 5,706,883 | 3,983,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
License and Services Revenue | $ 102,000 | $ 101,000 | $ 204,000 | $ 205,000 |
Operating expenses | ||||
Research and development | 1,077,000 | 1,888,000 | 2,049,000 | 2,899,000 |
General and administrative | 1,617,000 | 1,961,000 | 3,014,000 | 3,588,000 |
Total operating expenses | 2,694,000 | 3,849,000 | 5,063,000 | 6,487,000 |
Loss from operations | (2,592,000) | (3,748,000) | (4,859,000) | (6,282,000) |
Other income (expense) | ||||
Change in fair value of warrant liability | 4,604,000 | 5,404,000 | (86,000) | 2,166,000 |
Change in fair value of Preferred B stock derivative liability | 8,757,000 | 12,217,000 | 1,652,000 | 6,682,000 |
Other expense | (431,000) | |||
Total other income (expense) | 13,361,000 | 17,621,000 | 1,135,000 | 8,848,000 |
Net income (loss) | 10,769,000 | 13,873,000 | (3,724,000) | 2,566,000 |
Accretion of dividends on Series B convertible preferred stock | (1,828,000) | (318,000) | (2,166,000) | (632,000) |
Net income (loss) attributable to common stockholders | $ 8,941,000 | $ 13,555,000 | $ (5,890,000) | $ 1,934,000 |
Per share information: | ||||
Net income (loss) per share of common stock - basic | $ 1.58 | $ 3.69 | $ (1.19) | $ 0.53 |
Weighted average number of shares of common stock outstanding - basic | 5,667,170 | 3,671,801 | 4,960,416 | 3,661,314 |
Net income (loss) per share of common stock - diluted | $ 1.17 | $ 2.09 | $ (1.19) | $ 0.30 |
Weighted average number of shares of common stock outstanding - diluted | 7,658,556 | 6,497,619 | 4,960,416 | 6,514,181 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Redeemable Convertible Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balances at Dec. 31, 2013 | $ 707,000 | $ 36,000 | $ 362,454,000 | $ (385,115,000) | $ (22,625,000) |
Balances (in shares) at Dec. 31, 2013 | 8,859,978 | 3,650,711 | |||
Net income (loss) | 23,109,000 | 23,109,000 | |||
Accretion of dividends on Series B redeemable convertible preferred stock | $ (1,285,000) | 1,285,000 | 1,285,000 | ||
Warrants exercised | $ 1,000 | 1,594,000 | 1,595,000 | ||
Warrants exercised (in shares) | 54,683 | ||||
Conversion of Series B redeemable convertible preferred stock to common stock, value | $ (2,000) | $ 1,000 | 706,000 | 707,000 | |
Conversion of Series B redeemable convertible preferred stock to common stock, shares | (188,938) | 37,788 | |||
Stock-based compensation | 775,000 | 775,000 | |||
Stock-based compensation - severance | 1,161,000 | 1,161,000 | |||
Shares released from escrow | $ 2,000 | (2,000) | |||
Shares released from escrow (in shares) | 240,000 | ||||
Balances at Dec. 31, 2014 | $ 1,990,000 | $ 40,000 | 365,403,000 | (362,006,000) | 3,437,000 |
Balances (in shares) at Dec. 31, 2014 | 8,671,040 | 3,983,182 | |||
Net income (loss) | (3,724,000) | (3,724,000) | |||
Accretion of dividends on Series B redeemable convertible preferred stock | $ (674,000) | 674,000 | 674,000 | ||
Warrants exercised | 1,072,000 | 1,072,000 | |||
Warrants exercised (in shares) | 56,644 | ||||
Amount reclassified to additional paid in capital related to amendment of warrants | 5,462,000 | 5,462,000 | |||
Amount reclassified to Series B redeemable convertible stock to accrete to its redemption value | 1,492,000 | (1,492,000) | $ (1,492,000) | ||
Exercise of common stock options (shares) | 15,163 | (80,000) | |||
Net common stock issued in March 2015 financing | $ 16,000 | 8,250,000 | $ 8,266,000 | ||
Net common stock issued in March 2015 financing (in shares) | 1,575,758 | ||||
Conversion of Series B redeemable convertible preferred stock to common stock, value | $ (133,000) | $ 1,000 | 635,000 | 636,000 | |
Conversion of Series B redeemable convertible preferred stock to common stock, shares | (380,687) | 76,137 | |||
Stock-based compensation | 105,000 | 105,000 | |||
Balances at Jun. 30, 2015 | $ 4,023,000 | $ 57,000 | $ 378,761,000 | $ (365,730,000) | $ 13,088,000 |
Balances (in shares) at Jun. 30, 2015 | 8,290,353 | 5,706,884 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (3,724,000) | $ 2,566,000 |
Adjustments required to reconcile net income (loss) from operations to net cash used in operating activities: | ||
Change in fair value of warrant liability | 86,000 | (2,166,000) |
Change in fair value of Preferred B derivative liability | (1,652,000) | (6,682,000) |
Warrants issued to placement agents | 213,000 | |
Amortization of patents | 15,000 | 15,000 |
Depreciation | 117,000 | 86,000 |
Stock-based compensation | 105,000 | 468,000 |
Changes in operating assets and liabilities net of acquisitions: | ||
Accounts receivable | 100,000 | (128,000) |
Accounts payable, accrued expenses and other | 181,000 | (675,000) |
Accrued severance | (234,000) | |
Prepaid expenses and other current assets | (174,000) | (229,000) |
Net cash used in operating activities | (4,967,000) | (6,745,000) |
Investing activities: | ||
Purchases of property and equipment | (44,000) | (1,060,000) |
Net cash provided by (used in) investing activities | (44,000) | (1,060,000) |
Financing activities: | ||
Proceeds from warrant exercises | 397,000 | |
Proceeds from issuance of common stock, net | 12,384,000 | |
Net cash provided by financing activities | 12,781,000 | |
Net increase (decrease) in cash and cash equivalents | 7,770,000 | (7,805,000) |
Cash and cash equivalents, beginning of period | 6,581,000 | 20,355,000 |
Cash and cash equivalents, end of period | 14,351,000 | 12,550,000 |
Supplemental schedule of non-cash financing activities: | ||
Accretion of Series B redeemable convertible preferred stock | $ 2,166,000 | $ 632,000 |
Fair value of warrant liability upon issuance | 4,210,000 |
Organization and Description of
Organization and Description of the Business | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Description of the Business [Abstract] | |
Organization and Description of the Business | 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 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 $365.7 million and $ 362.0 million as of June 30, 2015 and December 31, 2014 , respectively. The Company completed a $ 13.0 million private placement of common shares in March 2015, which provided the Company net proceeds of approximately $ 12.4 million after commissions to placement agents. We believe that with this capital infusion, the Company has resources sufficient to fund operations through the third quarter of 2016. This estimate is based on the Company’s current product development calendar, projected staffing expenses, working capital requirements, and capital expenditure plans. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . Since the date of those financial statements, there have been no material changes to the Company’s significant accounting policies. The interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Biocontrol, Ampliphi d.o.o., and AmpliPhi Australia. All significant intercompany accounts and transactions have been eliminated. