Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
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 | 5,883,503 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 11,737,000 | $ 6,581,000 |
Accounts receivable | 40,000 | 100,000 |
Prepaid expenses and other current assets | 785,000 | 339,000 |
Total current assets | 12,562,000 | 7,020,000 |
Property and equipment, net | 1,162,000 | 1,220,000 |
In process research and development | 12,446,000 | 12,446,000 |
Acquired patents, net | 346,000 | 369,000 |
Goodwill | 7,562,000 | 7,562,000 |
Total assets | 34,078,000 | 28,617,000 |
Current liabilities | ||
Accounts payable, accrued expenses and other | 1,153,000 | 1,167,000 |
Deferred revenue | 247,000 | 244,000 |
Accrued severance | 491,000 | 457,000 |
Dividends payable | 368,000 | |
Total current liabilities | 2,259,000 | 1,868,000 |
Series B preferred stock derivative liability | 2,127,000 | 12,320,000 |
Warrant liability | 10,000 | 5,826,000 |
Accrued severance | 98,000 | |
Deferred tax liability | 3,078,000 | 3,078,000 |
Total liabilities | 7,474,000 | 23,190,000 |
Series B redeemable convertible preferred stock | ||
Preferred stock, $0.01 par value, 9,357,935 shares authorized at September 30, 2015 and December 31, 2014, 7,527,853 shares issued and outstanding at September 30, 2015 and 8,671,040 shares issued and outstanding at December 31, 2014 (liquidation preference of $13,068,000 and $14,042,000 at September 30, 2015 and December 31, 2014, respectively) | 10,941,000 | 1,990,000 |
Stockholders' equity | ||
Common stock, $0.01 par value, 670,000,000 shares authorized at September 30, 2015 and 445,000,000 shares authorized at December 31, 2014, 5,883,503 shares issued and outstanding at September 30, 2015 and 3,983,182 shares issued and outstanding December 31, 2014 | 59,000 | 40,000 |
Additional paid-in capital | 375,895,000 | 365,403,000 |
Accumulated deficit | (360,291,000) | (362,006,000) |
Total stockholders' equity (deficit) | 15,663,000 | 3,437,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders' equity | $ 34,078,000 | $ 28,617,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 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 | 9,357,935 | 9,357,935 |
Series B redeemable convertible preferred stock, shares issued | 7,527,853 | 8,671,040 |
Series B redeemable convertible preferred stock, shares outstanding | 7,527,853 | 8,671,040 |
Series B redeemable convertible preferred stock liquidation preference | $ 13,068,000 | $ 14,042,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 670,000,000 | 445,000,000 |
Common stock, shares issued | 5,883,503 | 3,983,182 |
Common stock, shares outstanding | 5,883,503 | 3,983,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 143,000 | $ 103,000 | $ 347,000 | $ 308,000 |
Operating expenses | ||||
Research and development | 728,000 | 1,793,000 | 2,777,000 | 4,692,000 |
General and administrative | 1,554,000 | 1,701,000 | 4,568,000 | 5,289,000 |
Severance expense | 289,000 | 1,840,000 | 289,000 | 1,840,000 |
Total operating expenses | 2,571,000 | 5,334,000 | 7,634,000 | 11,821,000 |
Loss from operations | (2,428,000) | (5,231,000) | (7,287,000) | (11,513,000) |
Other income (expense) | ||||
Change in fair value of warrant liability | 693,000 | 7,079,000 | 607,000 | 9,245,000 |
Change in fair value of Preferred B stock derivative liability | 7,045,000 | 19,359,000 | 8,697,000 | 26,041,000 |
Other income | 129,000 | |||
Other expense | (302,000) | |||
Total other income | 7,867,000 | 26,438,000 | 9,002,000 | 35,286,000 |
Net income | 5,439,000 | 21,207,000 | 1,715,000 | 23,773,000 |
Accretion of Series B redeemable convertible preferred stock | (7,163,000) | (323,000) | (9,329,000) | (955,000) |
Net (loss) income attributable to common stockholders | $ (1,724,000) | $ 20,884,000 | $ (7,614,000) | $ 22,818,000 |
Per share information: | ||||
Net (loss) income per share of common stock - basic | $ (0.30) | $ 5.58 | $ (1.45) | $ 6.19 |
Weighted average number of shares of common stock outstanding - basic | 5,813,063 | 3,743,182 | 5,247,508 | 3,688,903 |
Net (loss) income per share of common stock - diluted | $ (0.30) | $ 3.30 | $ (1.45) | $ 3.53 |
Weighted average number of shares of common stock outstanding - diluted | 5,813,063 | 6,319,802 | 5,247,508 | 6,472,093 |
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 from operations | 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) | ||
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 | |||
Warrants exercised | $ 1,000 | 1,594,000 | 1,595,000 | ||
Warrants exercised (in shares) | 54,683 | ||||
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 from operations | 1,715,000 | 1,715,000 | |||
Accretion of dividends on Series B redeemable convertible preferred stock | $ 992,000 | (992,000) | (992,000) | ||
Amount reclassified to Series B redeemable convertible stock to accrete to its redemption value | 8,337,000 | (8,337,000) | (8,337,000) | ||
Conversion of Series B redeemable convertible preferred stock to common stock, value | $ (378,000) | $ 2,000 | 1,504,000 | 1,506,000 | |
Conversion of Series B redeemable convertible preferred stock to common stock, shares | (1,143,187) | 228,637 | |||
Common stock issued in March 2015 financing, net of fair value of warrants issued | $ 16,000 | 8,250,000 | 8,266,000 | ||
Common stock issued in March 2015 financing, net of fair value of warrants issued (in shares) | 1,575,758 | ||||
Warrants exercised | $ 1,000 | 1,072,000 | 1,073,000 | ||
Warrants exercised (in shares) | 56,645 | ||||
Warrants reclassified from liabilities to equity due to amendment of warrants | 5,462,000 | 5,462,000 | |||
Warrants reclassified from liabilities to equity due to increase in authorized shares | 3,280,000 | $ 3,280,000 | |||
Exercise of common stock options (shares) | 39,281 | 214,815 | |||
Stock-based compensation | 249,000 | $ 249,000 | |||
Stock-based compensation - severance | 4,000 | 4,000 | |||
Balances at Sep. 30, 2015 | $ 10,941,000 | $ 59,000 | $ 375,895,000 | $ (360,291,000) | $ 15,663,000 |
Balances (in shares) at Sep. 30, 2015 | 7,527,853 | 5,883,503 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $ 1,715,000 | $ 23,773,000 |
Adjustments required to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liability | (607,000) | (9,245,000) |
Change in fair value of Series B preferred stock derivative liability | (8,697,000) | (26,041,000) |
Gain on re-valuation of liquidated damages liability | (120,000) | |
Warrants issued to placement agents | 213,000 | |
Amortization of patents | 23,000 | 23,000 |
Depreciation | 217,000 | 59,000 |
Stock-based compensation | 249,000 | 714,000 |
Stock-based compensation - severance | 4,000 | 1,161,000 |
Changes in operating assets and liabilities net of acquisitions: | ||
Accounts receivable | 60,000 | (19,000) |
Accounts payable, accrued expenses, deferred revenue and other | (11,000) | (305,000) |
Accrued severance | (64,000) | 659,000 |
Prepaid expenses and other current assets | (446,000) | (151,000) |
Net cash used in operating activities | (7,464,000) | (9,372,000) |
Investing activities: | ||
Purchases of property and equipment | (160,000) | (1,197,000) |
Net cash used in investing activities | (160,000) | (1,197,000) |
