Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 8,242,528 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 6,173,000 | $ 9,370,000 |
Accounts receivable | 14,000 | 125,000 |
Prepaid expenses and other current assets | 566,000 | 521,000 |
Total current assets | 6,753,000 | 10,016,000 |
Property and equipment, net | 1,170,000 | 1,131,000 |
In process research and development | 12,446,000 | 12,446,000 |
Acquired patents, net | 330,000 | 338,000 |
Goodwill | 7,562,000 | 7,562,000 |
Total assets | 28,261,000 | 31,493,000 |
Current liabilities | ||
Accounts payable, accrued expenses and other | 2,003,000 | 1,464,000 |
Deferred revenue | 142,000 | 245,000 |
Accrued severance | 138,000 | 308,000 |
Dividends payable | 368,000 | 368,000 |
Total current liabilities | 2,651,000 | 2,385,000 |
Series B preferred stock derivative liability | 91,000 | 1,493,000 |
Warrant liability | 2,000 | 6,000 |
Deferred tax liability | 3,005,000 | 3,005,000 |
Total liabilities | 5,749,000 | 6,889,000 |
Series B redeemable convertible preferred stock | ||
$0.01 par value, 9,357,935 shares authorized at March 31, 2016 and December 31, 2015, 7,527,853 shares issued and outstanding at March 31, 2016 and December 31, 2015 (liquidation preference of $13,706,000 and $13,383,000 at March 31, 2016 and December 31, 2015, respectively) | 13,615,000 | 11,890,000 |
Stockholders' equity | ||
Common stock, $0.01 par value, 670,000,000 shares authorized at March 31, 2016 and December 31, 2015, 5,883,503 shares issued and outstanding at March 31, 2016 and December 31, 2015 | 59,000 | 59,000 |
Additional paid-in capital | 374,472,000 | 375,177,000 |
Accumulated deficit | (365,634,000) | (362,522,000) |
Total stockholders' equity (deficit) | 8,897,000 | 12,714,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders' equity | $ 28,261,000 | $ 31,493,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 7,527,853 |
Series B redeemable convertible preferred stock, shares outstanding | 7,527,853 | 7,527,853 |
Series B redeemable convertible preferred stock liquidation preference | $ 13,706,000 | $ 13,383,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 670,000,000 | 670,000,000 |
Common stock, shares issued | 5,883,503 | 5,883,503 |
Common stock, shares outstanding | 5,883,503 | 5,883,503 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statement of Operations [Abstract] | ||
Revenue | $ 106,000 | $ 102,000 |
Operating expenses | ||
Research and development | 1,980,000 | 972,000 |
General and administrative | 2,644,000 | 1,397,000 |
Total operating expenses | 4,624,000 | 2,369,000 |
Loss from operations | (4,518,000) | (2,267,000) |
Other income (expense) | ||
Change in fair value of warrant liability | 4,000 | (4,690,000) |
Change in fair value of Preferred B stock derivative liability | 1,402,000 | (7,105,000) |
Other expense | (431,000) | |
Total other income (expense) | 1,406,000 | (12,226,000) |
Net loss | (3,112,000) | (14,493,000) |
Accretion of Series B redeemable convertible preferred stock | (1,725,000) | (338,000) |
Net (loss) income attributable to common stockholders | $ (4,837,000) | $ (14,831,000) |
Per share information: | ||
Net loss per share of common stock - basic | $ (0.82) | $ (3.49) |
Weighted average number of shares of common stock outstanding - basic | 5,883,503 | 4,245,816 |
Net loss per share of common stock - diluted | $ (0.82) | $ (3.49) |
Weighted average number of shares of common stock outstanding - diluted | 5,883,503 | 4,245,816 |
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, 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 loss | (516,000) | (516,000) | |||
Accretion of dividends on Series B redeemable convertible preferred stock | $ 1,307,000 | (1,307,000) | (1,307,000) | ||
Accretion to redemption value of Series B redeemable convertible stock | 8,971,000 | (8,971,000) | (8,971,000) | ||
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 offering costs (value) | $ 16,000 | 8,250,000 | 8,266,000 | ||
Common stock issued in March 2015 financing, net of offering costs (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 | 3,281,000 | 3,281,000 | |||
Exercise of common stock options and other (in shares) | 39,281 | ||||
Stock-based compensation | 479,000 | 479,000 | |||
Stock-based compensation - severance | 4,000 | 4,000 | |||
Balances at Dec. 31, 2015 | $ 11,890,000 | $ 59,000 | 375,177,000 | (362,522,000) | 12,714,000 |
Balances (in shares) at Dec. 31, 2015 | 7,527,853 | 5,883,503 | |||
Net loss | (3,112,000) | (3,112,000) | |||
Accretion of dividends on Series B redeemable convertible preferred stock | $ 323,000 | (323,000) | (323,000) | ||
Accretion to redemption value of Series B redeemable convertible stock | 1,402,000 | (1,402,000) | (1,402,000) | ||
Warrants issued (value) | 204,000 | $ 204,000 | |||
Exercise of common stock options and other (in shares) | |||||
Stock-based compensation | 816,000 | $ 816,000 | |||
Balances at Mar. 31, 2016 | $ 13,615,000 | $ 59,000 | $ 374,472,000 | $ (365,634,000) | $ 8,897,000 |
Balances (in shares) at Mar. 31, 2016 | 7,527,853 | 5,883,503 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (3,112,000) | $ (14,493,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | (4,000) | 4,690,000 |
Change in fair value of Series B preferred stock derivative liability | (1,402,000) | 7,105,000 |
Warrants issued | 204,000 | 213,000 |
Amortization of patents | 8,000 | 8,000 |
Depreciation | 73,000 | 58,000 |
Stock-based compensation | 816,000 | 52,000 |
Changes in operating assets and liabilities: [Abstract] | ||
Accounts receivable | 111,000 | 100,000 |
Accounts payable, accrued expenses, deferred revenue and other | 436,000 | 158,000 |
Accrued severance | (170,000) | (122,000) |
Prepaid expenses and other current assets | (45,000) | (74,000) |
Net cash used in operating activities | (3,085,000) | (2,305,000) |
Investing activities: | ||
Purchases of property and equipment | (112,000) | (35,000) |
Net cash used in investing activities | (112,000) | (35,000) |
Financing activities: | ||
Proceeds from issuance of common stock, net | 12,384,000 | |
Net cash provided by financing activities | 12,384,000 | |
Net (decrease) increase in cash and cash equivalents | (3,197,000) | 10,044,000 |
Cash and cash equivalents, beginning of period | 9,370,000 | 6,581,000 |
Cash and cash equivalents, end of period | 6,173,000 | 16,625,000 |
Supplemental schedule of non-cash financing activities: | ||
Accretion of Series B redeemable convertible preferred stock | $ 1,725,000 | 338,000 |
Fair value of warrant liability upon issuance | $ 4,211,000 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2016 | |