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted account principles as found in the Accounting Standards Codification (ASC) an Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Unaudited Interim Financial Statements The accompanying financial statements are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2015 the results of its operations for the three and six months ended June 30, 2015 and 2014 . The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2015, any other interim periods or any future year or period. Reverse Stock Split On August 3, 2015, the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation with the Secretary of State of the State of Washington that effected a 1-for-50 (1: 50 ) reverse stock split of its common stock, par value $ 0.01 per share , effective August 7, 2015. On August 3, 2015, the Company increased in its authorized common stock, from 445,000,000 to 670,000,000 shares. The par value of its common stock will remain at $0.01 per share, post-split. All warrant, stock option, and per share information in the consolidated financial statements gives retroactive effect to the 1 -for-50 reverse stock split that was effected on August 7, 2015. Use of Estimates 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. 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 June 30, 2015 and December 31, 2014 , management determined no allowance for doubtful accounts was required. 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. 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 Sta ndards 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 were not impaired as of December 31, 2014 . Warrant and Preferred Shares Conversion Feature Liability The Company accounts for warrant and preferred share features with anti-dilution (“down-round”) provisions under the applicable accounting guidance which requires the warrant and the preferred share feature to be recorded as a liability and adjusted to fair value at each reporting period. Foreign Currency Translations and Transactions The functional currency of our wholly-owned subsidiaries is the U.S. dollar. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments [Abstract] | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 3. Fair Value of Financial Assets and Liabilities — Derivative Instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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. 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 Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Items (Level 1) (Level 2) Inputs (Level 3) Total June 30, 2015 Liabilities Preferred B stock derivative liability $ - $ - $ $ Warrant liability - - Total liabilities $ - $ - $ $ December 31, 2014 Liabilities Preferred B stock derivative liability $ - $ - $ $ Warrant liability - - Total liabilities $ - $ - $ $ There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy for the three and six months ended June 30, 2015 and the year ended December 31, 2014 . 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: Preferred B Warrant Stock Derivative Liability Liability Balance, December 31, 2014 $ $ Issuances - Exercises - Conversions to common stock - Amount reclassified to additional paid in capital related to amendment of warrants - Changes in estimated fair value Balance, June 30, 2015 $ $ 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. For this liability, the Company develops its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s common stock, stock price volatility, the contractual term of the warrants, risk–free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The following assumptions were used at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 March June July December 2011 2015 2011 2013 2013 2013 Volatility % % % % % % Expected term (years) Risk-free interest rate % % % % % % Dividend yield % % % % % % Exercise price $ $ $ $ $ $ Common stock closing price $ $ $ $ $ $ The warrant liability is recorded on the Company's Balance Sheet and is marked-to-market at each reporting period, with the change in fair value recorded as a component of change in fair value of warrant liability in the Statement of Operations. The fair value of the Series B preferred stock derivative liability on each measurement date is estimated using the Monte Carlo valuation model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market date to support the fair value. This method of valuation involves using inputs such as the fair value of the Company’s common stock, stock price volatility, the contractual term of the warrants, risk–free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the Series B preferred conversion liability is considered a Level 3 measurement. The following assumptions were used at June 30, 2015 and December 31, 2014 : June 30, December 31, 2015 2014 Volatility % % Expected term (years) Risk-free interest rate % % Dividend yield % % Exercise price $ $ Common stock closing price $ $ The Series B preferred stock derivative liability is recorded on the Company's Balance Sheet and is marked-to-market each reporting period, with the change in fair value recorded as a component of change in fair value of Series B preferred stock derivative liability in the Statement of Operations. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
Net Income Loss per Common Share [Abstract] | |
Net Income (Loss) per Common Share | 4. Net Income (Loss) per Common Share The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Basic and diluted net income (loss) per common share calculation: Net income (loss) $ $ $ $ Accretion of redeemable convertible preferred stock Net income (loss) attributable to common stockholders $ $ $ $ Weighted average common shares outstanding - basic Net income (loss) per share of common stock - basic $ $ $ $ Weighted average common shares outstanding - diluted Net income (loss) per share of common stock - diluted $ $ $ $ The following outstanding securities at June 30, 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding for the six months ended June 30, 2015 and 2014 , as they would have been anti-dilutive: June 30, June 30, 2015 2014 Options Warrants Series B redeemable convertible preferred stock as converted Escrow - Total |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2015 | |
Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable Convertible Preferred Stock | 5. Redeemable Convertible Preferred Stock On June 13, 2013, the Company’s Board of Directors approved a resolution designating 10,000,000 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 share is convertible into 0.20 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 June 30, 2015 . At any time on or after June 26, 2018, the holders of at least 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 $ 70.00 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, 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. On April 8, 2015, 107,100 shares of Series B were converted into 21,420 shares of common stock. Due to this conversion, $ 219,000 was reclassified out of the Series B derivative liability account and into shareholders’ equity. On May 4, 2015, 23, 58 7 shares of Series B were converted into 4,7 17 shares of common stock. Due to this conversion, $ 36,000 was reclassified out of the Series B derivative liability account and into shareholders’ equity. On May 11, 2015, 250,000 shares of Series B was converted into 50,000 shares of common stock. Due to this conversion, $ 381,000 was reclassified out of the Series B derivative liability account and into shareholders’ equity. The Company re-measured the fair value of the derivative feature and recorded a gain of $ 8,757,000 for the quarter ended June 30, 2015 to adjust the liability associated with the conversion feature to its estimated fair value of $ 10,032,000 as of June 30, 2015 . For the six months ended June 30, 2015, the Company recorded a gain of $ 1,652,000 related to the change in fair value of the derivative feature. At June 30, 2015, the Company reclassified $ 1,492,000 from additional-paid-in-capital to Series B Redeemable convertible preferred stock to adjust the redemption value of the Series B to actual at that date. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Warrants [Abstract] | |