Financing activities: | ||
Proceeds from warrant exercises | 396,000 | |
Proceeds from issuance of private placement, net of offering costs | 12,384,000 | |
Net cash provided by financing activities | 12,780,000 | |
Net increase (decrease) in cash and cash equivalents | 5,156,000 | (10,569,000) |
Cash and cash equivalents, beginning of period | 6,581,000 | 20,355,000 |
Cash and cash equivalents, end of period | 11,737,000 | 9,786,000 |
Supplemental schedule of non-cash financing activities: | ||
Accretion of Series B redeemable convertible preferred stock | $ 9,329,000 | $ 955,000 |
Fair value of warrant liability upon issuance | 4,210,000 |
Organization and Description of
Organization and Description of the Business | 9 Months Ended |
Sep. 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 therapies called bacteriophage (phage). Phages are naturally occurring viruses that preferentially target and kill their bacterial targets. As a development stage company, it has incurred net losses since its inception , has negative operating cash flows, and had an accumulated deficit of $ 360.3 million and $ 362.0 million as of September 30, 2015 and December 31, 2014 , respectively. The Company completed a $ 13.0 million private placement of its common s tock in March 2015, which provided net proceeds of approximately $ 12.4 million after commissions to placement agents. In the opinion of management, the Company has resources sufficient to fund its planned operations through the third quarter of 2016. This estimate is based on the Company’s current product development plans , projected staffing expenses, working capital requirements, and capital expenditure plans. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 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 Limited, Ampliphi d.o.o., and AmpliPhi Australia Pty Ltd. All significant intercompany accounts and transactions have been eliminated. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10 ‑K, filed with the Securities and Exchange Commission (SEC). The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial statements and in accordance with the instructions to Form 10-Q. 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) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). In the opinion of management, the accompanying financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2015 and the results of its operations for the three and nine months ended September 30, 2015 and 2014 . Interim results are not necessarily indicative of results for the full year or any future 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 its authorized common stock, from 445,000,000 to 670,000,000 shares. The par value of its common stock was unchanged 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. Cash equivalents include 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 an assessment of the probable collection from specific customer accounts and other known factors. As of September 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 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 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 adjustment 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 | 9 Months Ended |
Sep. 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 September 30, 2015 Liabilities Series B preferred stock derivative liability $ - $ - $ $ Warrant liability - - Total liabilities $ - $ - $ $ December 31, 2014 Liabilities Series B preferred 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 nine months ended September 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: Series B Preferred Warrant Stock Derivative Liability Liability Balance, December 31, 2014 $ $ Issuances - Exercises - Conversions to common stock - Warrants reclassified from liabilities to equity due to amendment of warrants - Warrants reclassified from liabilities to equity due to increase in authorized shares - Changes in estimated fair value Balance, September 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 September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Series (1) Series (1) June July December 2011 2011 2013 2013 2013 Volatility % % % % % Expected term (years) Risk-free interest rate % % % % % Dividend yield % % % % % Exercise price $ $ $ $ $ Common stock closing price $ $ $ $ $ (1) See Note 6 – Warrants below for further description of the respective series of warrants. The warrant liability is recorded on the accompanying consolidated balance s hee t s 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 on the Company’s s tatement s of op erations. 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 d ata 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 expected term of the Series B preferred stock , 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 September 30, 2015 and December 31, 2014 : September 30, December 31, 2015 2014 Volatility % % Expected term (years) Risk-free interest rate % % Common stock dividend yield % % Minimum non-diluting issuance price $ $ Common stock closing price $ $ The Series B preferred stock derivative liability is recorded on the accompanying consolidated bal ance s heet 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 on the Company’s s tatement s of o perations. |
Net (Loss) Income per Common Sh
Net (Loss) Income per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Net (Loss) Income per Common Share [Abstract] | |
Net (Loss) Income per Common Share | 4. Net (Loss) Income per Common Share The following table sets forth the computation of basic and diluted net (loss) income per share for the periods indicated: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Basic and diluted net (loss) income per common share calculation: Net income $ $ $ $ Accretion of Series B redeemable convertible preferred stock Net (loss) income 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 September 30, 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding for the nine months ended September 30, 2015 and 2014 , as they would have been anti-dilutive: September 30, September 30, 2015 2014 Options Warrants - Series B redeemable convertible preferred stock as converted - Escrow - Total |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 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 9,357,935 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 into which such Series B share may be converted . 