Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
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 Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 16,267,000 | ||
Entity Common Stock, Shares Outstanding | 16,488,120 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 5,711,000 | $ 9,370,000 |
Accounts receivable | 25,000 | 125,000 |
Prepaid expenses and other current assets | 619,000 | 521,000 |
Total current assets | 6,355,000 | 10,016,000 |
Property and equipment, net | 1,072,000 | 1,131,000 |
In process research and development | 10,461,000 | 12,446,000 |
Acquired patents, net | 307,000 | 338,000 |
Goodwill | 7,562,000 | |
Total assets | 18,195,000 | 31,493,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,659,000 | 1,044,000 |
Deferred revenue | 245,000 | |
Accrued compensation | 895,000 | 728,000 |
Dividends payable | 38,000 | 368,000 |
Insurance premium liability | 185,000 | |
Notes payable (Note 8) | 803,000 | |
Total current liabilities | 3,580,000 | 2,385,000 |
Derivative liabilities | 2,443,000 | 1,499,000 |
Deferred tax liability | 2,449,000 | 3,005,000 |
Total liabilities | 8,472,000 | 6,889,000 |
Series B redeemable convertible preferred stock | ||
$0.01 par value, 9,357,935 shares authorized at December 31, 2016 and 2015, respectively, no shares and 7,527,853 shares issued and outstanding at December 31, 2016 and 2015, respectively (liquidation preference of $0 and $13,383,000 at December 31, 2016 and 2015, respectively) | 11,890,000 | |
Stockholders' equity | ||
Common stock, $0.01 par value, 670,000,000 shares authorized at December 31, 2016 and 2015, 16,488,120 and 5,883,503 shares issued and outstanding at December 31, 2016 and 2015, respectively | 165,000 | 59,000 |
Additional paid-in capital | 390,918,000 | 375,177,000 |
Accumulated deficit | (381,360,000) | (362,522,000) |
Total stockholders' equity (deficit) | 9,723,000 | 12,714,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders' equity | $ 18,195,000 | $ 31,493,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 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 | 0 | 7,527,853 |
Series B redeemable convertible preferred stock, shares outstanding | 0 | 7,527,853 |
Series B redeemable convertible preferred stock liquidation preference | $ 0 | $ 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 | 16,488,120 | 5,883,503 |
Common stock, shares outstanding | 16,488,120 | 5,883,503 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 260,000 | $ 475,000 |
Operating expenses | ||
Research and development | 5,678,000 | 3,992,000 |
General and administrative | 8,413,000 | 6,710,000 |
Impairment charges | 9,547,000 | |
Total operating expenses | 23,638,000 | 10,702,000 |
Loss from operations | (23,378,000) | (10,227,000) |
Other income (expense) | ||
Change in fair value of derivative liabilities | 4,538,000 | 9,940,000 |
Other expenses | (554,000) | (302,000) |
Total other income, net | 3,984,000 | 9,638,000 |
Loss before taxes | (19,394,000) | (589,000) |
Income tax benefit | 556,000 | 73,000 |
Net loss | (18,838,000) | (516,000) |
Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock | (3,580,000) | |
Accretion of Series B redeemable convertible preferred stock | (1,858,000) | (10,278,000) |
Net loss attributable to common stockholders | $ (24,276,000) | $ (10,794,000) |
Per share information: | ||
Net loss per share of common stock - basic & diluted | $ (2.47) | $ (1.99) |
Weighted average number of shares of common stock outstanding - basic & diluted | 9,838,455 | 5,411,204 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series B redeemable convertible preferred stock [Member] | Total |
Balances at Dec. 31, 2014 | $ 40,000 | $ 365,403,000 | $ (362,006,000) | $ 1,990,000 | $ 3,437,000 |
Balances (in shares) at Dec. 31, 2014 | 3,983,182 | 8,671,040 | |||
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 preferred stock | (8,971,000) | 8,971,000 | (8,971,000) | ||
Conversion of Series B redeemable convertible preferred stock to common stock, value | $ 2,000 | 1,504,000 | $ (378,000) | 1,506,000 | |
Conversion of Series B redeemable convertible preferred stock to common stock, shares | 228,637 | (1,143,187) | |||
Common stock issued in financing, net of offering costs | $ 16,000 | 8,250,000 | 8,266,000 | ||
Common stock issued in financing, net of offering costs (in shares) | 1,575,758 | ||||
Warrants exercised | $ 1,000 | 1,072,000 | 1,073,000 | ||
Warrants exercised (in shares) | 56,645 | ||||
Warrants reclassified from liabilities to equity due to amendment of warrants | 5,462,000 | 5,462,000 | |||
Warrants reclassified from liabilities to equity due to increase in authorized shares | 3,281,000 | $ 3,281,000 | |||
Exercise of common stock options (shares) | 39,281 | 214,815 | |||
Stock-based compensation | 479,000 | $ 479,000 | |||
Stock-based compensation - severance | 4,000 | 4,000 | |||
Balances at Dec. 31, 2015 | $ 59,000 | 375,177,000 | (362,522,000) | $ 11,890,000 | 12,714,000 |
Balances (in shares) at Dec. 31, 2015 | 5,883,503 | 7,527,853 | |||
Net loss | (18,838,000) | (18,838,000) | |||
Accretion of dividends on Series B redeemable convertible preferred stock | (365,000) | $ 365,000 | (365,000) | ||
Accretion to redemption value of Series B redeemable convertible preferred stock | (1,493,000) | 1,493,000 | (1,493,000) | ||
Conversion of Series B redeemable convertible preferred stock to common stock, value | $ 24,000 | 10,605,000 | $ (13,748,000) | 10,629,000 | |
Conversion of Series B redeemable convertible preferred stock to common stock, shares | 2,359,025 | (7,527,853) | |||
Warrants issued for Novolytics assets (value) | 204,000 | 204,000 | |||
Common stock issued in June 2016 financing, net of offering costs and warrants (value) | $ 21,000 | 2,613,000 | 2,634,000 | ||
Common stock issued in June 2016 financing, net of offering costs and warrants (shares) | 2,127,660 | ||||
Common stock issued in November 2016 financing, net of offering costs and warrants (value) | $ 53,000 | 632,000 | 685,000 | ||
Common stock issued in November 2016 financing, net of offering costs and warrants (shares) | 5,335,000 | ||||
Common stock issued pursuant to anti-dilution rights (value) | $ 7,000 | 1,538,000 | 1,545,000 | ||
Common stock issued pursuant to anti-dilution rights (shares) | 750,206 | ||||
Common stock issued under the employee stock purchase plan (value) | $ 1,000 | 12,000 | 13,000 | ||
Common stock issued under the employee stock purchase plan (shares) | 32,726 | ||||
Stock-based compensation | 1,995,000 | 1,995,000 | |||
Balances at Dec. 31, 2016 | $ 165,000 | $ 390,918,000 | $ (381,360,000) | $ 9,723,000 | |
Balances (in shares) at Dec. 31, 2016 | 16,488,120 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net loss | $ (18,838,000) | $ (516,000) |
Adjustments required to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative and warrant liabilities | (4,538,000) | (9,940,000) |
Impairment charges | 9,547,000 | |
Stock-based compensation | 1,995,000 | 483,000 |
Costs related to equity offerings, and other | 756,000 | 213,000 |
Deferred taxes | (556,000) | (73,000) |
Noncash interest expense | 6,000 | |
Amortization of patents | 31,000 | 31,000 |
Depreciation expenses | 338,000 | 299,000 |
Gain on re-valuation of liquidated damages liability | (120,000) | |
Changes in operating assets and liabilities net of acquisitions: | ||
Accounts receivable, net | 100,000 | (25,000) |
Accounts payable, accrued expenses, deferred revenue and other | 298,000 | (123,543) |
Accrued compensation | 167,000 | 172,543 |
Prepaid expenses and other current assets | 105,000 | (182,000) |
Net cash used in operating activities | (10,589,000) | (9,781,000) |
Investing activities: | ||
Purchases of property and equipment | (279,000) | (210,000) |
Net cash used in investing activities | (279,000) | (210,000) |
Financing activities: | ||
Proceeds from warrant exercises | 396,000 | |
Costs of Series B redeemable convertible preferred stock conversion to common stock | (173,000) | |
Dividend payments | (80,000) | |
Proceeds from equity offerings, net | 7,566,000 | 12,384,000 |
Proceeds from stock issuance under employee stock purchase plan | 13,000 | |
Principal payment on note payable and other financing liability | (117,000) | |
Net cash provided by financing activities | 7,209,000 | 12,780,000 |
Net (decrease) increase in cash and cash equivalents | (3,659,000) | 2,789,000 |
Cash and cash equivalents, beginning of period | 9,370,000 | 6,581,000 |
Cash and cash equivalents, end of period | 5,711,000 | 9,370,000 |
Supplemental schedule of non-cash financing activities: | ||
Accretion of Series B redeemable convertible preferred stock | 1,858,000 | 10,278,000 |
Fair value of warrant liability upon issuance | 4,745,000 | $ 4,210,000 |
Unpaid offering costs | $ 69,000 |
Organization and Description of
Organization and Description of the Business | 12 Months Ended |
Dec. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity The Company has prepared its 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 and has negative operating cash flows for the years ended December 31, 2016 and 2015 . 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 December 31, 2016 , the Company had cash and cash equivalents of $ 5 .7 million. Management believes that its existing resources will be sufficient to fund its planned operations through mid-April 2017. We plan to raise additional capital to support our operations and product development activities in 2017 and beyond. We may seek to raise capital through a variety of sources, including the public equity market, private equity financings, collaborative arrangements, license arrangements, and/or public or private debt. We cannot be certain that we will be able to enter into any such arrangements on reasonable terms, or at all. The Company’s ability to raise additional funds will depend, in part, on the success of the Company’s preclinical studies and clinical trials and other product development activities, regulatory events, the Company’s ability to identify and enter into in-licensing or other strategic arrangements, and other events or conditions that may affect the value or prospects of the Company, as well as factors related to financial, economic, and market conditions, many of which are beyond the Company’s 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 defer, reduce or eliminate significant planned expenditures, restructure, curtail or eliminate some or all of its development programs or other operations, dispose of technology or assets, pursue an acquisition of the Company by a third party at a price that may result in a loss on investment for its stockholders, enter into arrangements that may require the Company to relinquish rights to certain of its product candidates, technologies or potential markets, file for bankruptcy or cease operations altogether. Any of these events could have a material adverse effect on the Company’s business, financial condition and results of operations and result in a loss of investment to its stockholders. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Presentation The 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. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. On an ongoing basi s, management evaluates these estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of deposits with commercial banks and financial institutions. Cash equivalents include short-term investments that have a maturity at the time of purchase of three months or less, are readily convertible into cash and have an insignificant level of valuation risk attributable to potential changes in interest rates. Accounts Receivable Accounts receivable amounts are stated at their face amounts less any allowance for doubtful accounts. Provisions for doubtful accounts are estimated based on assessment of the probable collection from specific customer accounts and other known factors. For the years ended December 31, 2016 and 2015, the provisions for doubtful accounts were immaterial. Property and Equipment Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement, or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company’s estimated useful life for property and equipment is as follows: Estimated Useful Lives Laboratory equipment 5 – 10 years Office and computer equipment 3 – 5 years Leasehold improvements Shorter of lease term or useful life The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets or asset groups . No impairment losses have been recorded since inception. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of prepaid insurance, deferred licensing costs and deposits. Goodwill The Company accounts for goodwill in accordance with provisions in Accounting Standards Codification (“ASC”) No. 350, Goodwill and Other Intangible Assets, which require that goodwill be tested for impairment at least annually. Goodwill is not amortized, but is reviewed for impairment annually or more frequently if indicators of impairment are present. We determine whether goodwill may be impaired by comparing the carrying value of our single reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value is less than the carrying amount, a more detailed analysis is performed to determine whether goodwill is impaired. The impairment loss, if any, is measured as the excess of the carrying value of the goodwill over the implied fair value of the goodwill and is recorded in our consolidated statements of operations . The Company’s accounting policy is to perform the annual impairment assessment of goodwill as of December 31 each year. As of December 31, 2016, the Company had a compressed market capitalization, less than the carrying amount of goodwill. The Company estimated the fair value in step one of the goodwill impairment test based on the income approach which included discounted cash flows. The fair value measurements utilized to perform the impairment analysis are categorized within Level 3 of the fair value hierarchy. Significant management judgment is required in the forecast of future operating results that are used in the Company’s impairment analysis. The estimates the Company used are consistent with the plans and estimates that it uses to manage its business. Significant assumptions utilized in the Company’s income approach model included the probability of success of our research and development programs, timing of commercialization of these programs, as well as anticipated growth rates. The Company’s discounted cash flows required management judgment with respect to forecasted sales, launch of new products, gross margins, selling, general and administrative expenses, and capital expenditures and the selection and use of an appropriate discount rate. For purposes of calculating the discounted cash flows, the Company estimated future revenue based on projected commercialization time, market penetration rate and probabilities of success for each of the research and development programs. Future cash flows were then discounted to present value at a discount rate of 16.8% . Terminal value is not incorporated in the analysis due to the nature of the pharmaceutical and bioscience products. The Company's market capitalization was also considered in assessing the reasonableness of the Company’s fair value as determined in step one of the goodwill impairment test. The Company’s assessment resulted in a fair value that was lower than the Company’s carrying value of net assets at December 31, 2016. Based upon step one of the impairment test, the Company determined that its goodwill was impaired and that step two of the test was required to measure the amount of goodwill impairment. As a result of step two, the Company recorded a charge of $7.6 million, representing the write-off of the entire balance of goodwi ll, in the operating section of the statement of operations, for the year ended December 31, 2016. In Process Research and Development In Process Research & Development (IPR&D) assets represent capitalized incomplete research projects that we acquired through business combinations. Such assets are initially measured at their acquisition date fair