Warrants | 6. Warrants In connection with the March 16, 2015 private placement of 1,575,758 shares of the Company’s common stock at a price per share of $ 8.25 , the Company issued an aggregate of warrants to purchase 393,939 shares of common stock at an exercise price of $ 10.75 per share to the purchasers of the common stock. In addition, the Company issued warrants to purchase an aggregate of 94,545 shares of common stock to the placement agents. These warrants expire in March 2020 and contain certain provisions that contain a contingent cash payment of $ 2.5 million in liquidated damages to the holders of the warrants in the event the Company fails to take such action to either (i) increase the number of shares of Common Stock the Company is authorized to issue or (ii) effect a reverse split of the Common Stock, in either event sufficient to permit the exercise in full of the Warrants in accordance with their terms. Due to these provisions, the Company accounted for these warrants as liability instruments (see f ootnote 12). The Company measured the fair value of these warrants on March 16, 2015 and recorded an initial warrant liability of $ 4,210 ,000 , of which $ 3,396,000 represented the initial fair value of the warrants issued to investors and $ 81 4 ,000 as the initial fair value of the warrants issued to the placement agents. The Company recorded other expenses of $ 213,000 in the six months ended June 30, 2015 related to the portion of the initial fair value of the placement agent attributable to the initial fair value of the warrants issued to investors in the quarter. In connection with the December 2013 private placement of 1,440,140 shares of the Company’s common stock at a price per share of $ 12.50 , the Company issued an aggregate of warrants to purchase 86,408 shares of common stock at an exercise price of $ 12.50 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. As a result of the March 16, 2015 private placement of common stock at a price of $8.25 per share, the “down-round” provision of these warrants resulted in an adjustment to their exercise price to $ 8.25 as of March 16, 2015. In connection with the private placement of Series B, which occurred through two closings on June 26, 2013 and July 15, 2013, the Company issued an aggregate of warrants to purchase 600,804 shares of common stock at an exercise price of $ 7.00 per share. These warrants, which expire in June 2018 and in July 2018 , respectively, 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 accounts 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 initial warrant liabilities of $ 4,285,000 and $ 674,000 , respectively, as part of the private placement proceeds and expensed $ 759,000 for warrants issued to the placement agent. On December 22, 2011, in connection with the Biocontrol business combination, the Company issued warrants to purchase up to 27,103 shares of its common stock. These warrants expire in December 2016 and are exercisable at a price of $ 23.00 per share. As the terms of these warrants require that they be settled in registered shares of common stock, the Company accounts for these warrants as liability instruments. The Company estimates the fair values of all warrants accounted for as liability instruments using a Monte Carlo valuation model. From February through May 2013, in connection with the issuance of new convertible promissory notes, the Company issued warrants to purchase up to 140,608 shares of its common stock. These warrants expire February through May 2018 and are exercisable at a price of $ 7.00 per share. The Company classifies these warrants as equity instruments. On April 1, 2015, 52,120 warrants, issued on June 26, 2013, were exercised, resulting in the issuance of 52,120 shares of common stock and $ 630,000 being reclassified from the warrant liability account and into shareholders’ equity, based on the fair value of the warrants on the exercise date. On April 29, 2015, 4,524 warrants, issued on June 26, 2013, were exercised, resulting in the issuance of 4,524 shares of common stock and $ 46,000 was reclassified from the warrant liability account and into shareholders’ equity, based on the fair value of the warrants on the exercise date. On May 8, 2015, the Company, upon approval of more than two-thirds of the holders of the 2013 warrants issued on June 26, 2013, July 15, 2013 and December 23, 2013, amended these warrants to remove certain the “down-round” provisions of these warrants. As a result of this amendment, all outstanding warrants from those issuance dates were reclassified as equity instruments resulting in the reclassification of $ 5,462,000 from the warrant liability to shareholders’ equity, reflecting the fair value of these warrants on the amendment date. The Company re-measured the fair value of the warrant liability and recorded a gain of $4,604,000 for the quarter ended June 30, 2015 , reflecting a decrease in the liability associated with the warrants at their estimated fair value, which totaled $ 3,984,000 as o f June 30, 2015 For the s ix months ended June 30, 2015, the Company recorded a loss of $ 86,000 related to the change in fair value of the warrants for that period. All share amounts of warrants are after giving consideration to the 1-for-50 reverse split of the Company’s common stock which was effective August 7, 2015 (see footnote 12.) The following table provides the number of warrants, exercise price and aggregate proceeds to the Company if exercised as of June 30, 2015 and December 31, 2014 : March 2015 2013 Series B Warrants December 2013 2013 Convertible Notes 2011 Totals Weighted Average Exercise Exercise Exercise Exercise Exercise Exercise Shares Price Shares Price Shares Price Shares Price Shares Price Shares Price Balance, December 31, 2014 - $ - $ $ $ $ $ Issuances - - - - - - - - Exercises - - - - - - - - Balance, June 30, 2015 $ $ $ $ $ $ Aggregate proceeds if exercised $ $ $ $ $ $ |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity (Deficit) [Abstract] | |