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 stock upon the closing of an underwritten initial public offering by the Company occurring after June 13, 2013 , with aggregate proceeds to the Company of at least $ 7.0 million and a price per share to the public of at least the Series B stated value of $1.40 per share upon the closing of which the shares of common stock of the Company are listed for trading on a major national stock exchange. Holders of the Series B shares are entitled to receive cumulative , cash dividends at the rate of 10 % of the Series B stated value. Such dividends accrue from day-to-day commencing on the original issue date, whether or not earned or declared by the Board of Directors, and are compounded annually . No dividends have been declared or paid through September 30, 2015 . At any time on or after June 26, 2018, the holders of at least two-thirds of the outstanding Series B shares may require the Company to redeem all of the outstanding Series B shares f or an amount equal to the original issue price per share plus any accrued and unpaid dividends. Holders of the Series B are entitled to a liquidation preference in an amount equal to the Series B stated value of $ 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, 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 specified anti-dilution adjustments for certain financing transactions involving the issuance of securities at a price below a minimum non-diluting issuance price of $ 7.00 per share. The following table summarizes the conversions of Series B shares to common stock pursuant to Series B shareholder elections during the nine months ended September 30, 2015 : Amount Reclassified Series B Common from Liability Conversion Shares Stock into Stockholders' Date Converted Issued Equity (1) April 8, 2015 $ May 4, 2015 May 11, 2015 July 16, 2015 August 13, 2015 Totals $ (1) Not inclusive of liabilities for dividends payable upon conversion of these shares. The Company re-measured the fair value of the derivative feature and recorded a gain of $ 7,045,000 for the quarter ended September 30, 2015 to adjust the liability associated with the conversion feature to its estimated fair value of $ 2,127,000 as of September 30, 2015 . For the nine months ended September 30, 2015 , the Company recorded a gain of $ 8,697,000 related to the change in fair value of the derivative feature. At September 30, 2015 , the Company reclassified $ 8,337,000 from addition al paid-in capital to Series B r edeemable convertible preferred stock to adjust the redemption value of the S eries B to actual at that date, an increase of $ 6,845,000 from the $ 1,492,000 recorded at June 30, 2015, which was attributable to the reduction in the fair market value of the Series B stock derivative liability at September 30, 2015 as compared to June 30, 2015. At September 30, 2015 , the Company recorded dividends payable of $ 368,000 to former holders of preferred stock, which are classified as current liabilities on the Company’s Balance Sheet at that date. |
Warrants
Warrants | 9 Months Ended |
Sep. 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 warrants (Series March 2015) to purchase an aggregate of 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 94,548 shares of common stock at an exercise price of $10.75 per share to the placement agents. These warrants expire in March 2020 and provided for a contingent cash payment of $ 2.5 million in liquidated damages to the holders of the warrant s in the event the Company failed to either (i) increase the number of sh ares of common s tock the Company is authorized to issue or (ii) effect a reverse split of the c ommon s tock, 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 prior to the third quarter of 2015 . 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 $ 814,000 as the initial fair value of the warrants issued to the placement agents. The Company recorded other expenses of $ 213,000 for the nine months ended September 30, 2015 representing a portion of the initial fair value of warrants issued to the placement agent s attributable to the initial fair value of the warrants issued . 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 warrants (Series December 2013) to purchase an aggregate of 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 specified anti-dilution adjustment provisions for certain financing transactions involving the issuance of securities below a specified price 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 anti-dilution adjustment provisions 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 warrants (Series June 2013 and Series July 2013, respectively) to purchase an aggregate of 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 anti-dilution adjustment provisions 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. In January 2011, we completed the acquisition of Biocontrol Limited, an antimicrobial biotechnology company based in the United Kingdom, with the goal of developing their phage therapy programs using funding from the sale of our legacy gene therapy assets. On December 22, 2011, in connection with our acquisition of Biocontrol, the Company issued warrants (Series 2011) 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 (Series 2013 Convertible Notes 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 stockholders’ 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 stockholders’ 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 thes e warrants to remove certain anti-dilution adjustment provisions . 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 stockholders’ equity, reflecting the fair value of these warrants on the amendment date. On August 3, 2015, the shareholders of the Company approved a 1-for-50 reverse stock split of the Company’s common stock and increased the number of authorized shares of common stock to 670,000,000 . As a result, t he warrants issued in conjunction with the March 2015 private placement of common stock were reclassified from liability instruments to equity instruments. Accordingly, $ 3,281,000 was reclassified from warrant liability to stockholders’ equity, reflecting the fair value of these warrants on the effective date of the reverse split, and the accrued fair value of liquidated damages in the amount of $ 120,000 were also reclassified to stockholders’ equity. The Company re-measured the fair value of the warrant liability and recorded a gain of $ 693,000 for the quarter ended September 30, 2015 , reflecting a decrease in the liability associated with the warrants at their estimated fair value, which totaled $ 10,000 as o f September 30, 2015 . For the nine months ended September 30, 2015 the Company recorded a gain of $ 607,000 related to the change in fair value of the warrants for that period. All exercise prices and 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. The following table provides a summary of warrants outstanding, issued or exercised for the nine months ended September 30, 2015 . Also included is the average exercise price per share and the aggregate proceeds to the Company if exercised as of September 30, 2015 . Series June 2013 and July 2013 March 2015 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, September 30, 2015 $ $ $ $ $ $ Aggregate proceeds if exercised $ $ $ $ $ $ |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 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 warrants to purchase an aggregate of 393,948 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 an aggregate of 94,548 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 nine months ended September 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 | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation The Company’s 2013 Stock Incentive Plan (Stock Incentive Plan) provides for the issuance of long-term incentive awards, or awards, in the form of non-qualified and incentive stock 