values, and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of research and development efforts associated with the projects. Upon successful completion of each project, we make a determination as to the then remaining useful life of the intangible asset and begin amortization . We periodically re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate. We review our indefinite-lived intangibles, including IPR&D assets, for impairment at least annually. The authoritative accounting guidance provides an optional qualitative assessment for any indicators that indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not that the indefinitely-lived intangible assets, including IPR&D, are impaired, fair value of the indefinite-lived intangible assets is compared with the carrying amount and impairment is recorded for any excess of the carrying amount over the fair value of the indefinite-lived intangible assets. The Company estimated the fair value of our IPR&D assets based on the income approach which included discounting expected net cash flows associated with the assets to a net present value. The fair value measurements utilized to perform the impairment analysis of IPR&D are categorized within Level 3 of the fair value hierarchy. Significant management judgment is required in the forecast of future operating results that are used in the Company’s impairment analysis. The estimates the Company used are consistent with the plans and estimates that it uses to manage its business. Significant assumptions utilized in the Company’s income approach model included timing of clinical studies and regulatory approvals, the probability of success of our research and development programs, timing of commercialization of these programs, forecasted sales, gross margin, selling, general and administrative expenses, capital expenditures, as well as anticipated growth rate s . Management also determined that 16.8% was an appropriate discount rate to estimate the fair value of our IPR&D assets. As a result of the impairment analysis performed, management concluded that our IPR&D assets of $5.2 million related to the 2012 acquisition of SPH’s know-how and phage libraries which are being utilized in our lead product candidate for development of a treatment for S. aureus infections was not impaired. Our IPR&D assets of $7.3 million related to the 2011 acquisition of Biocontrol’s know-how and phage library, which are being utilized in the development of our treatment of P. aeruginosa infections , were impaired. The Company recorded an impairment charge of $2.0 million, representing the excess of carrying amount over the fair value, within loss from operations for the year ended December 31, 2016. Patents Patents are recorded at fair value and are amortized using the straight-line method over their estimated useful lives. As of December 31, 2016, the gross amount of our patent assets was $493,000 with accumulated amortization of $186,000 . Annual patent amortization expense for the next five years and thereafter are estimated as follows: Patent Amortization 2017 $ 31,000 2018 31,000 2019 31,000 2020 31,000 2021 31,000 Thereafter through December 2026 152,000 Total patent amortization expense $ 307,000 Stock-Based Compensation The Company records compensation expense associated with stock options in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures, over the requisite service period of the award. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Share-based compensation expense recognition is based on awards ultimately expected to vest and is reduced for estimated forfeitures. The authoritative guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Warrants, Preferred Shares Conversion Feature and Derivative Liabilities The Company accounts for warrants and derivative instruments and preferred shares conversion feature 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. Changes in fair value of warrant and derivative liabilities are recorded as non-operating income or loss in the consolidated statements of operations. Foreign Currency Translations and Transactions The functional currency of our wholly owned subsidiaries is the U.S. dollar. Revenue Recognition The Company generates revenue from sub-licensing agreements from our former gene therapy program. Revenue under technology licenses typically consists of nonrefundable, up-front license fees, technology access fees, royalties on product sales, and various other payments. The Company classifies advance payments received in excess of amounts earned as deferred revenue. Research and Development Costs Research and development costs include salaries, costs of outside collaborators and outside services, allocated facility, occupancy and utility expenses, which are partially offset by the benefit of Australian government tax rebates. The Company expenses research and development costs as incurred. Income Taxes We utilize the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the future tax consequences of temporary differences using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences include the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carryforwards. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. We assess the likelihood that our deferred tax assets will be recovered from future taxable income. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. As of December 31, 2016 and 2015 , the Company has unrecognized tax benefits related to its domestic research tax credits of approximately $2.1 million and $2.1 million, respectively. Basic and Diluted Net (Loss) Income per Common Share Basic net (loss) income per common share is computed by dividing the net (loss) income attributable to common stockholders, less the impact under the two-class method of the preferred stockholders’ participation rights in the Company’s undistributed earnings, by the weighted average number of common shares outstanding during the period, excluding the dilutive effect of preferred stock, warrants to purchase common stock, and stock options. Diluted net (loss) income per share of common stock is computed by dividing 1) the net (loss) income attributable to common stockholders, adjusted by income (loss) related to potential diluted preferred stock and warrants to purchase shares of our common stock by the sum of 2) the weighted average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock, warrants to purchase common stock, stock options outstanding during the period calculated in accordance with the treasury stock method, and any additional dilutive instruments, although these shares, options and warrants and dilutive instruments are excluded if their effect is anti-dilutive. 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 also 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. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements In May 2014, the FASB issued 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 with early adoption permitted. The Company plans to adopt this ASU on January 1, 2018 , and is in the process of evaluating the 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 Company adopted this ASU as of December 31, 2016 and conformed its footnote disclosure in accordance with the disclosure requirements under this standard. 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 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 U.S. 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 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. The Company is in the process of evaluating the potential impact of adopting the guidance on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Cash Flow Statements, Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow classification issues with the objective of reducing diversity in practice. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other, Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This new guidance will be applied prospectively, and is effective for calendar year end companies in 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. Adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 12 Months Ended |
Dec. 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 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. The Company estimates fair values of derivative instruments utilizing Level 3 inputs, which is based on the lowest level of any input that is significant to the fair value measurement. The Company uses the Monte Carlo and Black Scholes valuation technique for derivatives which embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, risk free rates) necessary to determine fair value of these instruments. The Company’s derivative liabilities are marked-to-market with the changes in fair value recorded as a component of change in fair value of derivative liabilities in the Company’s consolidated statements of operations. Estimating fair values of derivative financial instruments, including Level 3 instruments, requires the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in our trading market price, the trading market price of various peer companies and other key assumptions. Since derivative financial instruments are initially and subsequently carried at fair value, our income will reflect this sensitivity of internal and external factors. Items measured at fair value on a recurring basis include common stock warrants, and embedded derivatives related to the Company’s redeemable convertible preferred stock, and a dilutive financing derivative liability established on April 8, 2016. 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 December 31, 2016 Liabilities June 2016 offering warrant liability $ - $ - $ 274,000 $ 274,000 Dilutive financing derivative liability - - 126,000 126,000 November 2016 offering warrant liability - - 2,043,000 2,043,000 Total liabilities $ - $ - $ 2,443,000 $ 2,443,000 December 31, 2015 Liabilities Series B preferred stock derivative liability $ - $ - $ 1,493,000 $ 1,493,000 2011 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 years ended December 31, 2016 and 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, warrant liabilities and dilutive financing 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 Dilutive Financing 2011 Warrant June 2016 Offering Stock Derivative Derivative November 2016 Offering Liability Warrant Liability Liability Liability Warrant Liability Balance, December 31, 2015 $ 6,000 $ - $ 1,493,000 $ - $ - Creation of derivative or warrant liability - 1,816,000 - 2,282,000 2,929,000 Changes in estimated fair value (6,000) (1,542,000) (1,493,000) (611,000) (886,000) Payout from liability - - - (1,545,000) - Balance, December 31, 2016 $ - $ 274,000 $ - $ 126,000 $ 2,043,000 The fair value of the November 2 016 offering warrant liability on the date of issuance and on December 31, 2016 was estimated using the Monte Carlo valuation model. This method of valuation involves using inputs such as the fair value of the Company’s common stock, stock price volatility, contractual term of the warrants, risk–free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrant is considered a Level 3 measurement. The following assumptions were used on November 22, 2016 (issuance date) and December 31, 2016: December 31, 2016 November 22, 2016 Volatility 112 % 116 % Expected term (years) 4.89 5.00 Risk-free interest rate 1.91 % 1.77 % Dividend yield 0.00 % 0.00 % Exercise price $0.75 $0.75 Common stock closing price $0.44 $0.62 The fair value of the June 2016 offering warrant liability on the date of issuance and on each re-measurement date was estimated using the Black-Scholes valuation model. This method of valuation involves using inputs such as the fair value of the Company’s common stock, stock price volatility, 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 on June 3, 2016 (issuance date) and December 31, 2016: December 31, 2016 June 3, 2016 Volatility 118 % 123 % Expected term (years) 4.42 5.00 Risk-free interest rate 1.80 % 1.23 % Dividend yield 0.00 % 0.00 % Exercise price $2.25 $2.25 Common stock closing price $0.44 $2.06 The dilutive financing derivative liability was recorded on the accompanying consolidated balance sheet at its initial value on April 8, 2016 and is marked-to-market at each balance sheet date until the liability is relieved. The fair value of the dilutive financing 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, expected future financings, risk–free interest rates and dividend yields. Due to the nature of these inputs, the valuation of future potential dilutive financings is considered a Level 3 measurement. The following assumptions were used to value the dilutive financing derivative liability from the inception date of April 8, 2016 through September 30, 2016: Volatility 108 to 121 % Expected term (years), weighted average 1.75 to 2.23 Risk-free interest rate 0.58 to 0.79 % Dividend yield 0.00 % Stock price dilutive limit $2.35 to $4.05 Common stock closing price $1.52 to $3.68 From April 8, 2016, the date of the Common Stock Issuance Agreement (“CSIA”) through December 31, 2016, the Company raised capital from issuance of common stock and related warrants for gross proceeds of approximately $9.0 million that were dilutive in accordance with the provisions of the CSIA agreement. The Company issued 750,206 shares in June 2016 to the parties to the CSIA and the Company became obligated to issue additional common shares to the parties to the CSIA in connection with a financing transaction completed by the Company in November 2016. The maximum number of shares that the Company could issue under the rules of the NYSE MKT and the terms of the CSIA agreement was 286,846 shares as of December 31, 2016. As of the balance sheet date, the dilutive financing liability was valued at $126,000, based on the closing market price of the Company’s common stock of $0.44 per share multiplied by the 286,846 shares available to be issued. 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 developed 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 redeemable convertible preferred stock, risk–free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the Series B redeemable convertible preferred stock conversion liability is considered a Level 3 measurement. On April 8, 2016, all outstanding Series B preferred stock was converted into common stock, and the remaining Series B preferred stock derivative liability balance of $91,000 was reversed and recorded as a gain in derivative liability on the Company’s consolidated statements of operations in the second quarter of 2016. The following assumptions were used at December 31, 2015: Volatility 108 to 117 % Expected term (years), weighted average 0.50 to 2.50 Risk-free interest rate 0.49 to 1.19 % Dividend yield 0.00 % Exercise price $7.00 Common stock closing price $3.98 |
Net (Loss) Income per Common Sh
Net (Loss) Income per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Net (Loss) Income per Common Share [Abstract] | |