Stockholders' Equity (Deficit) | 7. Stockholders’ Equity (Deficit) On March 16, 2015, the Company issued and sold 1,575,758 shares of common stock in a private placement at a price of $ 8.25 per share, for aggregate proceeds of $ 13.0 million. In conjunction with this private placement, the Company issued an aggregate of warrants to purchase 393,939 shares of common stock at an exercise price of $ 10.75 per share to the purchasers of the common stock. The Company paid $ 833,000 in fees to its placement agents, along with the issuance of warrants to purchase 94,545 shares of common stock at an exercise price of $ 10.75 per share. The Company valued these warrants as liability instruments and recorded a liability of $ 4,210 ,000 as of March 16, 2015. In the first quarter of 2015, the Company recorded $ 213,000 of other expenses representing the portion of the initial warrant value of the placement agent warrants related to the initial fair value of the warrants issued to the purchasers of the common stock. The remainder of the initial fair value of the warrants of $ 3,998,000 was treated as a reduction of additional paid-in-capital. In addition, $ 218,000 of the fees paid to its placement agent were expensed as other expenses in the six months ended June 30, 2015 as they also represented issuance costs related to the initial fair value of the warrants issued to the purchasers of the common stock. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 8. Stock-Based 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 may also receive 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. The estimated grant-date fair value of the Company’s stock-based awards is amortized ratably over the awards’ service periods. Stock-based compensation expense recognized was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Research and development $ $ $ $ General and administrative Total stock-based compensation $ $ $ $ The following table summarizes stock option activity for the six months ended June 30, 2015 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2014 $ $ Granted - - - - - Exercised - - Forfeited - - - - - Expired - - - Balance, June 30, 2015 $ $ Vested or expected to vest at June 30, 2015 $ $ Exercisable at June 30, 2015 $ $ The intrinsic value of options exercisable as of June 30, 2015 was $0.2 million, based on the Company’s closing stock price of $ 0.19 per share and a weighted average exercise price of $ 9.00 per share. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s common stock, assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s stock. There were no grants of stock options to employees or directors during the three and six months ended June 30, 2015 and 2014 . As of June 30, 2015 , there was $ 0.3 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 1.66 years. Shares Reserved For Further Issuance As of June 30, 2015 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding Available for future grants under the Stock Incentive Plan Warrants Total shares reserved |
Collaborative and Other Agreeme
Collaborative and Other Agreements | 6 Months Ended |
Jun. 30, 2015 | |
Collaborative and Other Agreements [Abstract] | |
Collaborative and Other Agreements | 9. 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. During the three and six months ended June 30, 2015 , the Company recorded no payments under the Collaborative Research and Development Agreement. 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 Intrexon $ 941,000 and $ 357,000 for services provided under this agreement for the years ended December 31, 2014 and December 31, 2013, respectively. During the three and six months ended June 30, 2015 , the Company recorded $ 22,000 in expenses under the Exclusive Channel Collaboration Agreement, with cash payments totaling $ 3,000 and $ 32,000 , respectively. 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 this collaboration, effective as of November 9, 2014. 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. During the three and six months ended June 30, 2015 , the Company recorded payments to the University of Leicester in the amount of $ 50,000 and $ 115,000 , respectively, under the Leicester Development Agreements. No payments to the University of Glasgow were recorded during the three months ended June 30, 2015 and payments in the amount of $ 61,000 six months ended June 30, 2015 under the Leicester Development Agreements. |
Severance Charge
Severance Charge | 6 Months Ended |
Jun. 30, 2015 | |
Severance Charge [Abstract] | |
Severance Charge | 10. 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 2014 of $ 1,864,000 related to severance-period compensation and benefits and stock-based compensation expense related to the accelerated vesting of stock options. The severance accrual as of December 31, 2014 and June 30, 2015 is as follows: Accrued severance, December 31, 2014 $ Payments in 2015 Accrued severance, June 30, 2015 $ |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2015 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 11. Legal Proceedings The Company is not involved in any legal proceedings that it expects to have a material adverse effect on its business, financial condition, results of operations and cash flows. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On August 3, 2015, the Company's Board of Directors and shareholders approved a 1-for- 50 reverse split of the Company's issued and outstanding common stock, effective at 12:01 am on August 7, 2015 . The shares of common stock authorized were also increased to 670 million and retained a par value of $ 0.01 per share. On August 4, 2015, the Company announced that it had been cleared to submit an application to the New York Stock Exchange for l isting on the NYSE MKT, subject to the Company’s satisfaction of the exchange’s listing standards . On August 10 , 2015, the Board of Directors approved a stock option grant to M. Scott Salka, its Chief Executive Officer, of 399,716 shares of common stock pursuant to his employment agreement with the Company dated April 24, 2015. Vesting of such options will depend upon the attainment of certain milestones as set forth in Mr. Salka’s employment agreement. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted account principles as found in the Accounting Standards Codification (ASC) an Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying financial statements are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2015 the results of its operations for the three and six months ended June 30, 2015 and 2014 . The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2015, any other interim periods or any future year or period. |
Use of Estimates | Use of Estimates 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. |
Reverse Stock Split Policy | Reverse Stock Split On August 3, 2015, the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation with the Secretary of State of the State of Washington that effected a 1-for-50 (1: 50 ) reverse stock split of its common stock, par value $ 0.01 per share , effective August 7, 2015. On August 3, 2015, the Company increased in its authorized common stock, from 445,000,000 to 670,000,000 shares. The par value of its common stock will remain at $0.01 per share, post-split. All warrant, stock option, and per share information in the consolidated financial statements gives retroactive effect to the 1 -for-50 reverse stock split that was effected on August 7, 2015. |