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. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2016 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity The Company has prepared these consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception, has negative operating cash flows and has an accumulated deficit of $ 365.6 million as of March 31, 2016 , $ 50.1 million of which has been accumulated since January of 2011, when the Company began its focus on bacteriophage development. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. As of March 31, 2016 , the Company had cash and cash equivalents of $6.2 million. Management believes that our existing resources will be sufficient to fun d our planned operations into the third quarter of 2016. The Company’s ability to raise additional funds will depend, in part, on the status of its product development activities and other business operations, as well as factors related to financial, economic, and market conditions, many of which are beyond its control. The Company cannot be certain that sufficient funds will be available to it when required or on acceptable terms, if at all. If adequate funds are not available on a timely basis or on acceptable terms, the Company may be required to significantly reduce or refocus its operations or to obtain funds through additional arrangements that may require the Company to relinquish rights to certain of its products, technologies or potential markets, any of which could delay or require that it curtail or eliminate some or all of its development programs or otherwise have a material adverse effect on the business, financial condition and results of operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies The Company’s significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . 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, 2015 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 accounting 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 March 31, 2016 and the results of its operations for the three months ended March 31, 2016 and 2015 . 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. Warrant and Preferred Shares Conversion Feature Liability The Company accounts for both warrants with anti-dilution adjustment provisions and other features and preferred share features with anti-dilution adjustment provisions under the applicable accounting guidance which requires the warrant and the preferred share features to be recorded as liabilities and adjusted to fair value at each reporting period. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The ASU creates a single source of revenue guidance for companies in all industries. The new standard provides guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers, unless the contracts are within the scope of other accounting standards. It also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets. This guidance, as amended, must be adopted using either a full retrospective approach for all periods presented or a modified retrospective approach and will be effective for fiscal years beginning after December 15, 2017. The Company has not yet evaluated the potential impact of adopting the guidance on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . The ASU is part of a simplification initiative aimed at reducing complexity in accounting standards. Current GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods therein. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's results of operations or liquidity. In February 2015, the FASB issued ASU 2016-02, Leases (Topic 842) , which amends the FASB Accounting Standards Codification and creates Topic 842, "Leases." The new topic supersedes Topic 840, "Leases," and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method. The Company has not yet evaluated the potential impact of adopting the guidance on its consolidated financial statements. 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 consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which amends Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company has not yet evaluated the potential impact of adopting the guidance on its consolidated financial statements . |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments [Abstract] | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 4. 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 March 31, 2016 Liabilities Series B preferred stock derivative liability $ - $ - $ 91,000 $ 91,000 Warrant liability - - 2,000 2,000 Total liabilities $ - $ - $ 93,000 $ 93,000 December 31, 2015 Liabilities Series B preferred stock derivative liability $ - $ - $ 1,493,000 $ 1,493,000 Warrant liability - - 6,000 6,000 Total liabilities $ - $ - $ 1,499,000 $ 1,499,000 There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy for the three months ended March 31, 2016 and the year ended December 31, 2015 . 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, 2015 $ 6,000 $ 1,493,000 Changes in estimated fair value (4,000) (1,402,000) Balance, March 31, 2016 $ 2,000 $ 91,000 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 March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Series (1) Series (1) 2011 2011 Volatility 108.00 % 112.05 % Expected term (years) 0.73 0.98 Risk-free interest rate 0.48 % 0.64 % Dividend yield 0.00 % 0.00 % Exercise price $ 23.00 $ 23.00 Common stock closing price $ 3.94 $ 3.98 (1) See Note 7 – Warrants below for further description of the respective series of warrants. The warrant liability is recorded on the accompanying consolidated balance sheets 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 statements of operations. The fair value of the Series B preferred stock derivative liability on each measurement date is estimated using the Monte Carlo valuation model. For this liability, the Company develops its own assumptions that do not have observable inputs or available market 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 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 March 31, 2016 and December 31, 2015 : March 31, December 31, 2016 2015 Volatility 108 % 108 to 117 % Expected term (years), weighted average 0.04 to 0.75 0.50 to 2.50 Risk-free interest rate 0.18 to 0.49 % 0.49 to 1.19 % Dividend yield 0.00 % 0.00 % Exercise price $ 7.00 $ 7.00 Common stock closing price $ 3.94 $ 3.98 The Series B preferred stock derivative liability is recorded on the accompanying consolidated balance sheet and is marked-to-market each reporting period, with the change in fair value recorded as a component of change in fair value of Series B preferred stock derivative liability on the Company’s statements of operations. |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Net Loss per Common Share [Abstract] | |
Net (Loss) Income per Common Share | 5. Net Loss per Common Share The following table sets forth the computation of basi c and diluted net loss per share for the periods indicated: Three Months Ended March 31, 2016 2015 Basic and diluted net loss per common share calculation: Net loss $ (3,112,000) $ (14,493,000) Accretion of Series B redeemable convertible preferred stock (1,725,000) (338,000) Net loss attributable to common stockholders $ (4,837,000) $ (14,831,000) Weighted average common shares outstanding - basic 5,883,503 4,245,816 Net loss per share of common stock - basic $ (0.82) $ (3.49) Weighted average common shares outstanding - diluted 5,883,503 4,245,816 Net loss per share of common stock - diluted $ (0.82) $ (3.49) The following outstanding securities at March 31, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding for the three months ended March 31, 2016 and 2015 , as they would have been anti-dilutive: March 31, March 31, 2016 2015 Options 872,977 440,695 Warrants 1,379,649 1,266,293 Series B redeemable convertible preferred stock 7,527,853 8,671,040 Total 9,780,479 10,378,028 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2016 | |
Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable Convertible Preferred Stock | 6. 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 . As of March 31, 2016, each Series B share was convertible into 0.20 shares of common stock and was entitled to the number of votes equal to the number of shares of common stock in to which such Series B share could be converted. The Series B shares were convertible into common stock by the holder of the shares at any time. The Series B shares were subject to automatic conversion into common stock upon the election of the holders of at least two-thirds of the outstanding Series B shares. In addition, pursuant to the Company’s Articles of Incorporation, the Series B shares were automatically convertible into common stock upon the occurrence of an underwritten initial public offering by the Company that satisfied certain conditions. Holders of the Series B shares were 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 were compounded annually. No dividends had been declared or paid on the Series B shares through March 31, 2016 . The Series B shares were redeemable by the Company a t any time on or after June 26, 2018, upon the election of the holders of at least two-thirds of the outstanding Series B shares for an amount equal to the original issue price per share plus any accrued and unpaid dividends. Holders of the Series B shares were 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 of a merger or acquisition of the Company. In connection with the private placement of Series B shares , 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 Company re-measured the fair value of the derivative feature and recorded a gain of $ 1,402,000 for the three months ended March 31, 2016 to adjust the liability associated with the conversion feature to its estimated fair value of $91,000 as of March 31, 2016 . For the three months ended March 31, 2015 , the Company recorded a loss of $ 7,105,000 to adjust the liability associated with the conversion feature to its estimated fair value of $ 19,425,000 as of March 31, 2015 . At March 31, 2016 , the Company accrete d $ 1,402,000 from additional paid-in capital to Series B redeemable convertible preferred stock to adjust the redemption value of the Series B to actual at that date. The March 31, 2016 balance sheet reflects dividends payable of $ 368,000 to former holders of preferred stock, which are classified as current liabilities . On April 8, 2016, the Series B redeemable convertible preferred stock was automatically converted into common stock pursuant to the election of the holders of over two-thirds of the then-outstanding Series B shares. See Note 13 – Subsequent Events . |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Warrants [Abstract] | |
Warrants | 7. Warrants On January 4, 2016, the Company entered into an Asset Purchase Agreement with Novolytics Limited (the “Purchase Agreement”), to purchase certain preclinical materials and intangible assets, including patent rights, from Novolytics, an unrelated third party. In consideration for the assets acquired, the Company paid cash consideration of approximately $ 205,000 and issued warrants to purchase an aggregate of 170,000 shares of the Company’s common stock. The warrants have an exercise price of $ 12.00 per share and contain certain registration rights. The fair value of the warrants issued was $ 204,000 , based on a Monte Carlo valuation model and are classified as equity within the consolidated balance sheet. The Company expensed the total value provided for the acquired assets of $ 409,000 as in-process research and development as of the acquisition date given there was no alternative future use of the acquired assets due to the early stage nature of the technology and pre-clinical materials. The following table provides a summary of warrants outstanding, issued or exercised for the three months ended March 31, 2016 . Also included is the average exercise price per share and the aggregate proceeds to the Company if exercised as of March 31, 2016 . Series June 2013 and July 2013 Novolytics March 2015 Series B Warrants December 2013 2013 Convertible Notes 2011 Totals Weighted Average Exercise Exercise Exercise Exercise Exercise Exercise Exercise Shares Price Shares Price Shares Price Shares Price Shares Price Shares Price Shares Price Balance, December 31, 2015 - $ - 488,484 $ 10.75 467,046 $ 7.00 86,408 $ 8.25 140,608 $ 7.00 27,103 $ 23.00 1,209,649 $ 8.96 Issuances 170,000 12.00 - - - - - - - - - - 170,000 12.00 Exercises - - - - - - - - - - - - - - Balance, March 31, 2016 170,000 $ 12.00 488,484 $ 10.75 467,046 $ 7.00 86,408 $ 8.25 140,608 $ 7.00 27,103 $ 23.00 1,379,649 $ 9.34 Aggregate proceeds if exercised $ 2,040,000 $ 5,251,203 $ 3,269,322 $ 712,866 $ 984,256 $ 623,369 $ 12,881,016 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity (Deficit) [Abstract] | |
Stockholders' Equity (Deficit) | 8. Stockholders’ Equity 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 393,9 39 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 94,545 shares of common stock at an exercise price of $ 10.75 per share. The Company valued these warrants as liability instruments and recorded a liability of $ 4,210,000 as of March 16, 2015. In the first quarter of 2015, the Company recorded $ 213,000 of other expenses representing the portion of the initial warrant value of the placement agent warrants related to the initial fair value of the warrants issued to the purchasers of the common stock. The remainder of the initial fair value of the warrants of $ 3,996,000 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 three months ended March 31, 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 | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company’s 2013 Stock Incentive Plan (Stock Incentive Plan) provides for the issuanc e of incentive 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 or to a subsidiary of the Company . The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. Stock options expire no later than ten years from the date of grant and generally vest and typically become exercisable over a four-year period following the date of grant. Upon the exercise of stock options, the Company issues the resulting shares from shares reserved for issuance under the Stock Incentive Plan. The Company accounts for stock options and restricted stock units related to its stock incentive plans under the provisions of ASC 718, which requires the recognition of the fair value of stock-based compensation. The fair value of stock op tions was estimated using a Black-Scholes option valuation model. This model requires the input of subjective assumptions in implementing ASC 718, including expected dividend, expected life, expected volatility and forfeiture rate of each award, as well as the prevailing risk-free interest rate and the fair value of the underlying common stock on the date of grant. The fair value of equity-based awards is amortized over the vesting period of the award, and the Company has elected to use the straight-line method of amortization. The assumptions used in the Black-Scholes option valuation model for the three months ended March 31, 2016 are set forth below. Expected Dividend : The Company does not anticipate paying any dividends on its common stock. Expected Life : The expected life represents the period that the Company expects its stock-based awards to be outstanding. The Company’s expected life assumption was based on the simplified method set forth in the SEC Staff Accounting Bulletin 110. The Company’s estimation of the expected life for stock options granted to parties other than employees or directors is the contractual term of the option award. Expected Volatility: Expected volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. The Company’s expected volatility represents the weighted average historical volatility of the shares of its common stock. Risk-Free Interest Rate : The Company bases the risk-free interest rate used on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Where the expected term of its stock-based awards does not correspond with the terms for which interest rates are quoted, the Company performs a straight-line interpolation to determine the rate from the available term maturities. Forfeiture Rate : The Company applies an estimated forfeiture rate that is derived from historical forfeited shares. If the actual number of forfeitures differs from our estimates, the Company may record additional adjustments to compensation expense in future periods. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: March 31, 2016 Risk-free interest rate 1.58 to 1.63 % Expected volatility 113.0 % Expected term (in years) 6.0 Expected dividend yield 0.0 % 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 March 31, 2016 2015 (Unaudited) (Unaudited) Research and development $ 26,000 $ 29,000 General and administrative 790,000 23,000 Total stock-based compensation $ 816,000 $ 52,000 The following table summarizes stock option activity for the three months ended March 31, 2016 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2015 723,431 669,769 $ 8.68 9.29 $ - Granted (207,208) 207,208 2.83 - - Exercised - - - - - Forfeited - - - - - Expired - (4,000) 10.00 - - Balance, March 31, 2016 516,223 872,977 $ 7.29 9.26 $ 229,076 Vested or expected to vest at March 31, 2016 704,778 $ 7.63 9.18 $ 141,846 Exercisable at March 31, 2016 99,394 $ 9.19 7.69 $ - The intrinsic value of options exercisable as of March 31, 2016 was $ 0.0 , based on the Company’s closing stock price of $ 3.94 per share and a weighted average exercise price of $ 9.19 per share. During the first quarter of 2016, the Company issued 207,208 common stock options to its employees and an executive with an average exercise price $ 2.83 per share. Included in this amount were 99,919 stock options, with an exercise price of $ 2.85 , to its Chief Financial Officer, pursuant to his employment agreement dated January 18, 2016. There were no grants of stock options to employees or directors during the three months ended March 31, 2015. As of March 31, 2016 , there was $2.8 million of total unrecognized compensation expense related to unvested stock options , which the Company expects to recognize over the weighted average remaining period of 2.72 years. Shares Reserved For Further Issuance As of March 31, 2016 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 872,977 Available for future grants under the Stock Incentive Plan 516,223 Warrants 1,379,649 Total shares reserved 2,768,849 |
Collaborative and Other Agreeme
Collaborative and Other Agreements | 3 Months Ended |
Mar. 31, 2016 | |
Collaborative and Other Agreements [Abstract] | |
Collaborative and Other Agreements | 10. 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 months ended March 31, 2016 and 2015 , the Company recorded no payments to Walter Reed Army Institute of Research under the Collaborative Research and Development Agreement. In March 2013, the Company entered into an Exclusive Channel Collaboration Agreement with Intrexon Corporation (the ECC Agreement”) . 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 March 31, 2016 . During the three months ended March 31, 2016 , the Company recorded $ 54,000 in expenses under the Exclusive Channel Collaboration Agreement, with cash payments totaling $ 56,000 . During the three months ended March 31, 2015 , the Company recorded $ 22,000 in expenses under the Exclusive Channel Collaboration Agreement, with cash payments totaling $ 3,000 . On April 13, 2016, the Company provided written notice to Intrexon of its election to voluntarily terminate the ECC Agreement. As of March 31, 2016, the Company had a liability of $ 54,000 recorded for amounts due to Intrexon. See Note 13 – Subsequent Events . 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. diffic i le. 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 November 2015, the Company renewed this collaboration, effective as of November 12, 2015. This agreement expires November 12, 2018. During the three months ended March 31, 2016 , the Company recorded $ 43,000 in expenses to the University of Leicester under the Leicester Development Agreements, with cash payments totaling $ 46,000 . During the three months ended March 31, 2015 , the Company recorded $ 35,000 in expenses to the University of Leicester under the Leicester Development Agreements, with cash payments totaling $ 50,000 . During the three months ended March 31, 2016 , the Company recognized no expense and made no payments to the University of Glasgow under the Leicester Development Agreements. During the three months ended March 31, 2015 , the Company paid $ 61,000 and expensed amounts to the University of Glasgow under the Leicester Development Agreements of $ 13,000 . 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 from the Company 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 is entitled to 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 . During the three months ended March 31, 2016 , the Company recognized revenue of $ 4,000 under the Takara Agreement. |
Severance Charge
Severance Charge | 3 Months Ended |
Mar. 31, 2016 | |
Severance Charge [Abstract] | |
Severance Charge | 11. Severance Charge In September of 2014 and 2015 two executives separated from the Company. The Company recorded severance expenses in the respective periods and accrued severance related to the cash portion due over time. The severance accrual as of December 31, 2015 and March 31, 2016 is as follows: Accrued severance, December 31, 2015 $ 308,000 Cash payments in 2016 (170,000) Accrued severance, March 31, 2016 $ 138,000 |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2016 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 12. Legal Proceedings The Company determines whether it should accrue an estimated loss for a contingency in a particular legal proceeding by assessing whether a loss is deemed probable and whether the amount can be reasonably estimated. Claim estimates that are probable and can be reasonably estimated are reflected as liabilities. Legal proceedings are inherently unpredictable and the matters in which the Company may be involved often will present complex legal and factual issues. Because of the uncertainties related to the Company’s pending litigation, investigations, inquiries or claims, management is currently unable to predict the ultimate outcome of any litigation, investigation, inquiry or claim, determine whether a liability has been incurred, or make an estimate regarding the possible loss or range of loss that could result from an unfavorable outcome. It is reasonably possible that some of the matters which may be asserted could be decided unfavorably to the Company. An adverse ruling or outcome in any lawsuit involving the Company could materially affect its business, liquidity, consolidated financial position or results of operations. In view of the unpredictable nature of such matters, the Company cannot provide any assurances regarding the outcome of any litigation, investigation, inquiry or claim to which it is a party of the impact on the Company of an adverse ruling on such matters. On April 14, 2016, a complaint was filed against the Company and certain of its board members. See Note 13 – Subsequent Events . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Series B Convertible Preferred Stock Conversion On April 8, 2016, certain holders (the “Holders”) of over two-thirds of the Company’s then-outstanding shares of Series B redeemable convertible preferred s tock (“Series B Preferred”) elected to automatically convert all outstanding shares of Series B Preferred into shares of Common Stock in accordance with Section 4.4.4(b)(ii) of the Company’s Amended and Res tated Articles of Incorporation (the “Conversion”). As a result of the Conversion, the 7,527,853 shares of Series B Preferred outstanding as of immediately prior to the Conversion have been converted into an aggregate of 1,505,560 shares of Common Stock. On April 8, 2016, the Company entered into a Common Stock Issuance Agreement (the “Agreement”) with the Holders pursuant to which the Company agreed to issue the Holders an aggregate of 853,465 shares of the Company’s Common Stock (the “Shares”). Pursuant to the Agreement, the Company and the Holders also agreed to amend the Common Stock warrants issued to the Holders pursuant to that certain Subscription Agreement, dated June 25, 2013 , in order to reduce the exercise price of such warrants from $ 7.00 per share to $ 4.05 per share and extend the expiration date thereof from June 26, 2018 to March 31, 2021 (the “Warrant Amendments”). As consideration for the Shares and the Warrant Amendments, the Holders waived their right to receive approximately $ 2.2 million in aggregate cash payments to which they were entitled upon the Conversion in respect of accrued dividends on their former shares of Series B Preferred. The Holders also waived their registration rights with respect to certain future registration statements that may be filed, and certain future public offerings that may be conducted, by the Company. Pursuant to the Agreement, if in the future the Company conducts one or more bona fide equity financings in which it sells shares of Common Stock or Preferred Stock at a price less than $ 4.05 per share (each, a “dilutive financing”), the Company will be required to issue to the Holders additional shares of Common Stock based on a specified formula. The obligation to issue additional shares in the event of any such dilutive financing (i) only applies to the lowest priced financing conducted after the date of the Agreement, (ii) is subject to limitations under applicable NYSE MKT rules relating to the issuance of additional shares in a private placement at a price less than the greater of book or market value and (iii) will expire at such time the Company has raised $ 10.0 million in gross proceeds from the sale of Common Stock and/or Preferred Stock in a bona fide financing or financings or June 30, 2018, whichever occurs first. The Company has agreed to seek shareholder approval of the issuance of up to 1,037,053 shares of Common Stock to the Holders in the future as required by the Agreement in connection with one or more dilutive financings. To the extent the Company is not permitted by applicable NYSE MKT rules to issue any additional shares of Common Stock that would otherwise be required to be issued pursuant to the terms of the Agreement as a result of a dilutive financing, the Company has agreed to pay the Holders a cash payment equal to the difference between the price per share in such dilutive financing and $4.05 for each share issued to the Holders pursuant to the Conversion. Litigation On April 14, 2016, NRM VII Holdings I, LLC (“NRM”), an affiliate of Third Security, LLC (“Third Security”), filed a complaint against the Company and certain members of the Company’s Board in the Superior Court of California, County of San Diego. Third Security is one of the principal shareholders of the Company. The complaint alleges that the Company breached the implied covenant of good faith by entering into a scheme to force NRM to convert its Series B Shares into Common Shares. The complaint further alleges that the members of the Board who were named as defendants breached their fiduciary duty of good faith owed to NRM, as one of the Company’s shareholders, by participating in this transaction. The complaint seeks unspecified monetary damages and other relief. The Company plans to vigorously defend against the claims advanced . Collaboration Agreement On April 13, 2016, the Company provided written notice to Intrexon Corporation of its election to voluntarily terminate its ECC Agreement dated March 29, 2013 (see Note 10). The effective date of the termination will be 90 days following delivery of the termination notice. The Company will not incur any early termination penalties as a result of the termination of the ECC Agreement . |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 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 accounting 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 March 31, 2016 and the results of its operations for the three months ended March 31, 2016 and 2015 . Interim results are not necessarily indicative of results for the full year or any future period. |
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. |
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. |
Warrant and Preferred Shares Conversion Feature Liability | Warrant and Preferred Shares Conversion Feature Liability The Company accounts for both warrants with anti-dilution adjustment provisions and other features and preferred share features with anti-dilution adjustment provisions under the applicable accounting guidance which requires the warrant and the preferred share features to be recorded as liabilities and adjusted to fair value at each reporting period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The ASU creates a single source of revenue guidance for companies in all industries. The new standard provides guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers, unless the contracts are within the scope of other accounting standards. It also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets. This guidance, as amended, must be adopted using either a full retrospective approach for all periods presented or a modified retrospective approach and will be effective for fiscal years beginning after December 15, 2017. The Company has not yet evaluated the potential impact of adopting the guidance on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . The ASU is part of a simplification initiative aimed at reducing complexity in accounting standards. Current GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods therein. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's results of operations or liquidity. In February 2015, the FASB issued ASU 2016-02, Leases (Topic 842) , which amends the FASB Accounting Standards Codification and creates Topic 842, "Leases." The new topic supersedes Topic 840, "Leases," and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method. The Company has not yet evaluated the potential impact of adopting the guidance on its consolidated financial statements. 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 consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which amends Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company has not yet evaluated the potential impact of adopting the guidance on its consolidated financial statements . |