Net (Loss) Income per Common Share | 5 . Net Loss per Common Share The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated: Year Ended December 31, 2016 2015 Basic and diluted net loss per common share calculation: Net loss $ (18,838,000) $ (516,000) Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock (3,580,000) - Accretion of Series B redeemable convertible preferred stock (1,858,000) (10,278,000) Net loss attributable to common stockholders - basic & diluted $ (24,276,000) $ (10,794,000) Weighted average common shares outstanding - basic & diluted 9,838,455 5,411,204 Net loss per share of common stock - basic & diluted $ (2.47) $ (1.99) The weighted average number of common shares outstanding for the basic loss per share calculation for the year ended December 31, 2016 included 286,846 shares that the Company was obligated to issue under the provisions of the CSIA agreement (Note 10 ) as of December 31, 2016. The following outstanding securities at December 31, 2016 and 2015 have been excluded from the computation of diluted weighted average shares outstanding for the years ended December 31, 2016 and 2015 , as they would have been anti-dilutive: Year Ended December 31, 2016 2015 Options 748,938 669,769 Warrants 7,751,376 656,211 Series B redeemable convertible preferred stock - 7,527,853 Total 8,500,314 8,853,833 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consist of the following: December 31, 2016 2015 Laboratory equipment $ 1,747,000 $ 1,494,000 Office and computer equipment 69,000 53,000 Leasehold improvements 188,000 188,000 Total 2,004,000 1,735,000 Less: accumulated depreciation and amortization (932,000) (604,000) Property and equipment, net $ 1,072,000 $ 1,131,000 Depreciation expense totaled $ 338,000 and $ 299,000 for the years ended December 31, 2016 and 2015 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes For financial reporting purposes, (loss) income from continuing operations before income taxes includes the following components: December 31, 2016 2015 United States $ (6,358,000) $ 1,818,000 Foreign (13,036,000) (2,407,000) Total $ (19,394,000) $ (589,000) Our income tax benefit consists of the following components for 2016 and 2015: December 31, 2016 2015 Current Federal $ - $ - State - - Foreign - - - - - - Deferred Federal - - State - - Foreign (556,000) (73,000) (556,000) (73,000) Total $ (556,000) $ (73,000) Significant components of our deferred tax assets and liabilities are as follows: December 31, 2016 2015 Deferred tax assets/(liabilities) Net operating loss carry-forwards $ 67,479,000 $ 65,425,000 Research and orphan drug credit carry-forwards 3,109,000 5,181,000 Depreciation and amortization 4,000 (3,000) Stock options and other 1,010,000 479,000 Intangible assets (2,367,000) (3,079,000) Net deferred tax assets 69,235,000 68,003,000 Valuation allowance for deferred tax assets (71,684,000) (71,008,000) Net deferred tax liabilities $ (2,449,000) $ (3,005,000) At December 31, 2016, the Company had U.S. gross net operating loss carry-forwards, or “NOLs”, of approximately $190.7 million, foreign NOLs of $8.9 million, $0.3 million of which was generated in 2016 and domestic research tax credit carry-forwards of approximately $3.1 million , net of a reserve for uncertain tax positions . The carry-forwards may be further subject to the application of Section 382 of the Internal Revenue Code of 1986 or the “Code”, as discussed further below. The NOL carry-forwards will begin to expire in 2018 . The domestic research tax credit carry-forward will begin to expire in 2018 . The Company has provided a valuation allowance to offset the deferred tax assets due to the uncertainty of realizing the benefits of the net deferred tax asset. December 31, 2016 2015 Percent of pre-tax income: U.S. federal statutory income tax rate 34.0 % 34.0 % Warrant liability and preferred stock conversion liability 8.0 % 573.8 % Difference in foreign vs U.S. statutory rates (1.5) % (21.8) % Stock option forfeitures & expirations (0.6) % (138.2) % State taxes, net of federal benefit (3.8) % - % Non-deductible stock issuance costs (1.0) % (17.9) % Australia Refundable R&D tax offset (5.2) % 27.8 % Effect of tax rate changes 0.3 % 12.4 % Goodwill Impairment (13.2) % - % Change in reserve of uncertain tax positions (10.7) % - % All other 0.1 % (2.9) % Subtotal 6.4 % 467.2 % Change in valuation allowance (3.5) ) % (454.8) % Effective income tax rate 2.9 % 12.4 % We recorded an income tax benefit of $0.6 million in the year ended De cember 31, 2016, comprised of a $0.4 million income tax benefit related to a reduction of the existing deferred tax liability as a result of a $2.0 impairment charge for our IPR&D asset discussed above , and a $0.2 million income tax benefit as a result of reduction of deferred tax liability resulting from changes in UK enacted tax rates from 20% to 17% in 2016. The Company’s past sales and issuances of common and preferred stock have likely resulted in ownership changes as defined by Section 382 of the Code. The Company has not conducted a Section 382 study to date. It is possible that a future analysis may result in the conclusion that a substantial portion, or perhaps substantially all, of the NOLs and credits will expire due to the limitations of Sections 382 and 383 of the Code. As a result, the utilization of the NOLs and tax credits may be limited and a portion of the carry-forwards may expire unused. The Company has unrecognized tax benefits of approximately $2.1 million related to its domestic research tax credits as of December 31, 2016. The credits are subject to a valuation allowance and thus, any change to the uncertain tax position reserve would not result in an income tax benefit or expense. The Company is subject to U.S. federal tax examinations by tax authorities for the years 1998 to 2015 due to the fact that NOLs exist going back to 1998 that may be utilized on a current or future year tax return. The Company has a policy of recognizing tax related interest and penalties as additional tax expense when incurred. During the years ended December 31, 2016 and 2015, the Company did not recognize any interest or penalties. The Company does not expect its unrecognized tax benefits will change significantly over the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Leases Rent expense under operating leases was $ 227,000 and $ 192,00 0 for the year s ended December 31, 2016 and 2015 , respectively. Future minimum lease payments under noncancelable lease agreements as of December 31, 2016 , were as follows: Operating Lease s 2017 $ 61,000 2018 38,000 2019 6,000 Total minimum lease payments $ 105,000 The Company entered into an agreement with Virginia Biotechnology Research Partnership Authority for Richmond, Virginia laboratory space. At December 31, 2016 , the Company’s minimum payment commitment for the Richmond laboratory space was approximately $ 14,000 . In June 2015, the Company entered into an agreement with Savills Studley, Inc. for San Diego, California office space. The agreement renews on a monthly basis, until terminated by the Company. At December 31, 2016 , the Company’s minimum payment commitment for the San Diego office space was approximately $ 6,000 . In February 2014, the Company entered into an agreement with Avtotehna d.o.o. for manufacturing and research space in Ljubljana, Slovenia. The lease has a termination date of February 2019 , with extension provisions at the option of the Company, and a monthly payment of $ 3,128 . At December 31, 2016 , our minimum payment commitment for the Ljubljana space was approximately $ 81,000 . In addition, the Company expended $ 185,000 in 2014 for leasehold improvements related to this facility. These costs are being amortized on a straight-line basis over the life of the related lease, or the useful life of the asset, whichever is shorter. Legal Proceedings On November 12, 2016, we entered into a settlement agreement with NRM VII Holdings I, LLC (“NRM”) to settle a complaint filed by NRM in April 2016 against the Company and its members of the board of directors, alleging that the Company breached the implied covenant of good faith and fair dealing by entering into an alleged scheme to force NRM to convert its shares of Series B redeemable convertible preferred stock into shares of our common stock. Pursuant to the settlement agreement, NRM dismissed the allegation with prejudice upon receipt of a cash payment of $2.0 million, which was paid to NRM by our insurance carrier in November 2016. The settlement agreement contains mutual releases covering all claims that we or our affiliates, or NRM or its affiliates, have or may have against the other party or such other party's affiliates in connection with the allegation or otherwise as of the date of the settlement agreement. Upon the automatic conversion of NRM's shares of our Series B convertible preferred stock into shares of our common stock on April 8, 2016, we became obligated to pay NRM accrued dividends in the amount of approximately $914,000 . The accrued dividends obligation to NRM was reflected in current liabilities on our consolidated balance sheet at September 30, 2016. Upon NRM's receipt of the $2.0 million settlement payment described above, our accrued dividends payment obligation to NRM was extinguished. We have agreed to repay our insurance carrier an aggregate amount equal to the accrued dividends, or $914,000 , of which $100,000 was paid in December 2016, and the remainder of the balance of $803,000 , net of imputed interest, was included in the consolidated balance sheet as of December 31, 2016 as Note Payable, and would be paid as follows: approximately $205,000 in January 2017, approximately $305,000 in April 2017 and a final payment of $305,000 in July 2017 . In March 2017, the payment terms of the last two installments of $305,000 each were modified to be payable in July 2017 and October 2017, respectively. |
Collaborative and Other Agreeme
Collaborative and Other Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Collaborative and Other Agreements [Abstract] | |
Collaborative and Other Agreements | 9. Collaborative and Other Agreements In June 2013, the Company entered into a Collaborative Research and Development Agreement with the United States Army Medical Research and Materiel Command and the Walter Reed Army Institute of Research. The Collaborative Research and Development Agreement is focused on developing and commercializing bacteriophage therapeutics to treat S. aureus infections. During the years ended December 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 allowed 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 was 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 was 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 December 31, 2016. During the year ended December 31, 2016, the Company recorded $61,000 in expenses under the Exclusive Channel Collaboration Agreement, with cash payments totaling $117,000 . During the year ended December 31, 2015, the Company recorded $178,000 , in expenses under the Exclusive Channel Collaboration Agreement, with cash payments for the year ended December 31, 2015 totaling $125,000 . On April 13, 2016, the Company provided written notice to Intrexon of its election to voluntarily terminate the ECC Agreement. The effective date of the termination was July 12, 2016. As of December 31, 2016, the Company had no liability recorded for amounts due to Intrexon. The Company did not incur any early termination penalties as a result of the termination of the ECC Agreement. In April 2013, the Company entered into a collaboration agreement with the University of Leicester to develop a phage therapy that targets and kills all toxin types of C. difficile. 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 provided 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 pursuant to a license agreement entered into in September 2013 (the “Leicester License Agreement”). Under the Leicester Development Agreements, the University of Leicester agreed to 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 agreed to pay the University of Leicester royalties based on product sales and make certain milestone payments based on product development. In November 2015 the Company and the University of Leicester entered into a new collaboration agreement in order to renew the parties’ collaboration. This collaboration agreement was set to expire on November 12, 2018. In March 2017, the Company provided the 180 days’ notice to terminate the collaboration agreement originally entered into in November 2015 with University of Leicester. During the year ended December 31, 2016, the Company recorded $166,000 in expenses to the University of Leicester under the Leicester Development Agreements, with cash payments totaling $202,000 . During the year ended December 31, 2015, the Company recorded $265,000 in expenses to the University of Leicester under the Leicester Development Agreements, with cash payments in the amount of $290,000 . During the year ended December 31, 2016, the Company recognized no expenses and made no cash payments to the University of Glasgow under the Leicester Development Agreements. During the year ended December 31, 2015, the Company paid and expensed $61,000 to the University of Glasgow under the Leicester Development Agreements. In March 2017, the Company provided the 180 days’ notice to terminate the collaboration agreement with University of Leicester. 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 that commenced 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 year ended December 31, 2016, the Company recognized revenue of $15,000 under the Takara Agreement . No such r evenue was recognized during the year ended December 31, 2015. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable Convertible Preferred Stock | 10. Redeemable Convertible Preferred Stock On June 13, 2013, the Co mpany’s board of d irectors 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 per share and par value of $0.01 per share. As of April 7, 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 into 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 accrued from day-to-day commencing on the original issue date, whether or not earned or declared by the board of d irectors, and were compounded annually. The Series B shares were redeemable by the Company at 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 included 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 issuance price of $7.00 per share. From December 31, 2015 to April 7, 2016 , the Company had accreted $1,858,000 from additional paid-in capital to Series B redeemable convertible preferred stock to adjust the redemption value of the Series B. On April 8, 2016, certain holders of over two-thirds of the Company’s then outstanding shares of the Series B stock (the “Holders”) elected to automatically convert all outstanding shares of Series B into shares of common stock in accordance with Section 4.4.4(b)(ii) of the Company’s Amended and Restated Articles of Incorporation (the “Conversion”). As a result of the Conversion, the 7,527,853 shares of Series B outstanding as of immediately prior to the Conversion were converted into an aggregate of 1,505,560 shares of common stock. On April 8, 2016, the Company entered into the CSIA 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. Pursuant to the CSIA, the Company and the Holders also agreed to amend the common stock warrants previously issued to the Holders in June 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. 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. The transaction was accounted for based on the difference between the fair value of the consideration transferred , which includes the common stock issued and amendment of the warrants, to the Holders of the preferred stock and the carrying amount of the preferred stock on April 7, 2016. The terms of the CSIA provided that if, after the date of the CSIA, 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 until the obligation expires. 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 CSIA for which shares additional shares have been previously issued, (ii) is subject to a specified 19.99 % limitation 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. On June 3, 2016, the Company completed a registered public offering of shares of common stock and warrants at a combined per share purchase price of $2.35 , resulting in aggregate gross proceeds of $5.0 million . On November 22, 2016, the Company completed an additional underwritten public offering of common stock and warrants at a combined per share purchase price of $0.75 , for gross proceeds of approximately $4.0 million . These two offering qualified as dilutive financings under the terms of the CSIA. On June 20, 2016, the Company obtained stockholder approval for the issuance of up to 1,037,053 shares of common stock to the Holders to the extent required by the terms of the CSIA in connection with one or more dilutive financings completed subsequent to the agreement d ate. Subsequent to the June and November 2016 financing s and as of December 31, 2016, the maximum number of shares the Company could issue to the Holders pursuant to a future dilutive financing was 286,846 shares under the rules of the NYSE MKT. The Company may be contractually required to issue additional shares for no consideration in excess of the maximum number of shares it is currently permitted to issue. The actual number of shares that the Company may be required to issue to the Holders pursuant to the provisions of the CSIA in connection with the closing of a future dilutive financing will depend on the actual price per share of common stock at that such financing. The Company may not be able to comply with its contractual obligation to issue these additional shares. The CSIA requires the delivery of shares in the event of a future dilutive financing. The Company determined this was a conditional forward contract and recorded a derivative liability as of April 8, 2016 in the amount of $2.3 million for potential future dilutive financings. On June 3, 2016, the future financing derivative liability was adjusted by the fair value of the dilutive shares issuable of $1.5 million as a result of the June offering. The derivative liability was marked-to-market as of December 31, 2016, resulting in a gain of $611,000 for the year ended December 31 , 2016. The consolidated balance sheet as of December 31, 2016 reflects dividends payable of $ 38,000 to former holders of preferred stock, which are classified as current liabilities. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