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 stock o ptions must not be less than the fair market value of the underlying shares on the date of grant. Stock o ptions 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 stock o ption or restricted stock unit grant. Upon the exercise of stock o ptions, the Company issues the resulting shares from shares reserved for issuance under the Stock 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Research and development $ $ $ $ General and administrative Severance charge Total stock-based compensation $ $ $ $ The following table summarizes stock option activity for the nine months ended September 30, 2015 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2014 $ $ Increase in authorized shares Granted - - Exercised - - Forfeited - - Expired - - - Balance, September 30, 2015 $ $ Vested or expected to vest at September 30, 2015 $ $ - Exercisable at September 30, 2015 $ $ - The intrinsic value of options exercisable as of September 30, 2015 was $ 0.0 million, based on the Company’s closing stock price of $ 3.95 per share and a weighted average exercise price of $ 11.45 per share. The Company uses the Black-Scholes option-pricing model to estimate the fair value of standard 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 common 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 common stock. The Company uses Monte Carlo valuation models to estimate the fair value of certain stock options with market-based vesting requirements. This method of option pricing involves the use of inputs such as the market value of the Company’s common stock, stock price volatility, the period during which the options will be outstanding, the rate of return on risk-free investments, expected dividend yield for the Company’s stock, and certain estimates of future value of the Company’s common stock. During the third quarter of 2015, the Company issued 547,181 common stock options to its executives and board members with an average exercise price $ 8.72 per share. Included in this amount were 399,716 stock options, with an exercise price of $ 9.45 , to its Chief Executive Officer, pursuant to his employment agreement dated April 24, 2015. As of September 30, 2015 , there was $ 4.4 million of total unrecognized compensation expense related to unvested stock options that will be recognized over the weighted average remaining period of 1.98 years. Shares Reserved For Further Issuance As of September 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 | 9 Months Ended |
Sep. 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 is focused on developing and commercializing bacteriophage therapeutics to treat S. aureus infections. During the three and nine months ended September 30, 2015 , the Company recorded no payments under the Collaborative Research and Development Agreement. During the three and nine months ended September 30, 2014 , the Company paid Walter Reed Army Institute of Research $ 0 and $ 202,000 , respectively, for services provided 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. Pursuant to the agreement, the Company is required to pay Intrexon, in cash or stock, milestone fees of $ 2,500,000 for the initiation and commencement of the first Phase 2 trial 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 is required to 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 September 30, 2015 . During the three and nine months ended September 30, 2015 , the Company recorded $ 37,000 and $ 81,000 , respectively , in expenses under the Exclusive Channel Collaboration Agreement, with cash payments totaling $ 40,000 and $ 75,000 , respectively. During the three and nine months ended September 30, 2014 , the Company recorded $ 304,000 and $ 843,000 , respectively, in expenses under the Exclusive Channel Collaboration Agreement, with cash payments totaling $ 214,000 and $ 730,000 , 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 expired November 12, 2015 . The Company expects the agreement to be renewed. During the three and nine months ended September 30, 2015 , the Company paid and expensed amounts to the University of Leicester under the Leicester Development Agreements in the amount of $ 55,000 and $ 220,000 , respectively. During t he three and nine months ended September 30, 2014 , the Company paid and expensed amounts to the University of Leicester under the Leicester Development Agreements in the amount of $ 0 and $ 166,000 , respectively . The Company paid and expenses amounts to the University of Glasgow under the Leicester Development Agreements of $ 0 and $ 61,000 for the three and nine months ended September 30, 2015 respectively. The Company paid and expensed amounts to the University of Glasgow under the Leicester Development Agreements of $ 61,000 and $ 184,000 for the three and nine months ended September 30, 2014 , respectively. In September 2015, the Company entered into a non-exclusive patent license agreement with Takara Bio Inc. (the Takara Agreement). Under this agreement Takara licensed certain patents related to AAV1 Vector gene delivery systems, for which the Company is an exclusive licensor with the University of Pennsylvania. The Company received a $ 40,000 non-refundable, up-front licensing payment and shall receive royalties from Takara of 12.0 % of net license product sales and 6.0 % of service revenues associated with the licensed products. The agreement calls for minimum annual royalties of $ 15,000 commencing on February 28, 2016. In addition, the Takara Agreement provides milestone fees to the Company of $ 30,000 of the first $ 1,000,000 of licensed product revenues by Takara and an additional $ 40,000 when cumulative net sales of the licensed product by Takara exceed $ 2,000,000 . |
Severance Charge
Severance Charge | 9 Months Ended |
Sep. 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. In the third quarter of 2015, the Company recorded an additional severance charge of $ 289,000 related to the departure of an executive, which included severance period compensation and benefits and stock-based compensation related to the accelerated vesting of stock options. The severance accrual as of December 31, 2014 and September 30, 2015 is as follows: Accrued severance, December 31, 2014 $ Cash payments in 2015 Additions in 2015 Accrued severance, September 30, 2015 $ |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On November 2, 2015 , the Company signed a Clinical Trial Agreement with the Adelaide Research & Innovation P ty L td on behalf of the University of Adelaide for the conduct of a Phase One Investigator Initiated clinical trial to evaluate the safety and tolerability of AB-SA01 in patients with chronic rhinosinusitis associated with Staphylococcus aureus infection. The study will be co nducted at the Queen Elizabeth H ospital Department of Otolaryngology Head and Neck Surgery. On November 5, 2015, the Company’s Board of Directors appointed Vijay Samant as a Class II director of the Company and Paul C. Grint, M.D. as a Clas s III director of the Company. In connection with their appointments on November 5, 2015, each of Mr. Samant and Dr. Grint was granted, under the Company’s 2013 Stock Incentive Plan, a stock option to purchase 16,200 of the Company’s common stock at an exercise price per share of $ 5.65 , which was the closing price of the Company’s common stock on the NYSE MKT on the date of grant. Each of the stock options vests as follows: 25 % of the shares subject to the option will vest one year following the date of grant, and thereafter the remaining shares will vest in equal monthly installments over the following 36 months. As non-employee directors, each of Mr. Samant and Dr. Grint will also be entitled to receive an annual cash retainer of $ 40,000 for his service on the Board . |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10 ‑K, filed with the Securities and Exchange Commission (SEC). The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial statements and in accordance with the instructions to Form 10-Q. 