Cash and Cash Equivalents | 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 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 June 30, 2015 and December 31, 2014 , management determined no allowance for doubtful accounts was required. |
In Process Research & Development and Goodwill | 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. 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 Sta ndards 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 were not impaired as of December 31, 2014 . |
Warrant and Preferred Shares Conversion Feature Liability | Warrant and Preferred Shares Conversion Feature Liability The Company accounts for warrant and preferred share features with anti-dilution (“down-round”) provisions under the applicable accounting guidance which requires the warrant and the preferred share feature to be recorded as a liability and adjusted to fair value at each reporting period. |
Foreign Currency Translations and Transactions | Foreign Currency Translations and Transactions The functional currency of our wholly-owned subsidiaries is the U.S. dollar. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The Company recorded no comprehensive income other than net income for the periods reported. |
Recent Accounting Pronouncements | 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 Asset20
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivatives And Fair Value [Line Items] | |
Financial Liabilities Measured at Fair Value | 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 Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Items (Level 1) (Level 2) Inputs (Level 3) Total June 30, 2015 Liabilities Preferred B stock derivative liability $ - $ - $ $ Warrant liability - - Total liabilities $ - $ - $ $ December 31, 2014 Liabilities Preferred B stock derivative liability $ - $ - $ $ Warrant liability - - Total liabilities $ - $ - $ $ |
Changes in Fair Value of Derivative and Warrant Liability | 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: Preferred B Warrant Stock Derivative Liability Liability Balance, December 31, 2014 $ $ Issuances - Exercises - Conversions to common stock - Amount reclassified to additional paid in capital related to amendment of warrants - Changes in estimated fair value Balance, June 30, 2015 $ $ |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at June 30, 2015 and December 31, 2014 : June 30, December 31, 2015 2014 Volatility % % Expected term (years) Risk-free interest rate % % Dividend yield % % Exercise price $ $ Common stock closing price $ $ |
Warrant Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 March June July December 2011 2015 2011 2013 2013 2013 Volatility % % % % % % Expected term (years) Risk-free interest rate % % % % % % Dividend yield % % % % % % Exercise price $ $ $ $ $ $ Common stock closing price $ $ $ $ $ $ |
Net Income (Loss) per Common 21
Net Income (Loss) per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Net Income Loss per Common Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Basic and diluted net income (loss) per common share calculation: Net income (loss) $ $ $ $ Accretion of redeemable convertible preferred stock Net income (loss) attributable to common stockholders $ $ $ $ Weighted average common shares outstanding - basic Net income (loss) per share of common stock - basic $ $ $ $ Weighted average common shares outstanding - diluted Net income (loss) per share of common stock - diluted $ $ $ $ |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities at June 30, 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding for the six months ended June 30, 2015 and 2014 , as they would have been anti-dilutive: June 30, June 30, 2015 2014 Options Warrants Series B redeemable convertible preferred stock as converted Escrow - Total |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Warrants [Abstract] | |
Summary of Warrant Information | On April 1, 2015, 52,120 warrants, issued on June 26, 2013, were exercised, resulting in the issuance of 52,120 shares of common stock and $ 630,000 being reclassified from the warrant liability account and into shareholders’ equity, based on the fair value of the warrants on the exercise date. On April 29, 2015, 4,524 warrants, issued on June 26, 2013, were exercised, resulting in the issuance of 4,524 shares of common stock and $ 46,000 was reclassified from the warrant liability account and into shareholders’ equity, based on the fair value of the warrants on the exercise date. On May 8, 2015, the Company, upon approval of more than two-thirds of the holders of the 2013 warrants issued on June 26, 2013, July 15, 2013 and December 23, 2013, amended these warrants to remove certain the “down-round” provisions of these warrants. As a result of this amendment, all outstanding warrants from those issuance dates were reclassified as equity instruments resulting in the reclassification of $ 5,462,000 from the warrant liability to shareholders’ equity, reflecting the fair value of these warrants on the amendment date. The Company re-measured the fair value of the warrant liability and recorded a gain of $4,604,000 for the quarter ended June 30, 2015 , reflecting a decrease in the liability associated with the warrants at their estimated fair value, which totaled $ 3,984,000 as o f June 30, 2015 For the s ix months ended June 30, 2015, the Company recorded a loss of $ 86,000 related to the change in fair value of the warrants for that period. All share amounts of warrants are after giving consideration to the 1-for-50 reverse split of the Company’s common stock which was effective August 7, 2015 (see footnote 12.) The following table provides the number of warrants, exercise price and aggregate proceeds to the Company if exercised as of June 30, 2015 and December 31, 2014 : March 2015 2013 Series B Warrants December 2013 2013 Convertible Notes 2011 Totals Weighted Average Exercise Exercise Exercise Exercise Exercise Exercise Shares Price Shares Price Shares Price Shares Price Shares Price Shares Price Balance, December 31, 2014 - $ - $ $ $ $ $ Issuances - - - - - - - - Exercises - - - - - - - - Balance, June 30, 2015 $ $ $ $ $ $ Aggregate proceeds if exercised $ $ $ $ $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Allocation of Stock-Based Compensation Expenses | The estimated grant-date fair value of the Company’s stock-based awards is amortized ratably over the awards’ service periods. Stock-based compensation expense recognized was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Research and development $ $ $ $ General and administrative Total stock-based compensation $ $ $ $ |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2015 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2014 $ $ Granted - - - - - Exercised - - Forfeited - - - - - Expired - - - Balance, June 30, 2015 $ $ Vested or expected to vest at June 30, 2015 $ $ Exercisable at June 30, 2015 $ $ |
Shares Reserved for Future Issuance | As of June 30, 2015 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding Available for future grants under the Stock Incentive Plan Warrants Total shares reserved |