Warrants | 11 . 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 in the consolidated balance sheet as of December 31, 2016 . 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 n ature of the technology and pre clinical materials. On April 8, 2016, the Company modified 315,244 warrants held by the Holders, in accordance with the terms of the CSIA (see Note 10). On June 3, 2016, the Company issued warrants exercisable for an aggregate of 1,063,830 shares of common stock at an exercise price of $2.25 per share in connection with the closing of a registered public offering of common stock and warrants (see Note 15). On November 22, 2016, the Company issued warrants exercisable for an aggregate of 5,335,000 shares of common stock at an exercise price of $0.75 per share in connection with the closing of a registered public offering of common stock and warrants (see Note 15). The following table provides a summary of warrants outstanding, issued or expired for the year ended December 31, 2016. Also included are the average exercise price per share and the aggregate proceeds to the Company if exercised as of December 31, 2016: $0.75 $2.25 $4.05 - $8.25 $10.75 - $23.00 Totals Weighted Weighted Weighted Weighted Weighted Average Average Average Average Average Exercise Exercise Exercise Exercise Exercise Shares Price Shares Price Shares Price Shares Price Shares Price Balance, December 31, 2015 - - $ - - - $ - 694,062 $ 5.82 515,587 $ 11.39 1,209,649 $ 8.19 Issuances 5,335,000 0.75 1,063,830 2.25 - - 170,000 12.00 6,568,830 1.28 Expiration - - - - - - (27,103) 23.00 (27,103) 23.00 Balance, December 31, 2016 5,335,000 $ 0.75 1,063,830 $ 2.25 694,062 $ 5.82 658,484 $ 11.07 7,751,376 $ 2.29 Aggregate proceeds if exercised $ 4,001,250 $ 2,393,618 $ 4,039,441 $ 7,289,418 $ 17,723,727 |
Stock Incentive Plan Compensati
Stock Incentive Plan Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock Incentive Plan Compensation [Abstract] | |
Stock Incentive Plan Compensation | 12. Stock-b ased Compensation In June 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan (the 2016 Plan). The 2016 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance-based stock awards. The awards m ay be granted by the Company’s b oard of d irectors 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 2016 Plan. With the approval of the 2016 Plan, the remaining unallocated shares under the Company’s 2013 Stock Incentive Plan were allocated to the 2016 Plan and an additional 1,000,000 new shares were added to the authorized share reserve under the 2016 Plan. The Company accounts for stock options related to its stock incentive plans under the provisions of ASC 718, Stock Compensation, which requires the recognition of the fair value of stock-based compensation. The Company uses the Monte Carlo valuation model to estimate the fair value of certain stock options with market-based vesting requirements. This method of option pricing involves the use of inputs such as the market value of the Company’s common stock, stock price volatility, the period during which the options will be outstanding, the rate of return on risk-free investments, expected dividend yield for the Company’s stock, and certain estimates of future value of the Company’s common stock. The fair value of stock options with performance and service conditions 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 years ended December 31, 2016 and 2015 are set forth below. The following are the assumptions for the periods in which we granted stock options: 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, which is the mid point between the option vesting date and the expiration date. 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 : The Company’s expected volatility represents the weighted average historical volatility of the shares of its common stock for the expected life of the stock options. 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 expected 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 of 8% which 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: Year ended December 31, 2016 2015 Risk-free interest rate 1.22 - 1.63 % 1.55 - 1.78 % Expected volatility 113-123 % 139 % Expected term (in years) 6.0 6.0 - 10.0 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: Year Ended December 31, 2016 2015 Research and development $ 138,000 $ 122,000 General and administrative 1,857,000 361,000 Total stock-based compensation $ 1,995,000 $ 483,000 The following table summarizes stock option activity for the year s ended December 31, 2016 and 2015 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2014 785,000 440,695 Granted (596,569) 596,569 Exercised - (214,815) Forfeited/Cancelled 15,000 (152,680) Shares authorized 520,000 - Balance, December 31, 2015 723,431 669,769 $ 8.68 9.29 $ - Granted (264,208) 264,208 2.65 - - Exercised - - - - - Forfeited/Cancelled 180,939 (185,039) 9.00 - - Shares authorized 1,000,000 - - - - Balance, December 31, 2016 1,640,162 748,938 $ 6.45 8.65 $ - Vested or expected to vest at December 31, 2016 703,508 $ 6.57 8.62 $ - Exercisable at December 31, 2016 316,107 $ 8.88 8.20 $ - The aggregate intrinsic value of unvested options and options exercisable as of December 31, 2016 was zero , based on the Company’s closing stock price of $0.44 per share and a weighted average exercise price of $4.68 and $8.88 , respectively. As of December 31,2016, the Company had 432,831 unvested outstanding options, with a weighted average exercise price of $4.68 per share and weighted average grant date fair value of $4.12 per share. During the year ended December 31, 2016, the Company issued 264,208 common stock options to its employees and an executive with an average exercise price of $2.65 per share. Included in this amount were 99,919 stock options, with an exercise price of $2.85 per share, to its Chief Financial Officer, pursuant to his employment agreement dated January 18, 2016. As of December 31, 2016 , there was $1.4 million of total unrecognized compensation expense related to unvested stock options that will be recognized over the weighted average remaining period of 2.59 years. Employee Stock Purchase Plan (ESPP) On June 20, 2016, the Company’s stockholders approved the Company’s 2016 Employee Stock Purchase Plan (“ESPP”). The ESPP allows eligible employees to purchase shares of the Company’s common stock on a voluntary basis . The shares are sold to participants at a price equal to the lesser of 85% of the fair market value of the Company’s common stock at the (i) beginning of the offering period, or (ii) end of the six month purchase period. The ESPP provides for four six month purchase periods during each 24 month term. The initial shares provided for under the plan were 120,000 , and automatically increase annually as allowed for under the ESPP, beginning January 1, 2017 and through January 1, 2026. During the year ended December 31, 2016, 32,726 shares were issued under the ESPP and the Company recognized $12,000 in compensation expenses related to the ESPP. Shares Reserved For Future Issuance As of December 31, 2016 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 748,938 Employee stock purchase plan 87,274 Available for future grants under the 2016 Plan 1,640,162 Warrants 7,751,376 Total shares reserved 10,227,750 |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Employee Retirement Plan [Abstract] | |
Employee Retirement Plan | 13. Employee Retirement Plan The Company sponsors an employee retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. All of the Company’s employees who meet minimum eligibility requirements are eligible to participate in the plan. Matching contributions to the 401(k) plan are made for certain eligible employees to meet non-discrimination provisions of the plan. The Company did not make any matching co ntribution to the 401(k) plan for the year s ended December 31, 2016 and 2015. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Parties [Abstract] | |
Related Parties | 14. Related Parties Randal J. Kirk, the father of Julian P. Kirk, a former member of our board of directors, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Randal J. Kirk was also deemed a holder of more than five percent of the shares of our common stock, as described in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2015 annual meeting of stockholders. In March 2013, the Company entered into an Exclusive Channel Collaboration Agreement with Intrexon Corporation. This agreement allowed the Company to utilize Intrexon’s synthetic biology platform for the identification, development and production of bacteriophage-containing human therapeutics. The Company paid a one-time technology access fee in 2013 to Intrexon of $ 3,000,000 in common stock. The Company was required to pay Intrexon, in cash or stock, milestone fees for the initiation and commencement of the first Phase 2 trial of $ 2,500,000 and $ 5,000,000 upon the first regulatory approval of any product in any major market country. With regard to each product sold by the Company, the Company agreed 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 December 31, 2016 . The Company paid $ 117,000 and $ 125,000 to Intrexon in 2016 and 2015 , respectively, for technical services rendered under the agreement. There was no liability due to Intrexon as of December 31, 2016. The Exclusive Channel Collaboration Agreement with Intrexon was terminated in 2016. As of December 31, 2016, t he Company had a liability of $10,000 payable to Biosciences Managers, where a member of our board of directors serves at the managing director, and such amount represented reimbursement of travel expenses. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity (Deficit) [Abstract] | |
Stockholders' Equity (Deficit) | 15. Stockholders’ Equity On November 22, 2016, the Company completed an underwritten public offering of 5,335,000 shares of its common stock and warrants to purchase up to an aggregate of 5,335,000 shares of common stock. Each share of common stock was sold together with a warrant to purchase one share of common stock at a combined purchase price of $0.75 per unit, for aggregate gross proceeds to the Company of $4.0 million. The warrants have an exercise price of $0.75 per share, were exercisable immediately upon issuance and expire five years following the date of issuance. The Company received net proceeds from the offering of approximately $3.7 million after deducting placement agent fees and other offering expenses payable by the Company. Pursuant to an Underwriting Agreement dated November 17, 2016, by and between the Company and Roth Capital Partners, LLC (“Roth”) and Griffin Securities, Inc. (“Griffin”), Roth and Griffin acted as co-placement agents for the offering. The Company agreed to pay an aggregate cash fee for placement agent services equal to 6.0% of the gross proceeds of the offering (the “Placement Agent Fee”), as well as a non-refundable legal reimbursement fee of $70,000 . The Company evaluated the warrants issued in the offering and determined the warrant instruments should be accounted for as a liability primarily because the warrant is not indexed to the Company’s common stock due to exercise price adjustment provision and the Company may be required to pay the warrant holders cash under certain circumstances. The Company recorded a derivative liability for the estimated fair value of the warrants issued in connection with the offering in the amount of $2.9 million, based on a valuation using the Monte Carlo valuation model. The remaining balance of $1.1 million, after deducting the fair value of the warrants, was allocated to the value of the common stock. Offering costs directly allocable to the offering totaled $0.7 million, including placement agent fees and legal expenses. Of this amount, $0.3 million was allocable to the warrants and recorded as other expense in the Company’s consolidated statements of operations based on the relative fair value of the warrants to the common stock. The derivative liability for the warrants was marked-to-market at December 31, 2016, with the decrease in fair value of $886,000 recorded as a component of change in fair value of derivative liability in the Company’s consolidated s tatement of operations (see Note 4) for the year ended December 31, 2016. On May 31, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain purchasers providing for the sale and issuance in a registered public offering of an aggregate of 2,127,660 shares of the Company’s common stock and warrants to purchase 1,063,830 shares of the Company’s common stock. Each share of common stock was sold together with a warrant to purchase 0.50 of a share of common stock at a combined purchase price of $2.35 per unit, for aggregate gross proceeds to the Company of $5.0 million. The offering closed on June 3, 2016. The warrants have an exercise price of $2.25 per share, were exercisable immediately upon issuance and expire five years following the date of issuance. The Company received net proceeds from the offering of approximately $4.2 million after deducting placement agent fees and other offering expenses payable by the Company. Pursuant to a Placement Agent Agreement dated May 31, 2016, by and between the Company and Roth and Griffin, Roth and Griffin acted as co-placement agents for the offering. The Company agreed to pay an aggregate cash fee for placement agent services equal to 7% of the gross proceeds of the offering (the “Placement Agent Fee”), as well as a non-refundable legal reimbursement fee of $75,000 . The Company evaluated the warrants issued in the offering and determined the warrant instruments do not qualify for the scope exception in ASC 815, Stock Compensation, due to certain net cash settlement provisions in the warrant agreement. The Company recorded a derivative liability for the estimated fair value of the warrants issued in connection with the offering in the amount of $1.8 million (based on a Black-Scholes Option Pricing Model assuming no dividend yield, volatility of 123% , and a risk-free interest rate of 1.23% ). The remaining balance of $3.2 million, after deducting the fair value of the warrants, was allocated to the value of the common stock. Offering costs directly allocable to the offering totaled $0.8 million, including placement agent fees and legal expenses. Of this amount, $0.2 million was allocable to the warrants and recorded as other expense in the C ompany’s consolidated statement of operations for the year ended December 31, 2016 based on the relative fair value of the warrants to the common stock. The derivative liability for the warrants was marked-to-market at December 31, 2016, with the decrease in fair value of $1.5 million recorded as a component of change in fair value of derivative liability i n the Company’s statement of o perations (see Note 4) for the year ended December 31, 2016. 