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) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Unaudited Interim Financial Statements | In the opinion of management, the accompanying financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2015 and the results of its operations for the three and nine months ended September 30, 2015 and 2014 . Interim results are not necessarily indicative of results for the full year or any future 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 its authorized common stock, from 445,000,000 to 670,000,000 shares. The par value of its common stock was unchanged 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. Cash equivalents include 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 an assessment of the probable collection from specific customer accounts and other known factors. As of September 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 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 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 adjustment 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) | 9 Months Ended |
Sep. 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 September 30, 2015 Liabilities Series B preferred stock derivative liability $ - $ - $ $ Warrant liability - - Total liabilities $ - $ - $ $ December 31, 2014 Liabilities Series B preferred 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: Series B Preferred Warrant Stock Derivative Liability Liability Balance, December 31, 2014 $ $ Issuances - Exercises - Conversions to common stock - Warrants reclassified from liabilities to equity due to amendment of warrants - Warrants reclassified from liabilities to equity due to increase in authorized shares - Changes in estimated fair value Balance, September 30, 2015 $ $ |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at September 30, 2015 and December 31, 2014 : September 30, December 31, 2015 2014 Volatility % % Expected term (years) Risk-free interest rate % % Common stock dividend yield % % Minimum non-diluting issuance price $ $ Common stock closing price $ $ |
Warrant Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Series (1) Series (1) June July December 2011 2011 2013 2013 2013 Volatility % % % % % Expected term (years) Risk-free interest rate % % % % % Dividend yield % % % % % Exercise price $ $ $ $ $ Common stock closing price $ $ $ $ $ |
Net (Loss) Income per Common 21
Net (Loss) Income per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Net (Loss) Income 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 (loss) income per share for the periods indicated: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Basic and diluted net (loss) income per common share calculation: Net income $ $ $ $ Accretion of Series B redeemable convertible preferred stock Net (loss) income 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 September 30, 2015 and 2014 have been excluded from the computation of diluted weighted shares outstanding for the nine months ended September 30, 2015 and 2014 , as they would have been anti-dilutive: September 30, September 30, 2015 2014 Options Warrants - Series B redeemable convertible preferred stock as converted - Escrow - Total |
Redeemable Convertible Prefer22
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Redeemable Convertible Preferred Stock | |
Schedule of Conversions of Series B Preferred to Common Stock | The following table summarizes the conversions of Series B shares to common stock pursuant to Series B shareholder elections during the nine months ended September 30, 2015 : Amount Reclassified Series B Common from Liability Conversion Shares Stock into Stockholders' Date Converted Issued Equity (1) April 8, 2015 $ May 4, 2015 May 11, 2015 July 16, 2015 August 13, 2015 Totals $ |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrants [Abstract] | |
Summary of Warrant Information | The following table provides a summary of warrants outstanding, issued or exercised for the nine months ended September 30, 2015 . Also included is the average exercise price per share and the aggregate proceeds to the Company if exercised as of September 30, 2015 . Series June 2013 and July 2013 March 2015 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, September 30, 2015 $ $ $ $ $ $ Aggregate proceeds if exercised $ $ $ $ $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Research and development $ $ $ $ General and administrative Severance charge Total stock-based compensation $ $ $ $ |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2015 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2014 $ $ Increase in authorized shares Granted - - Exercised - - Forfeited - - Expired - - - Balance, September 30, 2015 $ $ Vested or expected to vest at September 30, 2015 $ $ - Exercisable at September 30, 2015 $ $ - |
Shares Reserved for Future Issuance | As of September 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) | 9 Months Ended |
Sep. 30, 2015 | |
Severance Charge [Abstract] | |
Severance Charges | In the third quarter of 2015, the Company recorded an additional severance charge of $ 289,000 related to the departure of an executive, which included severance period compensation and benefits and stock-based compensation related to the accelerated vesting of stock options. The severance accrual as of December 31, 2014 and September 30, 2015 is as follows: Accrued severance, December 31, 2014 $ Cash payments in 2015 Additions in 2015 Accrued severance, September 30, 2015 $ |
Organization and Description 26
Organization and Description of the Business (Details) - USD ($) | Mar. 16, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Retained earnings (accumulated deficit) | $ (360,291,000) | $ (362,006,000) | |||
Proceeds from issuance of private placement, gross | $ 13,000,000 | ||||
Proceeds from issuance of private placement, net of offering costs | $ 12,384,000 | ||||
Private Placement [Member] | |||||
Proceeds from issuance of private placement, gross | $ 13,000,000 | ||||
Proceeds from issuance of private placement, net of offering costs | $ 12,400,000 |
Significant Accounting Polici27
Significant Accounting Policies (Details) | Aug. 03, 2015$ / sharesshares | Sep. 30, 2015$ / sharesshares | Aug. 02, 2015shares | Dec. 31, 2014$ / sharesshares |
Significant Accounting Policies [Abstract] | ||||