Fair Value of Financial Asset21
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 Liabilities Series B preferred stock derivative liability $ - $ - $ 91,000 $ 91,000 Warrant liability - - 2,000 2,000 Total liabilities $ - $ - $ 93,000 $ 93,000 December 31, 2015 Liabilities Series B preferred stock derivative liability $ - $ - $ 1,493,000 $ 1,493,000 Warrant liability - - 6,000 6,000 Total liabilities $ - $ - $ 1,499,000 $ 1,499,000 |
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, 2015 $ 6,000 $ 1,493,000 Changes in estimated fair value (4,000) (1,402,000) Balance, March 31, 2016 $ 2,000 $ 91,000 |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at March 31, 2016 and December 31, 2015 : March 31, December 31, 2016 2015 Volatility 108 % 108 to 117 % Expected term (years), weighted average 0.04 to 0.75 0.50 to 2.50 Risk-free interest rate 0.18 to 0.49 % 0.49 to 1.19 % Dividend yield 0.00 % 0.00 % Exercise price $ 7.00 $ 7.00 Common stock closing price $ 3.94 $ 3.98 |
Warrants Through 2011 [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Series (1) Series (1) 2011 2011 Volatility 108.00 % 112.05 % Expected term (years) 0.73 0.98 Risk-free interest rate 0.48 % 0.64 % Dividend yield 0.00 % 0.00 % Exercise price $ 23.00 $ 23.00 Common stock closing price $ 3.94 $ 3.98 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Net Loss per Common Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basi c and diluted net loss per share for the periods indicated: Three Months Ended March 31, 2016 2015 Basic and diluted net loss per common share calculation: Net loss $ (3,112,000) $ (14,493,000) Accretion of Series B redeemable convertible preferred stock (1,725,000) (338,000) Net loss attributable to common stockholders $ (4,837,000) $ (14,831,000) Weighted average common shares outstanding - basic 5,883,503 4,245,816 Net loss per share of common stock - basic $ (0.82) $ (3.49) Weighted average common shares outstanding - diluted 5,883,503 4,245,816 Net loss per share of common stock - diluted $ (0.82) $ (3.49) |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities at March 31, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding for the three months ended March 31, 2016 and 2015 , as they would have been anti-dilutive: March 31, March 31, 2016 2015 Options 872,977 440,695 Warrants 1,379,649 1,266,293 Series B redeemable convertible preferred stock 7,527,853 8,671,040 Total 9,780,479 10,378,028 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrants [Abstract] | |
Summary of Warrant Information | The following table provides a summary of warrants outstanding, issued or exercised for the three months ended March 31, 2016 . Also included is the average exercise price per share and the aggregate proceeds to the Company if exercised as of March 31, 2016 . Series June 2013 and July 2013 Novolytics March 2015 Series B Warrants December 2013 2013 Convertible Notes 2011 Totals Weighted Average Exercise Exercise Exercise Exercise Exercise Exercise Exercise Shares Price Shares Price Shares Price Shares Price Shares Price Shares Price Shares Price Balance, December 31, 2015 - $ - 488,484 $ 10.75 467,046 $ 7.00 86,408 $ 8.25 140,608 $ 7.00 27,103 $ 23.00 1,209,649 $ 8.96 Issuances 170,000 12.00 - - - - - - - - - - 170,000 12.00 Exercises - - - - - - - - - - - - - - Balance, March 31, 2016 170,000 $ 12.00 488,484 $ 10.75 467,046 $ 7.00 86,408 $ 8.25 140,608 $ 7.00 27,103 $ 23.00 1,379,649 $ 9.34 Aggregate proceeds if exercised $ 2,040,000 $ 5,251,203 $ 3,269,322 $ 712,866 $ 984,256 $ 623,369 $ 12,881,016 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Weighted-Average Valuation Assumptions, Stock Option Grants | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: March 31, 2016 Risk-free interest rate 1.58 to 1.63 % Expected volatility 113.0 % Expected term (in years) 6.0 Expected dividend yield 0.0 % |
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 March 31, 2016 2015 (Unaudited) (Unaudited) Research and development $ 26,000 $ 29,000 General and administrative 790,000 23,000 Total stock-based compensation $ 816,000 $ 52,000 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2016 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2015 723,431 669,769 $ 8.68 9.29 $ - Granted (207,208) 207,208 2.83 - - Exercised - - - - - Forfeited - - - - - Expired - (4,000) 10.00 - - Balance, March 31, 2016 516,223 872,977 $ 7.29 9.26 $ 229,076 Vested or expected to vest at March 31, 2016 704,778 $ 7.63 9.18 $ 141,846 Exercisable at March 31, 2016 99,394 $ 9.19 7.69 $ - |
Shares Reserved for Future Issuance | As of March 31, 2016 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 872,977 Available for future grants under the Stock Incentive Plan 516,223 Warrants 1,379,649 Total shares reserved 2,768,849 |
Severance Charge (Tables)
Severance Charge (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Severance Charge [Abstract] | |
Severance Charges | The severance accrual as of December 31, 2015 and March 31, 2016 is as follows: Accrued severance, December 31, 2015 $ 308,000 Cash payments in 2016 (170,000) Accrued severance, March 31, 2016 $ 138,000 |
Liquidity (Narrative) (Details)
Liquidity (Narrative) (Details) - USD ($) | 63 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Liquidity [Abstract] | ||||
Retained earnings (accumulated deficit) | $ (365,634,000) | $ (362,522,000) | ||
Retained earnings (accumulated deficit) during period | (50,100,000) | |||
Cash and cash equivalents | $ 6,173,000 | $ 9,370,000 | $ 16,625,000 | $ 6,581,000 |
Significant Accounting Polici27
Significant Accounting Policies (Details) | Aug. 03, 2015$ / sharesshares | Mar. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares | Aug. 02, 2015shares |
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 | 670,000,000 | 445,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 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 ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B preferred stock derivative liability | $ 91,000 | $ 1,493,000 |
Warrant liability | 2,000 | 6,000 |
Total liabilities | $ 93,000 | $ 1,499,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B preferred stock derivative liability | ||
Warrant liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B preferred stock derivative liability | ||
Warrant liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Series B preferred stock derivative liability | $ 91,000 | $ 1,493,000 |
Warrant liability | 2,000 | 6,000 |
Total liabilities | $ 93,000 | $ 1,499,000 |
Fair Value of Financial Asset29
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Change in Fair Value of Series B Convertible Stock) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Derivatives And Fair Value [Line Items] | |
Balance, Warrant Liability | $ 6,000 |
Balance, Series B Redeemable Preferred Stock Liability | 1,493,000 |
Balance, Warrant Liability | 2,000 |