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 393,939 shares of common stock at an exercise price of $ 10.75 per share to the purchasers of the common stock. The Company paid $ 0.8 million 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 initially valued these warrants as liability instruments and recorded a liability of $ 4.2 million as of March 16, 2015. In the first quarter of 2015, the Company recorded $ 0.2 million 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 $ 4.0 million was treated as a reduction of additional paid-in-capital. In addition, $ 0.2 million of the fees paid to its placement agent were recorded as other expenses for the year ended December 31, 201 5 as they also represented issuance costs related to the initial fair value of the warrants issued to the purchasers of the common stock. The derived value associated with these warrants was reclassified from liabilities to equity in the third quarter of 2015 in connection with the increase in the authorized number of common shares. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | 16. Quarterly Financial Data (Unaudited) The following tables summarize the unaudited quarterly statements of operations for the Company for the years ended December 31, 2016 and 2015 . The tables include all necessary adjustments, consisting only of normal recurring adjustments necessary in the opinion of management for a fair statement of the results for interim periods. As discussed in Note 3 of the Form 10-Q filed for the quarter ended September 30, 2016, the Company corrected an immaterial error in the condensed consolidated financial statements for the three months ended September 30, 2016. Quarter Ended (Unaudited) 2016 March 31, June 30, September 30, December 31, Revenue $ 106,000 $ 103,000 $ 29,000 $ 22,000 Total operating expenses 4,624,000 3,692,000 3,436,000 11,886,000 Loss from operations (4,518,000) (3,589,000) (3,407,000) (11,864,000) Other income (expense), net 1,406,000 (262,000) 1,032,000 1,808,000 Net loss (3,112,000) (3,851,000) (2,375,000) (9,500,000) Accretion of Series B redeemable convertible preferred stock (1,725,000) (133,000) - - Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock - (2,366,000) (1,214,000) - Net loss attributable to common stockholders (4,837,000) (6,350,000) (3,589,000) (9,500,000) Net loss per share of common stock Basic (0.82) (0.73) (0.32) (0.70) Diluted (0.82) (0.78) (0.32) (0.76) Quarter Ended (Unaudited) 2015 March 31, June 30, September 30, December 31, Revenue $ 102,000 $ 102,000 $ 143,000 $ 128,000 Total operating expenses 2,369,000 2,694,000 2,571,000 3,068,000 Loss from operations (2,267,000) (2,592,000) (2,428,000) (2,940,000) Other income (expense), net (12,226,000) 13,361,000 7,867,000 636,000 Income tax benefit - - - 73,000 Net (loss) income (14,493,000) 10,769,000 5,439,000 (2,231,000) Accretion of Series B redeemable convertible preferred stock (338,000) (1,828,000) (7,163,000) (949,000) Net (loss) income attributable to common stockholders (14,831,000) 8,941,000 (1,724,000) (3,180,000) Net (loss) income per share of common stock Basic (3.49) 1.27 (0.30) (0.54) Diluted (3.49) (0.33) (0.30) (0.54) |
Liquidity (Policies)
Liquidity (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Description of the Business [Abstract] | |
Liquidity Policy | The Company has prepared its 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 and has negative operating cash flows for the years ended December 31, 2016 and 2015 . 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 December 31, 2016 , the Company had cash and cash equivalents of $ 5 .7 million. Management believes that its existing resources will be sufficient to fund its planned operations through mid-April 2017. We plan to raise additional capital to support our operations and product development activities in 2017 and beyond. We may seek to raise capital through a variety of sources, including the public equity market, private equity financings, collaborative arrangements, license arrangements, and/or public or private debt. We cannot be certain that we will be able to enter into any such arrangements on reasonable terms, or at all. The Company’s ability to raise additional funds will depend, in part, on the success of the Company’s preclinical studies and clinical trials and other product development activities, regulatory events, the Company’s ability to identify and enter into in-licensing or other strategic arrangements, and other events or conditions that may affect the value or prospects of the Company, as well as factors related to financial, economic, and market conditions, many of which are beyond the Company’s 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 defer, reduce or eliminate significant planned expenditures, restructure, curtail or eliminate some or all of its development programs or other operations, dispose of technology or assets, pursue an acquisition of the Company by a third party at a price that may result in a loss on investment for its stockholders, enter into arrangements that may require the Company to relinquish rights to certain of its product candidates, technologies or potential markets, file for bankruptcy or cease operations altogether. Any of these events could have a material adverse effect on the Company’s business, financial condition and results of operations and result in a loss of investment to its stockholders. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. On an ongoing basi s, management evaluates these estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of deposits with commercial banks and financial institutions. Cash equivalents include short-term investments that have a maturity at the time of purchase of three months or less, are readily convertible into cash and have an insignificant level of valuation risk attributable to potential changes in interest rates. |
Accounts Receivable | Accounts Receivable Accounts receivable amounts are stated at their face amounts less any allowance for doubtful accounts. Provisions for doubtful accounts are estimated based on assessment of the probable collection from specific customer accounts and other known factors. For the years ended December 31, 2016 and 2015, the provisions for doubtful accounts were immaterial. |
Property and Equipment | Property and Equipment Property and equipment consists of computer and laboratory equipment, software, office equipment, furniture and leasehold improvements and is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement, or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. The Company’s estimated useful life for property and equipment is as follows: Estimated Useful Lives Laboratory equipment 5 – 10 years Office and computer equipment 3 – 5 years Leasehold improvements Shorter of lease term or useful life The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets or asset groups . No impairment losses have been recorded since inception. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of prepaid insurance, deferred licensing costs and deposits. |
Goodwill | Goodwill The Company accounts for goodwill in accordance with provisions in Accounting Standards Codification (“ASC”) No. 350, Goodwill and Other Intangible Assets, which require that goodwill be tested for impairment at least annually. Goodwill is not amortized, but is reviewed for impairment annually or more frequently if indicators of impairment are present. We determine whether goodwill may be impaired by comparing the carrying value of our single reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value is less than the carrying amount, a more detailed analysis is performed to determine whether goodwill is impaired. The impairment loss, if any, is measured as the excess of the carrying value of the goodwill over the implied fair value of the goodwill and is recorded in our consolidated statements of operations . The Company’s accounting policy is to perform the annual impairment assessment of goodwill as of December 31 each year. As of December 31, 2016, the Company had a compressed market capitalization, less than the carrying amount of goodwill. The Company estimated the fair value in step one of the goodwill impairment test based on the income approach which included discounted cash flows. The fair value measurements utilized to perform the impairment analysis are categorized within Level 3 of the fair value hierarchy. Significant management judgment is required in the forecast of future operating results that are used in the Company’s impairment analysis. The estimates the Company used are consistent with the plans and estimates that it uses to manage its business. Significant assumptions utilized in the Company’s income approach model included the probability of success of our research and development programs, timing of commercialization of these programs, as well as anticipated growth rates. The Company’s discounted cash flows required management judgment with respect to forecasted sales, launch of new products, gross margins, selling, general and administrative expenses, and capital expenditures and the selection and use of an appropriate discount rate. For purposes of calculating the discounted cash flows, the Company estimated future revenue based on projected commercialization time, market penetration rate and probabilities of success for each of the research and development programs. Future cash flows were then discounted to present value at a discount rate of 16.8% . Terminal value is not incorporated in the analysis due to the nature of the pharmaceutical and bioscience products. The Company's market capitalization was also considered in assessing the reasonableness of the Company’s fair value as determined in step one of the goodwill impairment test. The Company’s assessment resulted in a fair value that was lower than the Company’s carrying value of net assets at December 31, 2016. Based upon step one of the impairment test, the Company determined that its goodwill was impaired and that step two of the test was required to measure the amount of goodwill impairment. As a result of step two, the Company recorded a charge of $7.6 million, representing the write-off of the entire balance of goodwi ll, in the operating section of the statement of operations, for the year ended December 31, 2016. |
In-Process Research & Development and Goodwill | In Process Research and Development In Process Research & Development (IPR&D) assets represent capitalized incomplete research projects that we acquired through business combinations. Such assets are initially measured at their acquisition date fair values, and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of research and development efforts associated with the projects. Upon successful completion of each project, we make a determination as to the then remaining useful life of the intangible asset and begin amortization . We periodically re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate. We review our indefinite-lived intangibles, including IPR&D assets, for impairment at least annually. The authoritative accounting guidance provides an optional qualitative assessment for any indicators that indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not that the indefinitely-lived intangible assets, including IPR&D, are impaired, fair value of the indefinite-lived intangible assets is compared with the carrying amount and impairment is recorded for any excess of the carrying amount over the fair value of the indefinite-lived intangible assets. The Company estimated the fair value of our IPR&D assets based on the income approach which included discounting expected net cash flows associated with the assets to a net present value. The fair value measurements utilized to perform the impairment analysis of IPR&D are categorized within Level 3 of the fair value hierarchy. Significant management judgment is required in the forecast of future operating results that are used in the Company’s impairment analysis. The estimates the Company used are consistent with the plans and estimates that it uses to manage its business. Significant assumptions utilized in the Company’s income approach model included timing of clinical studies and regulatory approvals, the probability of success of our research and development programs, timing of commercialization of these programs, forecasted sales, gross margin, selling, general and administrative expenses, capital expenditures, as well as anticipated growth rate s . Management also determined that 16.8% was an appropriate discount rate to estimate the fair value of our IPR&D assets. |
Patents | Patents Patents are recorded at fair value and are amortized using the straight-line method over their estimated useful lives. As of December 31, 2016, the gross amount of our patent assets was $493,000 with accumulated amortization of $186,000 . Annual patent amortization expense for the next five years and thereafter are estimated as follows: Patent Amortization 2017 $ 31,000 2018 31,000 2019 31,000 2020 31,000 2021 31,000 Thereafter through December 2026 152,000 Total patent amortization expense $ 307,000 |
Stock-Based Compensation | Stock-Based Compensation The Company records compensation expense associated with stock options in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures, over the requisite service period of the award. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Share-based compensation expense recognition is based on awards ultimately expected to vest and is reduced for estimated forfeitures. The authoritative guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Warrants, Preferred Shares Conversion Feature and Derivative Liabilities | Warrants, Preferred Shares Conversion Feature and Derivative Liabilities The Company accounts for warrants and derivative instruments and preferred shares conversion feature 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. Changes in fair value of warrant and derivative liabilities are recorded as non-operating income or loss in the consolidated statements of operations. |
Foreign Currency Translations and Transactions | Foreign Currency Translations and Transactions The functional currency of our wholly owned subsidiaries is the U.S. dollar. |
Revenue Recognition | Revenue Recognition The Company generates revenue from sub-licensing agreements from our former gene therapy program. Revenue under technology licenses typically consists of nonrefundable, up-front license fees, technology access fees, royalties on product sales, and various other payments. The Company classifies advance payments received in excess of amounts earned as deferred revenue. |
Research and Development Costs | Research and Development Costs Research and development costs include salaries, costs of outside collaborators and outside services, allocated facility, occupancy and utility expenses, which are partially offset by the benefit of Australian government tax rebates. The Company expenses research and development costs as incurred. |
Income Taxes | Income Taxes We utilize the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the future tax consequences of temporary differences using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences include the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carryforwards. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. We assess the likelihood that our deferred tax assets will be recovered from future taxable income. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Our income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. As of December 31, 2016 and 2015 , the Company has unrecognized tax benefits related to its domestic research tax credits of approximately $2.1 million and $2.1 million, respectively. |