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 | |||
Common stock, shares authorized | shares | 670,000,000 | 670,000,000 | 445,000,000 | 445,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Fair Value of Financial Asset28
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Fair Value of Financial Liabilities Measured on Recurring Basis) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | $ 2,127,000 | $ 12,320,000 |
Warrant liability | 10,000 | 5,826,000 |
Total liabilities | $ 2,137,000 | $ 18,146,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | ||
Warrant liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | ||
Warrant liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | $ 2,127,000 | $ 12,320,000 |
Warrant liability | 10,000 | 5,826,000 |
Total liabilities | $ 2,137,000 | $ 18,146,000 |
Fair Value of Financial Asset29
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Change in Fair Value of Series B Convertible Stock) (Details) | 9 Months Ended |
Sep. 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 | 10,000 |
Balance, Series B Redeemable Preferred Stock | 2,127,000 |
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 | (1,496,000) |
Changes in estimated fair value | (8,697,000) |
Balance, Series B Redeemable Preferred Stock | 2,127,000 |
Warrant Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, Warrant Liability | 5,826,000 |
Issuance | 4,210,000 |
Exercises | (676,000) |
Warrants reclassified from liabilities to equity due to amendment of warrants | (5,462,000) |
Warrants reclassified from liabilities to equity due to increase in authorized shares | (3,281,000) |
Changes in estimated fair value | (607,000) |
Balance, Warrant Liability | $ 10,000 |
Fair Value of Financial Asset30
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for Warrants) (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
2011 [Member] | |||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |||
Volatility | [1] | 112.00% | 155.00% |
Expected term (years) | [1] | 1 year 2 months 23 days | 1 year 11 months 23 days |
Risk-free interest rate | [1] | 0.40% | 0.67% |
Dividend yield | [1] | 0.00% | 0.00% |
Exercise price | [1] | $ 23 | $ 23 |
Common stock closing price | [1] | $ 3.95 | $ 10.50 |
June 2013 [Member] | |||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |||
Volatility | [1] | 155.00% | |
Expected term (years) | [1] | 3 years 5 months 27 days | |
Risk-free interest rate | [1] | 1.23% | |
Dividend yield | [1] | 0.00% | |
Exercise price | [1] | $ 7 | |
Common stock closing price | [1] | $ 10.50 | |
July 2013 [Member] | |||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |||
Volatility | [1] | 155.00% | |
Expected term (years) | [1] | 3 years 6 months 15 days | |
Risk-free interest rate | [1] | 1.25% | |
Dividend yield | [1] | 0.00% | |
Exercise price | [1] | $ 7 | |
Common stock closing price | [1] | $ 10.50 | |
December 2013 [Member] | |||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |||
Volatility | [1] | 151.00% | |
Expected term (years) | [1] | 3 years 11 months 23 days | |
Risk-free interest rate | [1] | 1.37% | |
Dividend yield | [1] | 0.00% | |
Exercise price | [1] | $ 12.50 | |
Common stock closing price | [1] | $ 10.50 | |
[1] | See Note 6 - Warrants below for further description of the respective series of warrants. |
Fair Value of Financial Asset31
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Volatility | 102.00% | 91.00% |
Expected term (years) | 1 year 7 months 17 days | 1 year 4 months |
Risk-free interest rate | 0.08% | 0.36% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 7 | $ 7 |
Common stock closing price | $ 3.95 | $ 10.50 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share (Basic and Diluted Income (Loss) Per Share) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Basic and diluted net income (loss) per common share calculation: | |||||
Net income | $ 5,439,000 | $ 21,207,000 | $ 1,715,000 | $ 23,773,000 | $ 23,109,000 |
Accretion of redeemable convertible preferred stock | (7,163,000) | (323,000) | (9,329,000) | (955,000) | |
Net (loss) income attributable to common stockholders | $ (1,724,000) | $ 20,884,000 | $ (7,614,000) | $ 22,818,000 | |
Weighted average number of shares of common stock outstanding - basic | 5,813,063 | 3,743,182 | 5,247,508 | 3,688,903 | |
Net (loss) income per share of common stock - basic | $ (0.30) | $ 5.58 | $ (1.45) | $ 6.19 | |
Weighted average number of shares of common stock outstanding - diluted | 5,813,063 | 6,319,802 | 5,247,508 | 6,472,093 | |
Net (loss) income per share of common stock - diluted | $ (0.30) | $ 3.30 | $ (1.45) | $ 3.53 |
Net Income (Loss) per Common 33
Net Income (Loss) per Common Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 3,346,378 | 255,280 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 631,126 | 15,280 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,209,681 | |
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 | 1,505,571 | |
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 Prefer34
Redeemable Convertible Preferred Stock (Details) | Aug. 13, 2015USD ($)shares | Aug. 03, 2015 | Jul. 16, 2015USD ($)shares | May. 11, 2015USD ($)shares | May. 04, 2015USD ($)shares | Apr. 08, 2015USD ($)shares | Jun. 13, 2013USD ($)$ / sharesshares | Jun. 13, 2013$ / sharesshares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | |
Class of Stock [Line Items] | ||||||||||||
Preferred Stock dividend rate | 10.00% | |||||||||||
Trigger price per share for redemption and conversion features of embedded derivative | $ / shares | $ 7 | |||||||||||
Number of shares converted | shares | 500,000 | 262,500 | 250,000 | 23,587 | 107,100 | 1,143,187 | ||||||
Shares of common stock issued upon conversion of preferred stock | shares | 100,000 | 52,500 | 50,000 | 4,717 | 21,420 | 228,637 | ||||||
Amount reclassified from Series B derivative liability into shareholders' equity | [1] | $ 542,000 | $ 318,000 | $ 381,000 | $ 36,000 | $ 219,000 | $ 1,496,000 | $ 1,496,000 | ||||
Gain (loss) on remeasurement of conversion feature | 8,697,000 | |||||||||||
Fair value of Series B stock conversion liability | 2,127,000 | 2,127,000 | ||||||||||
Amount reclassified to Series B redeemable convertible stock | (8,337,000) | |||||||||||
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 | |||||||||||
Dividends payable | $ 368,000 | $ 368,000 | ||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | shares | 9,357,935 | 9,357,935 | ||||||||||
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 | |||||||||||
Minimum proceeds from conversion of stock upon closing of offering | $ 7,000,000 | |||||||||||
Preferred Stock, liquidation preference per share | $ / shares | $ 1.40 | $ 1.40 | ||||||||||
Gain (loss) on remeasurement of conversion feature | $ 7,045,000 | |||||||||||
Amount reclassified to Series B redeemable convertible stock | $ 1,492,000 | $ 8,337,000 | ||||||||||
Increase in amount reclassified to Series B Preferred stock | $ 6,845,000 | |||||||||||
[1] | Not inclusive of liabilities for dividends payable upon conversion of these shares. |
Redeemable Convertible Prefer35