Balance, Series B Redeemable Preferred Stock Liability | 91,000 |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, Series B Redeemable Preferred Stock Liability | 1,493,000 |
Changes in estimated fair value | (1,402,000) |
Balance, Series B Redeemable Preferred Stock Liability | 91,000 |
Warrant Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, Warrant Liability | 6,000 |
Changes in estimated fair value | (4,000) |
Balance, Warrant Liability | $ 2,000 |
Fair Value of Financial Asset30
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for Warrants) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |||
Common stock closing price | $ 3.94 | ||
Warrants Through 2011 [Member] | |||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |||
Volatility | [1] | 108.00% | 112.05% |
Expected term (years) | [1] | 8 months 23 days | 11 months 23 days |
Risk-free interest rate | [1] | 0.48% | 0.64% |
Dividend yield | [1] | 0.00% | 0.00% |
Exercise price | [1] | $ 23 | $ 23 |
Common stock closing price | [1] | $ 3.94 | $ 3.98 |
[1] | See Note 7 - 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) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Common stock closing price | $ 3.94 | |
Series B redeemable convertible preferred stock [Member] | ||
Volatility | 108.00% | |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 7 | $ 7 |
Common stock closing price | $ 3.94 | $ 3.98 |
Series B redeemable convertible preferred stock [Member] | Minimum [Member] | ||
Volatility | 108.00% | |
Expected term (years) | 15 days | 6 months |
Risk-free interest rate | 0.18% | 0.49% |
Series B redeemable convertible preferred stock [Member] | Maximum [Member] | ||
Volatility | 117.00% | |
Expected term (years) | 9 months | 2 years 6 months |
Risk-free interest rate | 0.49% | 1.19% |
Net Loss per Common Share (Basi
Net Loss per Common Share (Basic and Diluted Income (Loss) Per Share) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Basic and diluted net income (loss) per common share calculation: | |||
Net income (loss) | $ (3,112,000) | $ (14,493,000) | $ (516,000) |
Accretion of Series B redeemable convertible preferred stock | (1,725,000) | (338,000) | |
Net (loss) income attributable to common stockholders | $ (4,837,000) | $ (14,831,000) | |
Weighted average number of shares of common stock outstanding - basic | 5,883,503 | 4,245,816 | |
Net loss per share of common stock - basic | $ (0.82) | $ (3.49) | |
Weighted average number of shares of common stock outstanding - diluted | 5,883,503 | 4,245,816 | |
Net loss per share of common stock - diluted | $ (0.82) | $ (3.49) |
Net Loss per Common Share (Anti
Net Loss per Common Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 9,780,479 | 10,378,028 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 872,977 | 440,695 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 1,379,649 | 1,266,293 |
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 | 7,527,853 | 8,671,040 |
Redeemable Convertible Prefer34
Redeemable Convertible Preferred Stock (Details) | Aug. 03, 2015 | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2013$ / sharesshares |
Class of Stock [Line Items] | ||||||
Gain (loss) on remeasurement of conversion feature | $ 7,105,000 | |||||
Fair value of Series B stock conversion liability | $ 19,425,000 | |||||
Amount reclassified to Series B from APIC to adjust redemption value | $ (1,402,000) | $ (8,971,000) | ||||
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 | |||||
Preferred Stock, initial stated value per share | $ / shares | $ 1.40 | |||||
Preferred Stock, par value per share | $ / shares | $ 0.01 | |||||
Number of shares of common stock for which each Series B share can be converted | 0.20 | |||||
Preferred Stock dividend rate | 10.00% | |||||
Redeemable convertible preferred stock dividends declared | $ 0 | |||||
Trigger price per share for redemption and conversion features of embedded derivative | $ / shares | $ 7 | |||||
Gain (loss) on remeasurement of conversion feature | $ 1,402,000 | |||||
Amount reclassified to Series B from APIC to adjust redemption value | $ 1,402,000 |
Warrants (Narrative) (Details)
Warrants (Narrative) (Details) - USD ($) | 1 Months Ended | |||
Jan. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 16, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants | $ 9.34 | $ 8.96 | ||
Placement Agent [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants | 94,545 | |||
Exercise price of warrants | $ 10.75 | |||
Novolytics Ltd [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Cash consideration for assets acquired | $ 205,000 | |||
Number of securities called by warrants | 170,000 | |||
Exercise price of warrants | $ 12 | |||
Value of warrants issued | $ 204,000 | |||
Novolytics Ltd [Member] | Research and development expense [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Fair value of assets acquired | $ 409,000 |
Warrants (Number of Warrants, E
Warrants (Number of Warrants, Exercise Price, Aggregate Proceeds of Warrants if Exercised) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | 1,209,649 |
Shares, Issuances | shares | 170,000 |
Shares, Balance at March 31, 2016 | shares | 1,379,649 |
Aggregate proceeds if exercised | $ | $ 12,881,016 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 8.96 |
Weighted Average Exercise Price, Issuances | $ / shares | 12 |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 9.34 |
Novolytics Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | |
Shares, Issuances | shares | 170,000 |
Shares, Exercises | shares | |
Shares, Balance at March 31, 2016 | shares | 170,000 |
Aggregate proceeds if exercised | $ | $ 2,040,000 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | |
Weighted Average Exercise Price, Issuances | $ / shares | $ 12 |
Weighted Average Exercise Price, Exercises | $ / shares | |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 12 |
Warrants Through March 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | 488,484 |
Shares, Balance at March 31, 2016 | shares | 488,484 |
Aggregate proceeds if exercised | $ | $ 5,251,203 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 10.75 |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 10.75 |
2013 Series B Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | 467,046 |
Shares, Balance at March 31, 2016 | shares | 467,046 |
Aggregate proceeds if exercised | $ | $ 3,269,322 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 7 |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 7 |
Warrants Through December 2013 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | 86,408 |
Shares, Balance at March 31, 2016 | shares | 86,408 |
Aggregate proceeds if exercised | $ | $ 712,866 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 8.25 |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 8.25 |
Convertible Promissory Notes [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | 140,608 |
Shares, Balance at March 31, 2016 | shares | 140,608 |
Aggregate proceeds if exercised | $ | $ 984,256 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 7 |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 7 |
Warrants Through 2011 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | shares | 27,103 |
Shares, Balance at March 31, 2016 | shares | 27,103 |