Basic and Diluted Net Income (Loss) per Common Share | Basic and Diluted Net (Loss) Income per Common Share Basic net (loss) income per common share is computed by dividing the net (loss) income attributable to common stockholders, less the impact under the two-class method of the preferred stockholders’ participation rights in the Company’s undistributed earnings, by the weighted average number of common shares outstanding during the period, excluding the dilutive effect of preferred stock, warrants to purchase common stock, and stock options. Diluted net (loss) income per share of common stock is computed by dividing 1) the net (loss) income attributable to common stockholders, adjusted by income (loss) related to potential diluted preferred stock and warrants to purchase shares of our common stock by the sum of 2) the weighted average number of shares of common stock outstanding during the period plus the potential dilutive effects of preferred stock, warrants to purchase common stock, stock options outstanding during the period calculated in accordance with the treasury stock method, and any additional dilutive instruments, although these shares, options and warrants and dilutive instruments are excluded if their effect is anti-dilutive. |
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 also 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. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued 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 with early adoption permitted. The Company plans to adopt this ASU on January 1, 2018 , and is in the process of evaluating the 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 Company adopted this ASU as of December 31, 2016 and conformed its footnote disclosure in accordance with the disclosure requirements under this standard. 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 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 U.S. 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 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. The Company is in the process of evaluating the potential impact of adopting the guidance on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Cash Flow Statements, Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow classification issues with the objective of reducing diversity in practice. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other, Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This new guidance will be applied prospectively, and is effective for calendar year end companies in 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. Adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Useful Lives of Property and Equipment | The Company’s estimated useful life for property and equipment is as follows: Estimated Useful Lives Laboratory equipment 5 – 10 years Office and computer equipment 3 – 5 years Leasehold improvements Shorter of lease term or useful life |
Annual Patent Amortization Expense | Annual patent amortization expense for the next five years and thereafter are estimated as follows: Patent Amortization 2017 $ 31,000 2018 31,000 2019 31,000 2020 31,000 2021 31,000 Thereafter through December 2026 152,000 Total patent amortization expense $ 307,000 |
Fair Value of Financial Asset26
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Tables) | 12 Months Ended |
Dec. 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 December 31, 2016 Liabilities June 2016 offering warrant liability $ - $ - $ 274,000 $ 274,000 Dilutive financing derivative liability - - 126,000 126,000 November 2016 offering warrant liability - - 2,043,000 2,043,000 Total liabilities $ - $ - $ 2,443,000 $ 2,443,000 December 31, 2015 Liabilities Series B preferred stock derivative liability $ - $ - $ 1,493,000 $ 1,493,000 2011 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, warrant liabilities and dilutive financing 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 Dilutive Financing 2011 Warrant June 2016 Offering Stock Derivative Derivative November 2016 Offering Liability Warrant Liability Liability Liability Warrant Liability Balance, December 31, 2015 $ 6,000 $ - $ 1,493,000 $ - $ - Creation of derivative or warrant liability - 1,816,000 - 2,282,000 2,929,000 Changes in estimated fair value (6,000) (1,542,000) (1,493,000) (611,000) (886,000) Payout from liability - - - (1,545,000) - Balance, December 31, 2016 $ - $ 274,000 $ - $ 126,000 $ 2,043,000 |
Dilutive Financing Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used to value the dilutive financing derivative liability from the inception date of April 8, 2016 through September 30, 2016: Volatility 108 to 121 % Expected term (years), weighted average 1.75 to 2.23 Risk-free interest rate 0.58 to 0.79 % Dividend yield 0.00 % Stock price dilutive limit $2.35 to $4.05 Common stock closing price $1.52 to $3.68 |
November 2016 Warrant Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used on November 22, 2016 (issuance date) and December 31, 2016: December 31, 2016 November 22, 2016 Volatility 112 % 116 % Expected term (years) 4.89 5.00 Risk-free interest rate 1.91 % 1.77 % Dividend yield 0.00 % 0.00 % Exercise price $0.75 $0.75 Common stock closing price $0.44 $0.62 |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used at December 31, 2015: Volatility 108 to 117 % Expected term (years), weighted average 0.50 to 2.50 Risk-free interest rate 0.49 to 1.19 % Dividend yield 0.00 % Exercise price $7.00 Common stock closing price $3.98 |
June 2016 Offering Warrants [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The following assumptions were used on June 3, 2016 (issuance date) and December 31, 2016: December 31, 2016 June 3, 2016 Volatility 118 % 123 % Expected term (years) 4.42 5.00 Risk-free interest rate 1.80 % 1.23 % Dividend yield 0.00 % 0.00 % Exercise price $2.25 $2.25 Common stock closing price $0.44 $2.06 |
Net (Loss) Income per Common 27
Net (Loss) Income per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net (Loss) Income per Common Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated: Year Ended December 31, 2016 2015 Basic and diluted net loss per common share calculation: Net loss $ (18,838,000) $ (516,000) Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock (3,580,000) - Accretion of Series B redeemable convertible preferred stock (1,858,000) (10,278,000) Net loss attributable to common stockholders - basic & diluted $ (24,276,000) $ (10,794,000) Weighted average common shares outstanding - basic & diluted 9,838,455 5,411,204 Net loss per share of common stock - basic & diluted $ (2.47) $ (1.99) |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities at December 31, 2016 and 2015 have been excluded from the computation of diluted weighted average shares outstanding for the years ended December 31, 2016 and 2015 , as they would have been anti-dilutive: Year Ended December 31, 2016 2015 Options 748,938 669,769 Warrants 7,751,376 656,211 Series B redeemable convertible preferred stock - 7,527,853 Total 8,500,314 8,853,833 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: December 31, 2016 2015 Laboratory equipment $ 1,747,000 $ 1,494,000 Office and computer equipment 69,000 53,000 Leasehold improvements 188,000 188,000 Total 2,004,000 1,735,000 Less: accumulated depreciation and amortization (932,000) (604,000) Property and equipment, net $ 1,072,000 $ 1,131,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
(Loss) Income from Continuing Operations Before Income Taxes | For financial reporting purposes, (loss) income from continuing operations before income taxes includes the following components: |
Income Tax Benefit | December 31, 2016 2015 United States $ (6,358,000) $ 1,818,000 Foreign (13,036,000) (2,407,000) Total $ (19,394,000) $ (589,000) Our income tax benefit consists of the following components for 2016 and 2015: December 31, 2016 2015 Current Federal $ - $ - State - - Foreign - - - - - - Deferred Federal - - State - - Foreign (556,000) (73,000) (556,000) (73,000) Total $ (556,000) $ (73,000) |
Components of Deferred Tax Assets | Significant components of our deferred tax assets and liabilities are as follows: December 31, 2016 2015 Deferred tax assets/(liabilities) Net operating loss carry-forwards $ 67,479,000 $ 65,425,000 Research and orphan drug credit carry-forwards 3,109,000 5,181,000 Depreciation and amortization 4,000 (3,000) Stock options and other 1,010,000 479,000 Intangible assets (2,367,000) (3,079,000) Net deferred tax assets 69,235,000 68,003,000 Valuation allowance for deferred tax assets (71,684,000) (71,008,000) Net deferred tax liabilities $ (2,449,000) $ (3,005,000) |
Reconciliation of Statutory to Effective Tax Rates | December 31, 2016 2015 Percent of pre-tax income: U.S. federal statutory income tax rate 34.0 % 34.0 % Warrant liability and preferred stock conversion liability 8.0 % 573.8 % Difference in foreign vs U.S. statutory rates (1.5) % (21.8) % Stock option forfeitures & expirations (0.6) % (138.2) % State taxes, net of federal benefit (3.8) % - % Non-deductible stock issuance costs (1.0) % (17.9) % Australia Refundable R&D tax offset (5.2) % 27.8 % Effect of tax rate changes 0.3 % 12.4 % Goodwill Impairment (13.2) % - % Change in reserve of uncertain tax positions (10.7) % - % All other 0.1 % (2.9) % Subtotal 6.4 % 467.2 % Change in valuation allowance (3.5) ) % (454.8) % Effective income tax rate 2.9 % 12.4 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments under noncancelable lease agreements as of December 31, 2016 , were as follows: Operating Lease s 2017 $ 61,000 2018 38,000 2019 6,000 Total minimum lease payments $ 105,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
Summary of Warrant Information | The following table provides a summary of warrants outstanding, issued or expired for the year ended December 31, 2016. Also included are the average exercise price per share and the aggregate proceeds to the Company if exercised as of December 31, 2016: $0.75 $2.25 $4.05 - $8.25 $10.75 - $23.00 Totals Weighted Weighted Weighted Weighted Weighted Average Average Average Average Average Exercise Exercise Exercise Exercise Exercise Shares Price Shares Price Shares Price Shares Price Shares Price Balance, December 31, 2015 - - $ - - - $ - 694,062 $ 5.82 515,587 $ 11.39 1,209,649 $ 8.19 Issuances 5,335,000 0.75 1,063,830 2.25 - - 170,000 12.00 6,568,830 1.28 Expiration - - - - - - (27,103) 23.00 (27,103) 23.00 Balance, December 31, 2016 5,335,000 $ 0.75 1,063,830 $ 2.25 694,062 $ 5.82 658,484 $ 11.07 7,751,376 $ 2.29 Aggregate proceeds if exercised $ 4,001,250 $ 2,393,618 $ 4,039,441 $ 7,289,418 $ 17,723,727 |
Stock Incentive Plan Compensa32
Stock Incentive Plan Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Incentive Plan Compensation [Abstract] | |
Stock option valuation assumptions | 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: Year ended December 31, 2016 2015 Risk-free interest rate 1.22 - 1.63 % 1.55 - 1.78 % Expected volatility 113-123 % 139 % Expected term (in years) 6.0 6.0 - 10.0 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: Year Ended December 31, 2016 2015 Research and development $ 138,000 $ 122,000 General and administrative 1,857,000 361,000 Total stock-based compensation $ 1,995,000 $ 483,000 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year s ended December 31, 2016 and 2015 : Options Outstanding Average Weighted Remaining Shares Average Contractual Available Exercise Term Intrinsic For Grant Shares Price (Years) Value Balance, December 31, 2014 785,000 440,695 Granted (596,569) 596,569 Exercised - (214,815) Forfeited/Cancelled 15,000 (152,680) Shares authorized 520,000 - Balance, December 31, 2015 723,431 669,769 $ 8.68 9.29 $ - Granted (264,208) 264,208 2.65 - - Exercised - - - - - Forfeited/Cancelled 180,939 (185,039) 9.00 - - Shares authorized 1,000,000 - - - - Balance, December 31, 2016 1,640,162 748,938 $ 6.45 8.65 $ - Vested or expected to vest at December 31, 2016 703,508 $ 6.57 8.62 $ - Exercisable at December 31, 2016 316,107 $ 8.88 8.20 $ - |
Shares Reserved for Future Issuance | As of December 31, 2016 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 748,938 Employee stock purchase plan 87,274 Available for future grants under the 2016 Plan 1,640,162 Warrants 7,751,376 Total shares reserved 10,227,750 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | The following tables summarize the unaudited quarterly statements of operations for the Company for the years ended December 31, 2016 and 2015 . The tables include all necessary adjustments, consisting only of normal recurring adjustments necessary in the opinion of management for a fair statement of the results for interim periods. As discussed in Note 3 of the Form 10-Q filed for the quarter ended September 30, 2016, the Company corrected an immaterial error in the condensed consolidated financial statements for the three months ended September 30, 2016. Quarter Ended (Unaudited) 2016 March 31, June 30, September 30, December 31, Revenue $ 106,000 $ 103,000 $ 29,000 $ 22,000 Total operating expenses 4,624,000 3,692,000 3,436,000 11,886,000 Loss from operations (4,518,000) (3,589,000) (3,407,000) (11,864,000) Other income (expense), net 1,406,000 (262,000) 1,032,000 1,808,000 Net loss (3,112,000) (3,851,000) (2,375,000) (9,500,000) Accretion of Series B redeemable convertible preferred stock (1,725,000) (133,000) - - Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock - (2,366,000) (1,214,000) - Net loss attributable to common stockholders (4,837,000) (6,350,000) (3,589,000) (9,500,000) Net loss per share of common stock Basic (0.82) (0.73) (0.32) (0.70) Diluted (0.82) (0.78) (0.32) (0.76) Quarter Ended (Unaudited) 2015 March 31, June 30, September 30, December 31, Revenue $ 102,000 $ 102,000 $ 143,000 $ 128,000 Total operating expenses 2,369,000 2,694,000 2,571,000 3,068,000 Loss from operations (2,267,000) (2,592,000) (2,428,000) (2,940,000) Other income (expense), net (12,226,000) 13,361,000 7,867,000 636,000 Income tax benefit - - - 73,000 Net (loss) income (14,493,000) 10,769,000 5,439,000 (2,231,000) Accretion of Series B redeemable convertible preferred stock (338,000) (1,828,000) (7,163,000) (949,000) Net (loss) income attributable to common stockholders (14,831,000) 8,941,000 (1,724,000) (3,180,000) Net (loss) income per share of common stock Basic (3.49) 1.27 (0.30) (0.54) Diluted (3.49) (0.33) (0.30) (0.54) |
Liquidity (Narrative) (Details)
Liquidity (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Liquidity [Abstract] | |||
Cash and cash equivalents | $ 5,711,000 | $ 9,370,000 | $ 6,581,000 |
Liquidity, management evaluation | Management believes that its existing resources will be sufficient to fund its planned operations through mid-April 2017. |
Significant Accounting Polici35
Significant Accounting Policies (Narrative) (Details) | Aug. 03, 2015$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Aug. 02, 2015shares |
Future cash flow discount rate | 16.80% | |||
Goodwill impairment charge | $ 7,600,000 | |||
Amortization of patents | 31,000 | $ 31,000 | ||
Unrecognized tax benefits | $ 2,100,000 | $ 2,100,000 | ||
Reverse stock split, description | 1-for-50 (1:50) reverse stock split of its common stock, par value $0.01 per share | |||
Conversion ratio of reverse stock split | 50 | |||
Common stock, shares authorized | shares | 670,000,000 | 670,000,000 | 670,000,000 | 445,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Patents [Member] | ||||
Finite-lived intangible assets, gross | $ 493,000 | |||
Amortization of patents | 186,000 | |||
SPH Intellectual Property [Member] | ||||
In-process resesarch and development | 5,200,000 | |||
Biocontrol Intellectual Property [Member] | ||||
In-process resesarch and development | 7,300,000 | |||
Impairment of in-process research and development | $ 2,000,000 | |||
In Process Research and Development [Member] | ||||
Discount rate | 16.80% | |||
Impairment of in-process research and development | $ 2,000,000 |
Significant Accounting Polici36
Significant Accounting Policies (Useful Lives of Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or useful life |
Minimum [Member] | Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Office and Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | Office and Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Significant Accounting Polici37