Redeemable Convertible Preferred Stock (Schedule of Conversions of Series B to Common Stock) (Details) - USD ($) | Aug. 13, 2015 | Jul. 16, 2015 | May. 11, 2015 | May. 04, 2015 | Apr. 08, 2015 | Sep. 30, 2015 | |
Redeemable Convertible Preferred Stock | |||||||
Number of shares converted | 500,000 | 262,500 | 250,000 | 23,587 | 107,100 | 1,143,187 | |
Shares of common stock issued upon conversion of preferred stock | 100,000 | 52,500 | 50,000 | 4,717 | 21,420 | 228,637 | |
Amount reclassified from Series B derivative liability into shareholders' equity | [1] | $ 542,000 | $ 318,000 | $ 381,000 | $ 36,000 | $ 219,000 | $ 1,496,000 |
[1] | Not inclusive of liabilities for dividends payable upon conversion of these shares. |
Warrants (Narrative) (Details)
Warrants (Narrative) (Details) | Aug. 13, 2015shares | Aug. 03, 2015USD ($)shares | Jul. 16, 2015shares | May. 11, 2015shares | May. 04, 2015shares | Apr. 29, 2015USD ($)shares | Apr. 08, 2015shares | Apr. 01, 2015USD ($)shares | Mar. 16, 2015USD ($)$ / sharesshares | Dec. 22, 2011$ / sharesshares | Jul. 15, 2013USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | May. 31, 2013$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Aug. 02, 2015shares | May. 08, 2015USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Shares issued in transaction | shares | 1,440,140 | ||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 3.95 | $ 3.95 | $ 12.50 | ||||||||||||||||||
Number of securities called by warrants | shares | 393,939 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 10.75 | ||||||||||||||||||||
Warrant liquidation charges if warrants not exercised according to terms | $ 2,500,000 | ||||||||||||||||||||
Warrant liability | $ 10,000 | 10,000 | $ 5,826,000 | ||||||||||||||||||
Other expenses related to issuance of warrants | $ 213,000 | $ 213,000 | |||||||||||||||||||
Shares issued upon exercise of warrants | shares | 100,000 | 52,500 | 50,000 | 4,717 | 21,420 | 228,637 | |||||||||||||||
Amount reclassified from warrant liability into equity | $ 3,281,000 | $ 46,000 | $ 630,000 | ||||||||||||||||||
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 | ||||||||||||||||||||
Common stock, shares authorized | shares | 670,000,000 | 670,000,000 | 670,000,000 | 445,000,000 | 445,000,000 | ||||||||||||||||
Fair value of liquidated damages reclassified to shareholders' equity | $ 120,000 | ||||||||||||||||||||
Gain (loss) on remeasurement of fair value of warrant liability | $ 693,000 | $ 7,079,000 | $ 607,000 | $ 9,245,000 | |||||||||||||||||
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 | shares | 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 | shares | 94,548 | 86,408 | |||||||||||||||||||
Exercise price of warrants | $ / shares | $ 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 | $ / shares | $ 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 | shares | 27,103 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 23 | ||||||||||||||||||||
Warrant expiration date | December 2,016 | ||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Number of securities called by warrants | shares | 140,608 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 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 | shares | 1,575,758 | ||||||||||||||||||||
Shares issued in transaction | shares | 1,575,758 | ||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 8.250 | ||||||||||||||||||||
Number of securities called by warrants | shares | 393,948 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 10.750 | ||||||||||||||||||||
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 | shares | 600,804 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 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) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Issuances | 4,210,000 |
Shares, Balance at September 30, 2015 | 1,209,681 |
Warrants Through March 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | |
Shares, Issuances | 488,496 |
Shares, Balance at September 30, 2015 | 488,496 |
Aggregate proceeds if exercised | $ | $ 5,251,332 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ / shares | |
Weighted Average Exercise Price, Issuances | $ / shares | $ 10.75 |
Weighted Average Exercise Price, Outstanding at September 30, 2015 | $ / shares | $ 10.75 |
2013 Series B Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 523,705 |
Shares, Exercises | (56,645) |
Shares, Balance at September 30, 2015 | 467,060 |
Aggregate proceeds if exercised | $ | $ 3,269,420 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ / shares | $ 7 |
Weighted Average Exercise Price, Exercises | $ / shares | 7 |
Weighted Average Exercise Price, Outstanding at September 30, 2015 | $ / shares | $ 7 |
Warrants Through December 2013 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 86,410 |
Shares, Balance at September 30, 2015 | 86,410 |
Aggregate proceeds if exercised | $ | $ 1,080,125 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ / shares | $ 12.50 |
Weighted Average Exercise Price, Outstanding at September 30, 2015 | $ / shares | $ 12.50 |
Convertible Promissory Notes [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 140,611 |
Shares, Balance at September 30, 2015 | 140,611 |
Aggregate proceeds if exercised | $ | $ 984,277 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ / shares | $ 7 |
Weighted Average Exercise Price, Outstanding at September 30, 2015 | $ / shares | $ 7 |
Warrants Through 2011 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 27,104 |
Shares, Balance at September 30, 2015 | 27,104 |
Aggregate proceeds if exercised | $ | $ 623,392 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ / shares | $ 23 |
Weighted Average Exercise Price, Outstanding at September 30, 2015 | $ / shares | $ 23 |
Warrant Liability [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2014 | 777,830 |
Shares, Issuances | 488,496 |
Shares, Exercises | (56,645) |
Shares, Balance at September 30, 2015 | 1,209,681 |
Aggregate proceeds if exercised | $ | $ 11,975,842 |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ / shares | $ 8 |
Weighted Average Exercise Price, Issuances | $ / shares | 10.75 |
Weighted Average Exercise Price, Exercises | $ / shares | 7 |
Weighted Average Exercise Price, Outstanding at September 30, 2015 | $ / shares | $ 9.90 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) | Mar. 16, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | |||||
Sale of stock, price per share | $ 3.95 | $ 12.50 | |||
Proceeds from issuance of private placement, gross | $ 13,000,000 | ||||
Number of securities called by warrants | 393,939 | ||||
Exercise price of warrants | $ 10.75 | ||||
Warrant liability | $ 10,000 | $ 5,826,000 | |||
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 | 94,548 | 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 | ||||
Number of securities called by warrants | 393,948 | ||||
Exercise price of warrants | $ 10.750 | ||||
Warrant liability | $ 4,210,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2013 | |
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 | $ 4.4 | $ 4.4 | |
Weighted-average remaining period for recognition of compensation costs related to unvested options | 1 year 11 months 23 days | ||