Severance Charge (Tables)
Severance Charge (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Severance Charge [Abstract] | |
Severance Charges | The severance accrual as of December 31, 2014 and June 30, 2015 is as follows: Accrued severance, December 31, 2014 $ Payments in 2015 Accrued severance, June 30, 2015 $ |
Organization and Description 25
Organization and Description of the Business (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Organization and Description of the Business [Abstract] | ||
Retained earnings (accumulated deficit) | $ (365,730,000) | $ (362,006,000) |
Proceeds from issuance of private placement, gross | 13,000,000 | |
Net proceeds from March 2015 financing | $ 12,400,000 |
Significant Accounting Polici26
Significant Accounting Policies (Details) | Aug. 10, 2015shares | Aug. 07, 2015 | Aug. 03, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Common stock, shares authorized | 445,000,000 | 445,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Options granted in stock option grant | |||||
Subsequent Event [Member] | |||||
Reverse stock split, description | 1-for-50 (1:50) reverse stock split of its common stock, par value $0.01 per share | ||||
Conversion ratio of reverse stock split | 50 | 50 | |||
Common stock, shares authorized | 670,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Options granted in stock option grant | 399,716 |
Fair Value of Financial Asset27
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Fair Value of Financial Liabilities Measured on Recurring Basis) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | $ 10,032,000 | $ 12,320,000 |
Fair value of warrant liability upon issuance | 3,984,000 | 5,826,000 |
Total liabilities | $ 14,016,000 | $ 18,146,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | ||
Fair value of warrant liability upon issuance | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | ||
Fair value of warrant liability upon issuance | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | $ 10,032,000 | $ 12,320,000 |
Fair value of warrant liability upon issuance | 3,984,000 | 5,826,000 |
Total liabilities | $ 14,016,000 | $ 18,146,000 |
Fair Value of Financial Asset28
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Change in Fair Value of Series B Convertible Stock) (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Derivatives And Fair Value [Line Items] | |
Balance, Warrant Liability | $ 5,826,000 |
Balance, Series B Redeemable Preferred Stock | 12,320,000 |
Balance, Warrant Liability | 3,984,000 |
Balance, Series B Redeemable Preferred Stock | 10,032,000 |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, Series B Redeemable Preferred Stock | 12,320,000 |
Conversions to common stock | (636,000) |
Changes in estimated fair value | (1,652,000) |
Balance, Series B Redeemable Preferred Stock | 10,032,000 |
Warrant Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, Warrant Liability | 5,826,000 |
Issuance of warrants | 4,210,000 |
Exercise of warrants | (676,000) |
Amount reclassified to additional paid in capital related to amendment of warrants | (5,462,000) |
Changes in estimated fair value | 86,000 |
Balance, Warrant Liability | $ 3,984,000 |
Fair Value of Financial Asset29
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for Warrants) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
2011 [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 96.00% | 155.00% |
Expected term (years) | 1 year 5 months 23 days | 1 year 11 months 23 days |
Risk-free interest rate | 0.45% | 0.67% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 23 | $ 23 |
Common stock closing price | $ 9.35 | $ 10.50 |
June 2013 [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 155.00% | |
Expected term (years) | 3 years 5 months 27 days | |
Risk-free interest rate | 1.23% | |
Dividend yield | 0.00% | |
Exercise price | $ 7 | |
Common stock closing price | $ 10.50 | |
July 2013 [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 155.00% | |
Expected term (years) | 3 years 6 months 15 days | |
Risk-free interest rate | 1.25% | |
Dividend yield | 0.00% | |
Exercise price | $ 7 | |
Common stock closing price | $ 10.50 | |
December 2013 [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 151.00% | |
Expected term (years) | 3 years 11 months 23 days | |
Risk-free interest rate | 1.37% | |
Dividend yield | 0.00% | |
Exercise price | $ 12.50 | |
Common stock closing price | $ 10.50 | |
March 2015 [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 144.00% | |
Expected term (years) | 4 years 8 months 19 days | |
Risk-free interest rate | 1.55% | |
Dividend yield | 0.00% | |
Exercise price | $ 10.750 | |
Common stock closing price | $ 9.35 |
Fair Value of Financial Asset30
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions Used for Series B Convertible Stock) (Details) - Series B redeemable convertible preferred stock [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Volatility | 112.00% | 91.00% |
Expected term (years) | 1 year | 1 year 4 months |
Risk-free interest rate | 0.20% | 0.36% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 0.14 | $ 0.14 |
Common stock closing price | $ 9.35 | $ 10.50 |
Net Income (Loss) per Common 31
Net Income (Loss) per Common Share (Basic and Diluted Income (Loss) Per Share) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Basic and diluted net loss per common share calculation: | |||||
Net loss and comprehensive loss | $ 10,769,000 | $ 13,873,000 | $ (3,724,000) | $ 2,566,000 | $ 23,109,000 |
Accretion of redeemable convertible preferred stock | (1,828,000) | (318,000) | (2,166,000) | (632,000) | |
Net income (loss) attributable to common stockholders | $ 8,941,000 | $ 13,555,000 | $ (5,890,000) | $ 1,934,000 | |
Weighted average number of shares of common stock outstanding - basic | 5,667,170 | 3,671,801 | 4,960,416 | 3,661,314 | |
Net income (loss) per share of common stock - basic | $ 1.58 | $ 3.69 | $ (1.19) | $ 0.53 | |
Weighted average number of shares of common stock outstanding - diluted | 7,658,556 | 6,497,619 | 4,960,416 | 6,514,181 | |
Net income (loss) per share of common stock - diluted | $ 1.17 | $ 2.09 | $ (1.19) | $ 0.30 |
Net Income (Loss) per Common 32
Net Income (Loss) per Common Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 3,228,356 | 2,852,867 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 360,635 | 333,905 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,209,650 | 544,754 |
Series B redeemable convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,658,071 | 1,734,208 |
Escrow [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 240,000 |
Redeemable Convertible Prefer33
Redeemable Convertible Preferred Stock (Details) | Aug. 07, 2015 | Aug. 03, 2015 | May. 11, 2015USD ($)shares | May. 04, 2015USD ($)shares | Apr. 08, 2015USD ($)shares | Jun. 13, 2013USD ($)$ / sharesshares | Jun. 13, 2013$ / sharesshares | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares |
Class of Stock [Line Items] | |||||||||
Minimum proceeds from conversion of stock upon closing of offering | $ 7,000,000 | ||||||||