Significant Accounting Policies (Estimated Annual Patent Amortization Expense) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total patent amortization expense | $ 307,000 | $ 338,000 |
Patents [Member] | ||
2,017 | 31,000 | |
2,018 | 31,000 | |
2,019 | 31,000 | |
2,020 | 31,000 | |
2,021 | 31,000 | |
Thereafter | 152,000 | |
Total patent amortization expense | $ 307,000 |
Fair Value of Financial Asset38
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Narrative) (Details) - USD ($) | Apr. 08, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Jun. 20, 2016 | Dec. 31, 2015 | Aug. 03, 2015 | Aug. 02, 2015 |
Derivatives And Fair Value [Line Items] | |||||||
Fair value transfers out of Level 1 | $ 0 | $ 0 | |||||
Fair value transfers out of Level 2 | $ 0 | $ 0 | |||||
Remaining shares authorized for issuance | 670,000,000 | 670,000,000 | 670,000,000 | 445,000,000 | |||
Dilutive Financing Derivative Liability [Member] | |||||||
Derivatives And Fair Value [Line Items] | |||||||
Derivative liability | $ 126,000 | ||||||
Common Stock Issuance Agreement [Member] | |||||||
Derivatives And Fair Value [Line Items] | |||||||
Shares issued per agreement | 853,465 | ||||||
Remaining shares authorized for issuance | 286,846 | 1,037,053 | |||||
Common Stock Issuance Agreement [Member] | Dilutive Financing Derivative Liability [Member] | |||||||
Derivatives And Fair Value [Line Items] | |||||||
Derivative liability | $ 2,300,000 | ||||||
Series B redeemable convertible preferred stock [Member] | |||||||
Derivatives And Fair Value [Line Items] | |||||||
Common stock closing price | $ 3.98 | ||||||
Gain on derivative liability | $ 91,000 |
Fair Value of Financial Asset39
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Fair Value of Financial Liabilities Measured on Recurring Basis) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | $ 1,493,000 | |
Total liabilities | $ 2,443,000 | 1,499,000 |
Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 126,000 | |
November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Warrant liability | 2,043,000 | |
June 2016 Offering Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Warrant liability | 274,000 | |
2011 Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Warrant liability | 6,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Preferred B stock conversion liability | 1,493,000 | |
Total liabilities | 2,443,000 | 1,499,000 |
Fair Value, Inputs, Level 3 [Member] | Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 126,000 | |
Fair Value, Inputs, Level 3 [Member] | November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Warrant liability | 2,043,000 | |
Fair Value, Inputs, Level 3 [Member] | June 2016 Offering Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Warrant liability | $ 274,000 | |
Fair Value, Inputs, Level 3 [Member] | 2011 Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Warrant liability | $ 6,000 |
Fair Value of Financial Asset40
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Change in Fair Value of Warrant and Derivative Liabilities) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Derivatives And Fair Value [Line Items] | |
Balance, Series B Redeemable Preferred Stock | $ 1,493,000 |
Dilutive Financing Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | |
Creation of derivative or warrant liability | 2,282,000 |
Changes in estimated fair value | (611,000) |
Payout from liability | (1,545,000) |
Balance, derivative liability | 126,000 |
November 2016 Warrant Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, warrant liability | |
Creation of derivative or warrant liability | 2,929,000 |
Changes in estimated fair value | (886,000) |
Balance, warrant liability | 2,043,000 |
2011 Warrants [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, warrant liability | 6,000 |
Creation of derivative or warrant liability | |
Changes in estimated fair value | (6,000) |
Balance, warrant liability | |
June 2016 Offering Warrants [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, warrant liability | |
Creation of derivative or warrant liability | 1,816,000 |
Changes in estimated fair value | (1,542,000) |
Balance, warrant liability | 274,000 |
Series B redeemable convertible preferred stock [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, Series B Redeemable Preferred Stock | 1,493,000 |
Changes in estimated fair value | $ (1,493,000) |
Fair Value of Financial Asset41
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for June 2016 Warrant Liability) (Details) - June 2016 Offering Warrants [Member] - $ / shares | Jun. 03, 2016 | Dec. 31, 2016 |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 123.00% | 118.00% |
Expected term (years) | 5 years | 4 years 5 months 1 day |
Risk-free interest rate | 1.23% | 1.80% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 2.25 | $ 2.25 |
Common stock closing price | $ 2.06 | $ 0.44 |
Fair Value of Financial Asset42
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for Dilutive Financing Derivative Liability) (Details) - Dilutive Financing Derivative Liability [Member] | 6 Months Ended |
Sep. 30, 2016$ / shares | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |
Dividend yield | 0.00% |
Minimum [Member] | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |
Volatility | 108.00% |
Expected term (years) | 1 year 9 months |
Risk-free interest rate | 0.58% |
Stock price dilutive limit | $ 2.35 |
Common stock closing price | $ 1.52 |
Maximum [Member] | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | |
Volatility | 121.00% |
Expected term (years) | 2 years 2 months 23 days |
Risk-free interest rate | 0.79% |
Stock price dilutive limit | $ 4.05 |
Common stock closing price | $ 3.68 |
Fair Value of Financial Asset43
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for November 2016 Warrants) (Details) - November 2016 Warrant Derivative Liability [Member] - $ / shares | Nov. 22, 2016 | Dec. 31, 2016 |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 116.00% | 112.00% |
Expected term (years) | 5 years | 4 years 10 months 21 days |
Risk-free interest rate | 1.77% | 1.91% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 0.75 | $ 0.75 |
Common stock closing price | $ 0.62 | $ 0.44 |
Fair Value of Financial Asset44
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions Used for Series B Convertible Stock) (Details) - Series B redeemable convertible preferred stock [Member] | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Dividend yield | 0.00% |
Exercise price | $ 7 |
Common stock closing price | $ 3.98 |
Minimum [Member] | |
Volatility | 108.00% |
Fair Value Assumptions, Expected Term | 6 months |
Risk-free interest rate | 0.49% |
Maximum [Member] | |
Volatility | 117.00% |
Fair Value Assumptions, Expected Term | 2 years 6 months |
Risk-free interest rate | 1.19% |
Net Loss Per Common Share (Narr
Net Loss Per Common Share (Narrative) (Details) - shares | Dec. 31, 2016 | Jun. 20, 2016 | Dec. 31, 2015 | Aug. 03, 2015 | Aug. 02, 2015 |
Remaining shares authorized for issuance | 670,000,000 | 670,000,000 | 670,000,000 | 445,000,000 | |
Common Stock Issuance Agreement [Member] | |||||
Remaining shares authorized for issuance | 286,846 | 1,037,053 |
Net Income (Loss) Per Share (Co
Net Income (Loss) Per Share (Computation of Basic and Diluted Net Loss Per Share) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | ||||||||||
Net loss | $ (9,500,000) | $ (2,375,000) | $ (3,851,000) | $ (3,112,000) | $ (2,231,000) | $ 5,439,000 | $ 10,769,000 | $ (14,493,000) | $ (18,838,000) | $ (516,000) |
Excess of fair value of consideration transferred on conversion of Series B Preferred Stock | (1,214,000) | (2,366,000) | (3,580,000) | |||||||
Accretion of Series B redeemable convertible preferred stock | (133,000) | (1,725,000) | (949,000) | (7,163,000) | (1,828,000) | (338,000) | (1,858,000) | (10,278,000) | ||
Net loss attributable to common stockholders | $ (9,500,000) | $ (3,589,000) | $ (6,350,000) | $ (4,837,000) | $ (3,180,000) | $ (1,724,000) | $ 8,941,000 | $ (14,831,000) | $ (24,276,000) | $ (10,794,000) |
Weighted average number of shares of common stock outstanding - basic & diluted | 9,838,455 | 5,411,204 | ||||||||
Net loss per share of common stock - basic & diluted | $ (2.47) | $ (1.99) |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 8,500,314 | 8,853,833 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 748,938 | 669,769 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 7,751,376 | 656,211 |
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 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment [Abstract] | ||
Depreciation expenses | $ 338,000 | $ 299,000 |
Property and Equipment (Composi
Property and Equipment (Composition of Property and Equipment) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, plant and equipment, gross | $ 2,004,000 | $ 1,735,000 |
Less: accumulated depreciation and amortization | (932,000) | (604,000) |
Property and equipment, net | 1,072,000 | 1,131,000 |
Laboratory Equipment [Member] | ||
Property, plant and equipment, gross | 1,747,000 | 1,494,000 |
Office and Computer Equipment [Member] | ||
Property, plant and equipment, gross | 69,000 | 53,000 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 188,000 | $ 188,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating loss carryforward, expiration date | Dec. 31, 2018 | ||
Unrecognized tax benefits | $ 2,100,000 | $ 2,100,000 | $ 2,100,000 |
Income tax expense (benefit) | $ (73,000) | (556,000) | $ (73,000) |
Income tax expense (benefit) related to reduction of existing deferred tax liability | $ (200,000) | ||
United Kingdom enacted tax rate | 20.00% | 17.00% | 20.00% |
Interest and penalties pertaining to income tax examination recognized | $ 0 | $ 0 | |
In Process Research and Development [Member] | |||
Income tax expense (benefit) related to reduction of existing deferred tax liability | (400,000) | ||
Impairment of in-process research and development | $ 2,000,000 | ||
Maximum [Member] | |||
Income tax examination, years under examination | 2,015 | ||
Minimum [Member] | |||
Income tax examination, years under examination | 1,998 | ||
Domestic Tax Authority [Member] | |||
Net operating loss carryforwards ("NOLs") | $ 190,700,000 | ||
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||
Tax credit carryforward | $ 3,100,000 | ||
Tax credit carryforward, expiration date | Dec. 31, 2018 | ||
Unrecognized tax benefits | $ 2,100,000 | ||
Foreign Tax Authority [Member] | |||
Net operating loss carryforwards ("NOLs") | 8,900,000 | ||
Tax Year 2016 [Member] | Foreign Tax Authority [Member] | |||
Net operating loss carryforwards ("NOLs") | $ 300,000 |
Income Taxes ((Loss) Income fro
Income Taxes ((Loss) Income from Continuing Operations Before Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
United States | $ (6,358,000) | $ 1,818,000 |
Foreign | (13,036,000) | (2,407,000) |
Loss before taxes | $ (19,394,000) | $ (589,000) |
Income Taxes (Income Tax Benefi
Income Taxes (Income Tax Benefit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | |||
State | |||
Foreign | |||
Current income tax expense (benefit) | |||
Deferred | |||
Federal | |||
State | |||
Foreign | (556,000) | (73,000) | |
Deferred income tax expense (benefit) | (556,000) | (73,000) | |
Total income tax expense (benefit) | $ (73,000) | $ (556,000) | $ (73,000) |
Income Taxes (Components of Def
Income Taxes (Components of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Net operating loss carry-forwards | $ 67,479,000 | $ 65,425,000 |
Research and orphan drug credit carry-forwards | 3,109,000 | 5,181,000 |
Depreciation and amortization | 4,000 | (3,000) |
Stock options and other | 1,010,000 | 479,000 |
Intangible Assets | (2,367,000) | (3,079,000) |
Deferred Tax Assets, Gross, Total | 69,235,000 | 68,003,000 |
Valuation allowance for deferred tax assets | (71,684,000) | (71,008,000) |
Deferred Tax Assets, Net, Total | $ (2,449,000) | $ (3,005,000) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Statutory to Effective Income Tax Rate) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
U.S. federal statutory income tax rate | 34.00% | 34.00% |
Warrant liability and preferred stock conversion liability | 8.00% | 573.80% |
Difference in foreign vs U.S. statutory rates | (1.50%) | (21.80%) |
Stock option forfeitures & expirations | (0.60%) | (138.20%) |
State taxes, net of federal benefit | (3.80%) | |
Non-deductible stock issuance costs | (1.00%) | (17.90%) |
R&D expenses associated with Australian research grants | (5.20%) | 27.80% |
Effect of tax rate changes | 0.30% | 12.40% |
Goodwill impairment | (13.20%) | |
Change in reserve of uncertain tax positions | (10.70%) | |
All other | 0.10% | (2.90%) |
Subtotal | 6.40% | 467.20% |
Change in valuation allowance | (3.50%) | (454.80%) |
Effective income tax rate | 2.90% | 12.40% |
Commitments and Contingencies55
Commitments and Contingencies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2017 | Jul. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2014 | |
Rent expense under operating leases | $ 227,000 | $ 192,000 | ||||||
Minimum payment commitment | $ 105,000 | 105,000 | ||||||
NRM VII Holdings [Member] | ||||||||
Cash paid for legal settlement | 2,000,000 | |||||||
Payments of accrued dividends | $ 914,000 | |||||||
Total payable to insurance carrier | 914,000 | 914,000 | ||||||
Remaining balance of note payable | 803,000 | 803,000 | ||||||
Payment of note payable | 100,000 | 100,000 | ||||||
NRM VII Holdings [Member] | Scenario, Forecast [Member] | ||||||||
Payment of note payable | $ 305,000 | $ 305,000 | ||||||
NRM VII Holdings [Member] | Subsequent Event [Member] | ||||||||
Payment of note payable | $ 205,000 | |||||||
Virginia Biotech Research Partnership Laboratory [Member] | ||||||||
Minimum payment commitment | 14,000 | 14,000 | 14,000 | |||||
Savills Studley San Diego Office Space [Member] | ||||||||
Minimum payment commitment | 6,000 | 6,000 | 6,000 | |||||
Avtotehna [Member] | ||||||||
Minimum payment commitment | $ 81,000 | $ 81,000 | 81,000 | |||||
Lease expiration date | Feb. 1, 2019 | |||||||
Monthly rental expense | $ 3,128 | $ 3,128 | ||||||
Leasehold improvements | $ 185,000 |
Commitments and Contingencies56
Commitments and Contingencies (Future Minimum Lease Payments) (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 61,000 |
2,018 | 38,000 |
2,019 | 6,000 |
Total minimum lease payments | $ 105,000 |
Collaborative and Other Agree57
Collaborative and Other Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Licensing payments received | $ 22,000 | $ 29,000 | $ 103,000 | $ 106,000 | $ 128,000 | $ 143,000 | $ 102,000 | $ 102,000 | $ 260,000 | $ 475,000 | |
Intrexon Corporation [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Value of common stock paid for technology access fee | $ 3,000,000 | ||||||||||
Fees payable upon commencement of the first Phase 2 trial | 2,500,000 | 2,500,000 | |||||||||
Fees payable upon first regulatory approval | $ 5,000,000 | 5,000,000 | |||||||||
Milestone payments paid per collaboration agreement | 0 | ||||||||||
Expenses incurred under Channel Collaboration Agreement | 61,000 | 178,000 | |||||||||
Cash paid for channel collaboration agreement | 117,000 | 125,000 | |||||||||
University Of Leicester [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Expenses incurred under Channel Collaboration Agreement | 166,000 | 265,000 | |||||||||
Cash paid for channel collaboration agreement | 202,000 | 290,000 | |||||||||
University Of Glasgow [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Expenses incurred under Channel Collaboration Agreement | 0 | 61,000 | |||||||||
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] | Nonsoftware License Arrangement [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Licensing payments received | $ 40,000 | ||||||||||
Percent of license product sales receivable | 12.00% | ||||||||||
Percent of license product service revenues receivable | 6.00% | ||||||||||
Minimum annual royalty payments receivable | $ 15,000 | ||||||||||
Patent license agreement revenue | 15,000 | $ 0 | |||||||||