Aggregate proceeds if exercised | $ | $ 623,369 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 23 |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ / shares | $ 23 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) | Mar. 16, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||
Exercise price of warrants | $ 9.34 | $ 8.96 | ||
Warrant liability | $ 2,000 | $ 6,000 | ||
Increase (decrease) to additional paid in capital resulting from warrants issued | $ 204,000 | |||
Decrease to additional paid-in capital resulting from warrants issued | $ (3,996,000) | |||
Other expenses related to issuance of warrants | 213,000 | |||
Placement Agent [Member] | ||||
Class of Stock [Line Items] | ||||
Number of securities called by warrants | 94,545 | |||
Exercise price of warrants | $ 10.75 | |||
Fees paid to placement agent | $ 833,000 | |||
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 | $ 8.25 | |||
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 | $ 4,210,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intrinsic value of options exercisable | $ 0 | |
Weighted average exercise price of options outstanding | $ 9.19 | |
Common stock closing price | 3.94 | |
Weighted average exercise price, options exercisable | $ 9.19 | |
Options granted in stock option grant | 207,208 | |
Exercise price of options granted | $ 2.83 | |
Weighted-average remaining period for recognition of compensation costs related to unvested options | 2 years 3 months 18 days | |
Employees and an Executive [Member] | ||
Options granted in stock option grant | 207,208 | 0 |
Exercise price of options granted | $ 2.83 | |
Chief Financial Officer [Member] | ||
Options granted in stock option grant | 99,919 | |
Exercise price of options granted | $ 2.85 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions for Options) (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Volatility | 113.00% |
Expected term (years) | 6 years |
Dividend yield | 0.00% |
Minimum [Member] | |
Risk-free interest rate | 1.58% |
Maximum [Member] | |
Risk-free interest rate | 1.63% |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 816,000 | $ 52,000 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 26,000 | 29,000 |
General and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 790,000 | $ 23,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stock-Based Compensation [Abstract] | ||
Shares Available for Grant, Balance at December 31, 2015 | 723,431 | |
Shares Available for Grant, Granted | (207,208) | |
Shares Available for Grant, Exercised | ||
Shares Available for Grant, Forfeited | ||
Shares Available for Grant, Expired | ||
Shares Available for Grant, Balance at March 31, 2016 | 516,223 | 723,431 |
Shares, Balance at December 31, 2015 | 669,769 | |
Shares, Granted | 207,208 | |
Shares, Exercises | ||
Shares, Forfeited | ||
Shares, Expired | (4,000) | |
Shares, Balance at March 31, 2016 | 872,977 | 669,769 |
Shares, Vested or expected to vest at March 31, 2016 | 704,778 | |
Shares, Exercisable at March 31, 2016 | 99,394 | |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ 8.68 | |
Weighted Average Exercise Price, Granted | $ 2.83 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Expired | $ 10 | |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | 7.29 | |
Weighted Average Exercise Price, Vested or expected to vest at March 31, 2016 | 7.63 | |
Weighted Average Exercise Price, Exercisable at March 31, 2016 | $ 9.19 | |
Average Remaining Contractual Term (Years), Outstanding at December 31, 2015 | 9 years 3 months 4 days | 9 years 3 months 15 days |
Average Remaining Contractual Term (Years), Outstanding at March 31, 2016 | 9 years 3 months 4 days | 9 years 3 months 15 days |
Average Remaining Contractual Term (Years), Vested or expected to vest at March 31, 2016 | 9 years 2 months 5 days | |
Average Remaining Contractual Term (Years), Exercisable at March 31, 2016 | 7 years 8 months 9 days | |
Intrinsic Value, Outstanding at March 31, 2016 | $ 229,076 | |
Intrinsic Value, Vested or expected to vest at March 31, 2016 | 141,846 | |
Intrinsic Value, Exercisable at March 31, 2016 | $ 0 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stock-Based Compensation [Abstract] | ||
Stock options outstanding | 872,977 | 669,769 |
Available for future grants under the Stock Incentive Plan | 516,223 | 723,431 |
Warrants | 1,379,649 | 1,209,649 |
Total shares reserved | 2,768,849 |
Collaborative and Other Agree43
Collaborative and Other Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Licensing Payments Received | $ 106,000 | $ 102,000 | ||
Intrexon Corporation [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Fees Payable Upon Commencement Of The First Phase 2 Trial | 2,500,000 | |||
Fees Payable Upon First Regulatory Approval | 5,000,000 | |||
Expenses Incurred Under Channel Collaborative Agreement | 54,000 | 22,000 | ||
Cash Paid For Channel Collaboration Agreement | 56,000 | 3,000 | ||
Liability for amounts due to terminated channel collaboration partner | 54,000 | |||
University Of Leicester [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Expenses Incurred Under Channel Collaborative Agreement | 43,000 | 35,000 | ||
Cash Paid For Channel Collaboration Agreement | 46,000 | 50,000 | ||
University Of Glasgow [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments For Services Under Collaborative Agreement | 13,000 | |||
Expenses Incurred Under Channel Collaborative Agreement | 0 | |||
Cash Paid For Channel Collaboration Agreement | 0 | 61,000 | ||
Walter Reed Army Institute Of Research [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments For Services Under Collaborative Agreement | 0 | $ 0 | ||
Takara Bio Inc [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Licensing Payments Received | $ 40,000 | |||
Patent license agreement revenue | $ 4,000 | |||
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 (Severance Acc
Severance Charge (Severance Accrual) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Severance Charge [Abstract] | |
Accrued severance, December 31, 2015 | $ 308,000 |
Cash payments in 2016 | (170,000) |
Accrued severance, March 31, 2016 | $ 138,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 08, 2016 | Apr. 07, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock shares issued to Holders | 5,883,503 | 5,883,503 | ||
Exercise price of warrants | $ 9.34 | $ 8.96 | ||
Subsequent Event [Member] | Common Stock Issuance Agreement [Member] | ||||
Exercise price of warrants | $ 4.05 | $ 7 | ||
Warrant Expiration Date | March 31, 2021 | June 26, 2018 | ||
Cash payments in respect of accrued dividends | $ 2.2 | |||
Proceeds from sale of common or preferred stock | $ 10 | |||
Subsequent Event [Member] | Common Stock Issuance Agreement [Member] | Minimum [Member] | ||||
Shares issued, price per share | $ 4.05 | |||
Subsequent Event [Member] | Common Stock Issuance Agreement [Member] | Maximum [Member] | ||||
Number of shares issued for which shareholder approval must be sought | 1,037,053 | |||
Subsequent Event [Member] | Series B redeemable convertible preferred stock [Member] | Holders Election Conversion [Member] | ||||
Preferred stock shares outstanding | 7,527,853 | |||
Subsequent Event [Member] | Common Stock [Member] | Common Stock Issuance Agreement [Member] | ||||
Shares issued | 853,465 | |||
Subsequent Event [Member] | Common Stock [Member] | Holders Election Conversion [Member] | ||||
Shares of common stock issued upon conversion of preferred stock | 1,505,560 |