Weighted average exercise price of options outstanding | $ 11.45 | $ 11.45 | |
Closing stock price | 3.95 | $ 3.95 | $ 12.50 |
Options granted in stock option grant | 547,181 | ||
Exercise price of options granted | $ 8.72 | $ 8.72 | |
Board Members and Executives [Member] | |||
Options granted in stock option grant | 547,181 | ||
Chief Executive Officer [Member] | |||
Options granted in stock option grant | 399,716 | ||
Exercise price of options granted | $ 9.45 |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 149,000 | $ 1,408,000 | $ 253,000 | $ 1,875,000 |
Employee Severance [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 4,000 | 1,161,000 | 4,000 | 1,161,000 |
Research and development expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 29,000 | 38,000 | 88,000 | 116,000 |
General and administrative expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 116,000 | $ 209,000 | $ 161,000 | $ 598,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation [Abstract] | |||
Shares Available for Grant, Balance at December 31, 2014 | 785,000 | ||
Shares Available for Grant, Increase in authorized shares | 520,000 | ||
Shares Available for Grant, Granted | (547,181) | ||
Shares Available for Grant, Exercised | |||
Shares Available for Grant, Forfeited | 4,812 | ||
Shares Available for Grant, Expired | |||
Shares Available for Grant, Balance at September 30, 2015 | 762,631 | 762,631 | 785,000 |
Shares, Balance at December 31, 2014 | 440,695 | ||
Shares, Granted | 547,181 | ||
Shares, Exercises | (214,815) | ||
Shares, Forfeited | (4,812) | ||
Shares, Expired | (137,123) | ||
Shares, Balance at September 30, 2015 | 631,126 | 631,126 | 440,695 |
Shares, Vested or expected to vest at September 30, 2015 | 499,995 | 499,995 | |
Shares, Exercisable at September 30, 2015 | 66,205 | 66,205 | |
Weighted Average Exercise Price, Outstanding at December 31, 2014 | $ 9.37 | ||
Weighted Average Exercise Price, Granted | $ 8.72 | 8.72 | |
Weighted Average Exercise Price, Exercised | 8 | ||
Weighted Average Exercise Price, Forfeited | 13.64 | ||
Weighted Average Exercise Price, Expired | 10.19 | ||
Weighted Average Exercise Price, Outstanding at September 30, 2015 | 9.06 | 9.06 | $ 9.37 |
Weighted Average Exercise Price, Vested or expected to vest at September 30, 2015 | 9.05 | 9.05 | |
Weighted Average Exercise Price, Exercisable at September 30, 2015 | $ 11.45 | $ 11.45 | |
Average Remaining Contractual Term (Years), Outstanding at December 31, 2014 | 9 years 4 months 17 days | 8 years 2 months 5 days | |
Average Remaining Contractual Term (Years), Outstanding at September 30, 2015 | 9 years 4 months 17 days | 8 years 2 months 5 days | |
Average Remaining Contractual Term (Years), Vested or expected to vest at September 30, 2015 | 9 years 3 months 4 days | ||
Average Remaining Contractual Term (Years), Exercisable at September 30, 2015 | 5 years 11 months 23 days | ||
Intrinsic Value, Outstanding at December 31, 2014 | $ 640,837 | ||
Intrinsic Value, Exercised | (383,994) | ||
Intrinsic Value, Outstanding at September 30, 2015 | $ 256,843 | $ 256,843 | $ 640,837 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Stock-Based Compensation [Abstract] | ||
Stock options outstanding | 631,126 | 440,695 |
Available for future grants under the Stock Incentive Plan | 762,631 | 785,000 |
Warrants | 1,209,681 | |
Total shares reserved | 2,603,438 |
Collaborative and Other Agree43
Collaborative and Other Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Fees Payable Upon Commencement Of The First Phase 2 Trial | $ 2,500,000 | $ 2,500,000 | |||
Licensing Payments Received | 143,000 | $ 103,000 | 347,000 | $ 308,000 | |
Intrexon Corporation [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Fees Payable Upon First Regulatory Approval | 5,000,000 | 5,000,000 | |||
Expenses Incurred Under Channel Collaborative Agreement | 37,000 | 304,000 | 81,000 | 843,000 | |
Cash Paid For Channel Collaboration Agreement | 40,000 | 214,000 | 75,000 | 730,000 | |
University Of Leicester [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Payments For Services Under Collaborative Agreement | $ 55,000 | 0 | 220,000 | 166,000 | |
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 | 61,000 | 184,000 | |
Walter Reed Army Institute Of Research [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Payments For Services Under Collaborative Agreement | 0 | $ 0 | $ 0 | $ 202,000 | |
Takara Bio Inc [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Licensing Payments Received | $ 40,000 | ||||
Takara Bio Inc [Member] | Nonsoftware License Arrangement [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Percent of License Product Sales Receivable | 12.00% | ||||
Percent of License Product Service Revenues Receivable | 6.00% | ||||
Minimum Annual Royalty Payments Receivable | $ 15,000 | ||||
Takara Bio Inc [Member] | Nonsoftware License Arrangement [Member] | Criteria One [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Contingent Licensing Receivable | 30,000 | ||||
Licensed Product Revenues Milestone Benchmark | 1,000,000 | ||||
Takara Bio Inc [Member] | Nonsoftware License Arrangement [Member] | Criteria Two [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Contingent Licensing Receivable | 40,000 | ||||
Licensed Product Net Sales Milestone Benchmark | $ 2,000,000 | ||||
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) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Severance Charge [Abstract] | |||||
Severance Costs | $ 289,000 | $ 1,840,000 | $ 289,000 | $ 1,840,000 | $ 1,864,000 |
Severance Charge (Severance Acc
Severance Charge (Severance Accrual) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Severance Charge [Abstract] | |
Accrued severance, December 31, 2014 | $ 555,000 |
Payments in 2015 | (351,000) |
Additions in 2015 | 287,000 |
Accrued severance, September 30, 2015 | $ 491,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 05, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Options granted in stock option grant | 547,181 | ||
Exercise price of options granted | $ 8.72 | $ 8.72 | |
Vesting period of options granted | 4 years | ||
Subsequent Event [Member] | |||
Vesting description of options granted | 25% of the shares subject to the option will vest one year following the date of grant, and thereafter the remaining shares will vest in equal monthly installments over the following 36 months. | ||
Subsequent Event [Member] | Class II Director [Member] | |||
Options granted in stock option grant | 16,200 | ||
Exercise price of options granted | $ 5.65 | ||
Annual retainer for non-employee director | $ 40,000 | ||
Subsequent Event [Member] | Class III Director [Member] | |||
Options granted in stock option grant | 16,200 | ||
Exercise price of options granted | $ 5.65 | ||
Annual retainer for non-employee director | $ 40,000 | ||
Subsequent Event [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Percent of shares vesting | 25.00% | ||
Vesting period of options granted | 1 year | ||
Subsequent Event [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
Vesting description of options granted | remaining shares will vest in equal monthly installments | ||
Vesting period of options granted | 36 months |