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] | |||||||||||
Value of common stock paid for technology access fee | $ 3,000,000 |
Redeemable Convertible Prefer58
Redeemable Convertible Preferred Stock (Details) | Nov. 22, 2016USD ($)$ / shares | Jun. 03, 2016USD ($)$ / shares | Apr. 08, 2016USD ($)$ / sharesshares | Apr. 07, 2016USD ($)$ / sharesshares | Aug. 03, 2015shares | Jun. 13, 2013$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 20, 2016shares | Aug. 02, 2015shares |
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.75 | $ 2.29 | $ 8.19 | |||||||
Remaining shares authorized for issuance | shares | 670,000,000 | 670,000,000 | 670,000,000 | 445,000,000 | ||||||
Dividends payable | $ 38,000 | |||||||||
Combined per share purchase price of common stock and warrants issued | $ / shares | $ 2.35 | |||||||||
Proceeds from equity offerings, gross | $ 4,000,000 | $ 5,000,000 | ||||||||
Shares of common stock issued upon conversion of preferred stock | shares | 1,505,560 | |||||||||
Preferred B stock conversion liability | $ 1,493,000 | |||||||||
Amount reclassified to Series B redeemable convertible stock | (1,493,000) | (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 | |||||||||
Dilutive Financing Derivative Liability [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Derivative liability | 126,000 | |||||||||
Changes in estimated fair value | $ (611,000) | |||||||||
Common Stock Issuance Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued per agreement | shares | 853,465 | |||||||||
Exercise price of warrants | $ / shares | $ 4.05 | $ 7 | ||||||||
Warrant expiration date | March 31, 2021 | June 26, 2018 | ||||||||
Cash payments in respect of accrued dividends | $ 2,200,000 | |||||||||
Trigger price per share for requirement to issue additional shares of common stock | $ / shares | $ 4.05 | |||||||||
Limitation rate for obligation to issue additional shares | 19.99% | |||||||||
Remaining shares authorized for issuance | shares | 286,846 | 1,037,053 | ||||||||
Minimum proceeds from conversion of stock upon closing of offering | $ 10,000,000 | |||||||||
Common Stock Issuance Agreement [Member] | Dilutive Financing Derivative Liability [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Derivative liability | $ 2,300,000 | |||||||||
Changes in estimated fair value | $ 1,500,000 | $ 611,000 | ||||||||
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 | |||||||||
Preferred stock, shares outstanding | shares | 7,527,853 | |||||||||
Number of common stock shares into which each share of preferred stock can be converted | 0.20 | |||||||||
Preferred Stock dividend rate | 10.00% | |||||||||
Preferred Stock, liquidation preference per share | $ / shares | $ 1.40 | |||||||||
Trigger price per share for redemption and conversion features of embedded derivative | $ / shares | $ 7 | |||||||||
Amount reclassified to Series B redeemable convertible stock | $ 1,858,000 |
Warrants (Narrative) (Details)
Warrants (Narrative) (Details) - USD ($) | 1 Months Ended | ||||||
Jan. 31, 2016 | Dec. 31, 2016 | Nov. 22, 2016 | Jun. 03, 2016 | Apr. 08, 2016 | Apr. 07, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants | $ 2.29 | $ 0.75 | $ 8.19 | ||||
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 | ||||||
Fair 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 | ||||||
Common Stock Issuance Agreement [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of securities called by warrants | 315,244 | ||||||
Exercise price of warrants | $ 4.05 | $ 7 | |||||
Securities Purchase Agreement [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of securities called by warrants | 5,335,000 | 1,063,830 | |||||
Exercise price of warrants | $ 0.75 | $ 2.25 |
Warrants (Number of Warrants, E
Warrants (Number of Warrants, Exercise Price, Aggregate Proceeds of Warrants if Exercised) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | 1,209,649 |
Shares, Issuances | 6,568,830 |
Shares, Expiration | (27,103) |
Shares, Balance at December 31, 2016 | 7,751,376 |
Aggregate proceeds if exercised | $ | $ 17,723,727 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 8.19 |
Weighted Average Exercise Price, Issuances | $ / shares | $ 1.28 |
Weighted Average Exercise Price, Expiration | 23 |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ / shares | $ 2.29 |
Range 0.75 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Issuances | 5,335,000 |
Shares, Balance at December 31, 2016 | 5,335,000 |
Aggregate proceeds if exercised | $ | $ 4,001,250 |
Weighted Average Exercise Price, Issuances | $ / shares | $ 0.75 |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ / shares | $ 0.75 |
Range 2.25 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Issuances | 1,063,830 |
Shares, Balance at December 31, 2016 | 1,063,830 |
Aggregate proceeds if exercised | $ | $ 2,393,618 |
Weighted Average Exercise Price, Issuances | $ / shares | $ 2.25 |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ / shares | $ 2.25 |
Range 4.05 - 8.25 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | 694,062 |
Shares, Balance at December 31, 2016 | 694,062 |
Aggregate proceeds if exercised | $ | $ 4,039,441 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 5.82 |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ / shares | $ 5.82 |
Range 10.75 - 23.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at December 31, 2015 | 515,587 |
Shares, Issuances | 170,000 |
Shares, Expiration | (27,103) |
Shares, Balance at December 31, 2016 | 658,484 |
Aggregate proceeds if exercised | $ | $ 7,289,418 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ / shares | $ 11.39 |
Weighted Average Exercise Price, Issuances | $ / shares | $ 12 |
Weighted Average Exercise Price, Expiration | 23 |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ / shares | $ 11.07 |
Stock Incentive Plan Compensa61
Stock Incentive Plan Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Estimated forfeiture rate, stock options granted | 8.00% | |
Closing stock price | $ 0.44 | |
Weighted average exercise price of unvested options | 4.68 | |
Weighted average exercise price of options exercisable | 8.88 | |
Weighted average exercise price options outstanding | $ 6.45 | $ 8.68 |
Unvested options outstanding | 432,831 | |
Unvested options weighted average grant date fair value | $ 4.12 | |
Options granted in stock option grant | 264,208 | 596,569 |
Exercise price of options granted | $ 2.65 | |
Unrecognized compensation cost related to unvested options | $ 1,400,000 | |
Weighted-average remaining period for recognition of compensation costs related to unvested options | 2 years 7 months 2 days | |
Equity Incentive Plan 2016 [Member] | ||
Expiration period of share-based payment award | 10 years | |
Vesting period of share-based compensation award | 4 years | |
Additional shares added to the Plan during period | 1,000,000 | |
Employee Stock Purchase Plan 2016 [Member] | ||
ESPP plan description | The shares are sold to participants at a price equal to the lesser of 85% of the fair market value of the Company's common stock at the (i) beginning of the offering period, or (ii) end of the six month purchase period. | |
Percent of fair market value at which employees can purchase common stock | 85.00% | |
Shares provided for under ESPP | 120,000 | |
Shares issued under ESPP during the period | 32,726 | |
ESPP compensation expenses | $ 12,000 | |
Employees and an Executive [Member] | ||
Options granted in stock option grant | 264,208 | |
Exercise price of options granted | $ 2.65 | |
Chief Financial Officer [Member] | ||
Options granted in stock option grant | 99,919 | |
Exercise price of options granted | $ 2.85 |
Stock Incentive Plan Compensa62
Stock Incentive Plan Compensation (Stock Option Valuation Assumptions) (Details) - Common Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Volatility | 139.00% | |
Expected term (in years) | 6 years | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.22% | 1.55% |
Volatility | 113.00% | |
Expected term (in years) | 6 years | |
Maximum [Member] | ||
Risk-free interest rate | 1.63% | 1.78% |
Volatility | 123.00% | |
Expected term (in years) | 10 years |
Stock Incentive Plan Compensa63
Stock Incentive Plan Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 1,995,000 | $ 483,000 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 138,000 | 122,000 |
General and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 1,857,000 | $ 361,000 |
Stock Incentive Plan Compensa64
Stock Incentive Plan Compensation (Summary of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Incentive Plan Compensation [Abstract] | ||
Shares Available for Grant, Beginning Balance | 723,431 | 785,000 |
Shares Available for Grant, Granted | (264,208) | (596,569) |
Shares Available for Grant, Forfeited | 180,939 | 15,000 |
Shares Available for Grant, Authorized | 1,000,000 | 520,000 |
Shares Available for Grant, Ending Balance | 1,640,162 | 723,431 |
Shares, Beginning Balance | 669,769 | 440,695 |
Shares, Granted | 264,208 | 596,569 |
Shares, Exercises | (214,815) | |
Shares, Forfeited | (185,039) | (152,680) |
Shares, Ending Balance | 748,938 | 669,769 |
Shares, Vested or expected to vest at December 31, 2016 | 703,508 | |
Shares, Exercisable at December 30, 2016 | 316,107 | |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ 8.68 | |
Weighted Average Exercise Price, Granted | 2.65 | |
Weighted Average Exercise Price, Forfeited | 9 | |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | 6.45 | $ 8.68 |
Weighted Average Exercise Price, Vested or expected to vest at December 31, 2016 | 6.57 | |
Weighted Average Exercise Price, Exercisable at December 31, 2016 | $ 8.88 | |
Average Remaining Contractual Term (Years), Outstanding | 8 years 7 months 24 days | 9 years 3 months 15 days |
Average Remaining Contractual Term (Years), Vested or expected to vest at December 31, 2016 | 8 years 7 months 13 days | |
Average Remaining Contractual Term (Years), Exercisable at December 31, 2016 | 8 years 2 months 12 days |
Stock Incentive Plan Compensa65
Stock Incentive Plan Compensation (Shares Reserved for Future Issuance) (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stock Incentive Plan Compensation [Abstract] | |||
Stock options outstanding | 748,938 | 669,769 | 440,695 |
Employee stock purchase plan | 87,274 | ||
Available for future grants under the Stock Incentive Plan | 1,640,162 | 723,431 | 785,000 |
Warrants | 7,751,376 | 1,209,649 | |
Total shares reserved | 10,227,750 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Retirement Plan [Abstract] | ||
Employer contribution to 401(k) plan | $ 0 | $ 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Biosciences Managers [Member] | |||
Current liabilities due to related parties | $ 10,000 | ||
Intrexon Corporation [Member] | |||
Value of common stock paid for technology access fee | $ 3,000,000 | ||
Fees payable upon commencement of first Phase 2 trial | 2,500,000 | ||
Fees payable upon first regulatory approval | 5,000,000 | ||
Milestone payments paid per collaboration agreement | 0 | ||
Cash paid for channel collaboration agreement | 117,000 | $ 125,000 | |
Current liabilities due to related parties | $ 0 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) | Nov. 22, 2016 | Jun. 03, 2016 | Mar. 16, 2015 | May 31, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||
Sale of stock, price per share | $ 0.44 | ||||||
Proceeds from equity offerings, gross | $ 4,000,000 | $ 5,000,000 | |||||
Exercise price of warrants | $ 0.75 | $ 2.29 | $ 8.19 | ||||
Proceeds from equity offerings, net | $ 7,566,000 | $ 12,384,000 | |||||
Value of common stock issued | 1,545,000 | ||||||
Costs directly allocable to offering | (756,000) | (213,000) | |||||
Series March 2015 Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrants | 393,939 | ||||||
Exercise price of warrants | $ 10.75 | ||||||
Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares sold in transaction | 1,575,758 | ||||||
Sale of stock, price per share | $ 8.25 | ||||||
Proceeds from issuance of private placement, gross | $ 13,000,000 | ||||||
Warrant liability | $ 4,200,000 | ||||||
Private Placement [Member] | 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 | $ 800,000 | ||||||
Other expenses related to issuance of warrants | $ 200,000 | 200,000 | |||||
Private Placement [Member] | Series March 2015 Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Decrease to additional paid-in capital resulting from warrants issued | $ 4,000,000 | ||||||
Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares sold in transaction | 2,127,660 | ||||||
Number of securities called by warrants | 1,063,830 | ||||||
Number of shares called by each warrant | 0.50 | ||||||
Sale of stock, price per share | $ 2.35 | ||||||
Proceeds from equity offerings, gross | $ 5,000,000 | ||||||
Exercise price of warrants | $ 2.25 | ||||||
Expiration term of warrants (in years) | 5 years | ||||||
Proceeds from equity offerings, net | $ 4,200,000 | ||||||
Placement agent fee as percentage of total gross proceeds of offering | 7.00% | ||||||
Fees paid to placement agent | $ 75,000 | ||||||
Derivative liability | $ 1,800,000 | ||||||
Dividend yield | 0.00% | ||||||
Volatility | 123.00% | ||||||
Risk-free interest rate | 1.23% | ||||||
Value of common stock issued | $ 3,200,000 | ||||||
Costs directly allocable to offering | 800,000 | ||||||
Payments of stock issuance costs allocable to warrants | $ 200,000 | ||||||
Changes in estimated fair value | (1,500,000) | ||||||
Public Offering of Warrants and Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares sold in transaction | 5,335,000 | ||||||
Number of securities called by warrants | 5,335,000 | ||||||
Sale of stock, price per share | $ 0.75 | ||||||
Proceeds from equity offerings, gross | $ 4,000,000 | ||||||
Exercise price of warrants | $ 0.75 | ||||||
Expiration term of warrants (in years) | 5 years | ||||||
Proceeds from equity offerings, net | $ 3,700,000 | ||||||
Placement agent fee as percentage of total gross proceeds of offering | 6.00% | ||||||
Fees paid to placement agent | $ 70,000 | ||||||
Derivative liability | 2,900,000 | ||||||
Value of common stock issued | 1,100,000 | ||||||
Costs directly allocable to offering | 700,000 | ||||||
Payments of stock issuance costs allocable to warrants | $ 300,000 | ||||||
Changes in estimated fair value | $ (886,000) |
Quarterly Financial Data (Selec
Quarterly Financial Data (Selected Quarterly Financial Data) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | ||||||||||
Revenue | $ 22,000 | $ 29,000 | $ 103,000 | $ 106,000 | $ 128,000 | $ 143,000 | $ 102,000 | $ 102,000 | $ 260,000 | $ 475,000 |
Total operating expenses | 11,886,000 | 3,436,000 | 3,692,000 | 4,624,000 | 3,068,000 | 2,571,000 | 2,694,000 | 2,369,000 | 23,638,000 | 10,702,000 |
Loss from operations | (11,864,000) | (3,407,000) | (3,589,000) | (4,518,000) | (2,940,000) | (2,428,000) | (2,592,000) | (2,267,000) | (23,378,000) | (10,227,000) |
Other income (expense), net | 1,808,000 | 1,032,000 | (262,000) | 1,406,000 | 636,000 | 7,867,000 | 13,361,000 | (12,226,000) | 3,984,000 | 9,638,000 |
Income tax benefit | 73,000 | 556,000 | 73,000 | |||||||
Net (loss) income | (9,500,000) | (2,375,000) | (3,851,000) | (3,112,000) | (2,231,000) | 5,439,000 | 10,769,000 | (14,493,000) | (18,838,000) | (516,000) |
Accretion of Series B redeemable convertible preferred stock | (133,000) | (1,725,000) | (949,000) | (7,163,000) | (1,828,000) | (338,000) | (1,858,000) | (10,278,000) | ||
Excess of fair value of consideration transferred on conversion of Series B Preferred Stock | (1,214,000) | (2,366,000) | (3,580,000) | |||||||
Net loss attributable to common stockholders | $ (9,500,000) | $ (3,589,000) | $ (6,350,000) | $ (4,837,000) | $ (3,180,000) | $ (1,724,000) | $ 8,941,000 | $ (14,831,000) | $ (24,276,000) | $ (10,794,000) |
Net loss per share of common stock - basic | $ (0.70) | $ (0.32) | $ (0.73) | $ (0.82) | $ (0.54) | $ (0.30) | $ 1.27 | $ (3.49) | ||
Net loss per share of common stock - diluted | $ (0.76) | $ (0.32) | $ (0.78) | $ (0.82) | $ (0.54) | $ (0.30) | $ (0.33) | $ (3.49) |