Preferred Stock dividend rate | 10.00% | ||||||||
Shares of common stock issued upon conversion of preferred stock | shares | 50,000 | 4,717 | 21,420 | ||||||
Amount reclassified from Series B derivative liability into shareholders' equity | $ 381,000 | $ 36,000 | $ 219,000 | ||||||
Gain (loss) on remeasurement of conversion feature | $ 1,652,000 | ||||||||
Amount reclassified to Series B redeemable convertible stock | $ (1,492,000) | ||||||||
Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse stock split, description | 1-for-50 (1:50) reverse stock split of its common stock, par value $0.01 per share | ||||||||
Conversion ratio of reverse stock split | 50 | 50 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, initial stated value per share | $ / shares | $ 1.40 | $ 1.40 | |||||||
Preferred Stock, par value per share | $ / shares | $ 0.01 | $ 0.01 | |||||||
Number of shares of common stock for which each Series B share can be converted | 0.20 | ||||||||
Preferred Stock, liquidation preference per share | $ / shares | $ 70 | $ 70 | |||||||
Number of shares converted | shares | 250,000 | 23,587 | 107,100 | ||||||
Gain (loss) on remeasurement of conversion feature | $ 8,757,000 | ||||||||
Fair value of Series B stock conversion liability | $ 10,032,000 | $ 10,032,000 | |||||||
Amount reclassified to Series B redeemable convertible stock | $ 1,492,000 |
Warrants (Narrative) (Details)
Warrants (Narrative) (Details) - USD ($) | May. 11, 2015 | May. 04, 2015 | Apr. 29, 2015 | Apr. 08, 2015 | Apr. 01, 2015 | Mar. 16, 2015 | Dec. 22, 2011 | Dec. 31, 2013 | Jul. 15, 2013 | Jun. 30, 2015 | Mar. 31, 2015 | May. 31, 2013 | Jun. 30, 2015 | May. 08, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | |||||||||||||||
Sale of stock, number of shares issued in transaction | 1,440,140 | ||||||||||||||
Sale of stock, price per share | $ 12.50 | $ 0.19 | $ 0.19 | ||||||||||||
Number of securities called by warrants | 393,939 | ||||||||||||||
Exercise price of warrants | $ 10.750 | ||||||||||||||
Warrant liquidation charges if warrants not exercised according to terms | $ 2,500,000 | ||||||||||||||
Warrant liability | $ 3,984,000 | $ 3,984,000 | $ 5,826,000 | ||||||||||||
Other expenses related to issuance of warrants | $ 213,000 | 213,000 | |||||||||||||
Gain on warrant liability | (86,000) | ||||||||||||||
Shares issued upon exercise of warrants | 50,000 | 4,717 | 21,420 | ||||||||||||
Amount reclassified from warrant liability into equity | $ 46,000 | $ 630,000 | |||||||||||||
Series B Placement - June 26, 2013 Warrants [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant liability | $ 4,285,000 | ||||||||||||||
Shares issued upon exercise of warrants | 4,524 | 52,120 | |||||||||||||
Series B Placement - July 15, 2013 Warrants [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant liability | $ 674,000 | ||||||||||||||
Investors [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant liability | $ 3,396,000 | ||||||||||||||
Placement Agent [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Number of securities called by warrants | 94,545 | 86,408 | |||||||||||||
Exercise price of warrants | $ 10.750 | $ 12.50 | |||||||||||||
Warrant liability | $ 814,000 | ||||||||||||||
Other expenses related to issuance of warrants | $ 218,000 | ||||||||||||||
Down Round Position [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Exercise price of warrants | $ 8.250 | ||||||||||||||
Amount reclassified from warrant liability into equity | $ 5,462,000 | ||||||||||||||
Biocontrol Business Combination [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Number of securities called by warrants | 27,103 | ||||||||||||||
Exercise price of warrants | $ 23 | ||||||||||||||
Warrant expiration date | December 2,016 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Number of securities called by warrants | 140,608 | ||||||||||||||
Exercise price of warrants | $ 7 | ||||||||||||||
Warrant expiration date | February through May 2018 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Sale of stock, number of shares issued in transaction | 1,575,758 | ||||||||||||||
Sale of stock, price per share | $ 8.250 | ||||||||||||||
Warrant liability | $ 4,210,000 | ||||||||||||||
Warrant expiration date | March 2,020 | ||||||||||||||
Private Placement - Series B Preferred Stock [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Number of securities called by warrants | 600,804 | ||||||||||||||
Exercise price of warrants | $ 7 | ||||||||||||||
Private Placement - Series B Preferred Stock [Member] | Series B Placement - June 26, 2013 Warrants [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant expiration date | June 2,018 | ||||||||||||||
Private Placement - Series B Preferred Stock [Member] | Series B Placement - July 15, 2013 Warrants [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant expiration date | July 2,018 | ||||||||||||||
Private Placement - Series B Preferred Stock [Member] | Placement Agent [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrant liability | $ 759,000 |
Warrants (Number of Warrants, E
Warrants (Number of Warrants, Exercise Price, Aggregate Proceeds of Warrants if Exercised) (Details) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Issuances | 4,210,000 |
Shares, Balance at June 30, 2015 | 1,209,650 |
Warrants Through March 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | |
Shares, Issuances | 488,485 |
Shares, Balance at June 30, 2015 | 488,485 |
Aggregate proceeds if exercised | $ 5,373,335 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | |
Weighted Average Exercise Price, Issuances | $ 11 |
Weighted Average Exercise Price, Outstanding at June 30, 2015 | $ 11 |
2013 Series B Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 523,690 |
Shares, Exercises | 56,644 |
Shares, Balance at June 30, 2015 | 467,046 |
Aggregate proceeds if exercised | $ 3,269,322 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 7 |
Weighted Average Exercise Price, Exercises | 7 |
Weighted Average Exercise Price, Outstanding at June 30, 2015 | $ 7 |
Warrants Through December 2013 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 86,408 |
Shares, Balance at June 30, 2015 | 86,408 |
Aggregate proceeds if exercised | $ 734,468 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 12.50 |
Weighted Average Exercise Price, Outstanding at June 30, 2015 | $ 8.50 |
Convertible Promissory Notes [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 140,608 |
Shares, Balance at June 30, 2015 | 140,608 |
Aggregate proceeds if exercised | $ 984,256 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 7 |
Weighted Average Exercise Price, Outstanding at June 30, 2015 | $ 7 |
Warrants Through 2011 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 27,103 |
Shares, Balance at June 30, 2015 | 27,103 |
Aggregate proceeds if exercised | $ 623,369 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 23 |
Weighted Average Exercise Price, Outstanding at June 30, 2015 | $ 23 |
Warrant Liability [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 777,809 |
Shares, Issuances | 488,485 |
Shares, Exercises | 56,644 |
Shares, Balance at June 30, 2015 | 1,209,650 |
Aggregate proceeds if exercised | $ 11,975,535 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 8 |
Weighted Average Exercise Price, Issuances | 11 |
Weighted Average Exercise Price, Exercises | 7 |
Weighted Average Exercise Price, Outstanding at June 30, 2015 | $ 9.90 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) | Mar. 16, 2015 | Dec. 31, 2013 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 1,440,140 | ||||
Sale of stock, price per share | $ 12.50 | $ 0.19 | |||
Proceeds from issuance of private placement, gross | $ 13,000,000 | ||||
Number of securities called by warrants | 393,939 | ||||
Exercise price of warrants | $ 10.750 | ||||
Warrant liability | 3,984,000 | $ 5,826,000 | |||
Increase (decrease) to additional paid in capital resulting from warrants issued | $ (3,998,000) | ||||
Other expenses related to issuance of warrants | $ 213,000 | 213,000 | |||
Placement Agent [Member] | |||||
Class of Stock [Line Items] | |||||
Number of securities called by warrants | 94,545 | 86,408 | |||
Exercise price of warrants | $ 10.750 | $ 12.50 | |||
Fees paid to placement agent | $ 833,000 | ||||
Warrant liability | $ 814,000 | ||||
Other expenses related to issuance of warrants | $ 218,000 | ||||
Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 1,575,758 | ||||
Sale of stock, price per share | $ 8.250 | ||||
Proceeds from issuance of private placement, gross | $ 13,000,000 | ||||
Warrant liability | $ 4,210,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2013 | |
Stock-Based Compensation [Abstract] | |||
Vesting period of share-based compensation award | 4 years | ||
Expiration period of share-based payment award | 10 years | ||
Unrecognized compensation cost related to unvested options | $ 300,000 | $ 300,000 | |
Weighted-average remaining period for recognition of compensation costs related to unvested options | 1 year 10 months 28 days | ||
Intrinsic value of options exercisable | $ 202,222 | $ 202,222 | |
Weighted average exercise price of options outstanding | $ 9 | $ 9 | |
Closing stock price | $ 0.19 | $ 0.19 | $ 12.50 |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 52,000 | $ 235,000 | $ 104,000 | $ 468,000 |
Research and development expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 30,000 | 40,000 | 59,000 | 78,000 |
General and administrative expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 22,000 | $ 195,000 | $ 45,000 | $ 390,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Stock-Based Compensation [Abstract] | |||
Shares Available for Grant, Balance at December 31, 2014 | 785,000 | ||
Shares Available for Grant, Granted | |||
Shares Available for Grant, Exercised | |||
Shares Available for Grant, Forfeited | |||
Shares Available for Grant, Expired | |||
Shares Available for Grant, Balance at June 30, 2015 | 785,000 | 785,000 | |
Shares, Balance at December 31, 2014 | 440,695 | ||
Shares, Granted | |||
Shares, Exercised | (80,000) | ||
Shares, Forfeited | |||
Shares, Expired | (60) | ||
Shares, Balance at June 30, 2015 | 360,635 | 440,695 | |
Shares, Vested or expected to vest at June 30, 2015 | 358,504 | ||
Shares, Exercisable at June 30, 2015 | 325,222 | ||
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 9.37 | ||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | $ 8 | ||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Expired | $ 455 | ||
Weighted Average Exercise Price, Outstanding at June 30, 2015 | 9.60 | $ 9.37 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 9.37 | $ 9.37 | $ 9.60 |
Weighted Average Exercise Price, Vested or expected to vest at June 30, 2015 | 9.60 | ||
Weighted Average Exercise Price, Exercisable at June 30, 2015 | $ 9 | ||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 7 years 7 months 13 days | 8 years 2 months 5 days | |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 7 years 7 months 13 days | 8 years 2 months 5 days | |
Average Remaining Contractual Term (Years), Vested or expected to vest at June 30, 2015 | 7 years 7 months 13 days | ||
Average Remaining Contractual Term (Years), Exercisable at June 30, 2015 | 7 years 7 months 6 days | ||
Intrinsic Value, Outstanding at December 31, 2014 | $ 640,837 | ||
Intrinsic Value, Exercised | (149,750) | ||
Intrinsic Value, Outstanding at June 30, 2015 | $ 491,087 | $ 640,837 | |
Intrinsic Value, Vested or expected to vest at June 30, 2015 | $ 202,222 | ||
Intrinsic Value, Exercisable at June 30, 2015 | $ 202,222 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Jun. 30, 2015 | Dec. 31, 2014 |
Stock-Based Compensation [Abstract] | ||
Stock options outstanding | 360,635 | 440,695 |
Available for future grants under the Stock Incentive Plan | 785,000 | 785,000 |
Warrants | 1,209,650 | |
Total shares reserved | 2,355,285 |
Collaborative and Other Agree41
Collaborative and Other Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Cash Paid For Channel Collaboration Agreement | $ 32,000 | |||
Intrexon Corporation [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments For Services Under Collaborative Agreement | $ 941,000 | $ 357,000 | ||
Fees Payable Upon Commencement Of The First Phase 2 Trial | $ 2,500,000 | 2,500,000 | ||
Fees Payable Upon First Regulatory Approval | 5,000,000 | 5,000,000 | ||
Expenses Incurred Under Channel Collaborative Agreement | 22,000 | |||
Cash Paid For Channel Collaboration Agreement | 3,000 | |||
University Of Leicester [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments For Services Under Collaborative Agreement | $ 50,000 | 115,000 | 182,000 | 168,000 |
Collaborative Agreement Expiration Date | Nov. 12, 2015 | |||
University Of Glasgow [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments For Services Under Collaborative Agreement | $ 0 | 61,000 | ||
Walter Reed Army Institute Of Research [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments For Services Under Collaborative Agreement | $ 0 | $ 0 | $ 207,000 | 309,000 |
Common Stock [Member] | Intrexon Corporation [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Stock Issued During Period, Value, Issued for Services | $ 3,000,000 |
Severance Charge (Narrative) (D
Severance Charge (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Severance Charge [Abstract] | |
Severance Costs | $ 1,864,000 |
Severance Charge (Severance Acc
Severance Charge (Severance Accrual) (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Severance Charge [Abstract] | |
Accrued severance, December 31, 2014 | $ 555,000 |
Payments in 2015 | (234,000) |
Accrued severance, June 30, 2015 | $ 321,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 10, 2015shares | Aug. 07, 2015 | Aug. 03, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized | 445,000,000 | 445,000,000 | |||
Options granted in stock option grant | |||||
Subsequent Event [Member] | |||||
Reverse stock split, description | 1-for-50 (1:50) reverse stock split of its common stock, par value $0.01 per share | ||||
Conversion ratio of reverse stock split | 50 | 50 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Common stock, shares authorized | 670,000,000 | ||||
Options granted in stock option grant | 399,716 |