Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 10, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | AmpliPhi Biosciences Corp | |
Entity Central Index Key | 921,114 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | APHB | |
Entity Common Stock, Shares Outstanding | 6,627,836 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,202,000 | $ 5,711,000 |
Accounts receivable, net | 15,000 | 25,000 |
Prepaid expenses and other current assets | 343,000 | 619,000 |
Total current assets | 2,560,000 | 6,355,000 |
Property and equipment, net | 982,000 | 1,072,000 |
In process research and development | 10,461,000 | 10,461,000 |
Acquired patents, net | 299,000 | 307,000 |
Total assets | 14,302,000 | 18,195,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,109,000 | 1,659,000 |
Deferred revenue | 86,000 | |
Accrued compensation | 884,000 | 895,000 |
Dividends payable | 38,000 | 38,000 |
Insurance premium liability | 161,000 | 185,000 |
Note payable | 598,000 | 803,000 |
Total current liabilities | 2,876,000 | 3,580,000 |
Derivative liabilities | 2,329,000 | 2,443,000 |
Deferred tax liability | 2,449,000 | 2,449,000 |
Total liabilities | 7,654,000 | 8,472,000 |
Series B redeemable convertible preferred stock | ||
$0.01 par value; 9,357,935 shares authorized at March 31, 2017 and December 31, 2016; no shares issued and outstanding at March 31, 2017 and December 31, 2016 | ||
Stockholders' equity | ||
Common stock, $0.01 par value; 67,000,000 shares authorized at March 31, 2017 and December 31, 2016; 1,648,751 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 165,000 | 165,000 |
Additional paid-in capital | 391,097,000 | 390,918,000 |
Accumulated deficit | (384,614,000) | (381,360,000) |
Total stockholders' equity (deficit) | 6,648,000 | 9,723,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders' equity | $ 14,302,000 | $ 18,195,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 0 | 0 |
Series B redeemable convertible preferred stock, shares issued | 0 | 0 |
Series B redeemable convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 67,000,000 | 67,000,000 |
Common stock, shares issued | 1,648,751 | 1,648,751 |
Common stock, shares outstanding | 1,648,751 | 1,648,751 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statement of Operations [Abstract] | ||
Revenue | $ 29,000 | $ 106,000 |
Operating expenses | ||
Research and development | 1,490,000 | 1,980,000 |
General and administrative | 1,898,000 | 2,644,000 |
Total operating expenses | 3,388,000 | 4,624,000 |
Loss from operations | (3,359,000) | (4,518,000) |
Other income (expense) | ||
Change in fair value of derivative liabilities | 114,000 | 1,406,000 |
Other expense, net | (1,000) | |
Total other income (expense) | 113,000 | 1,406,000 |
Net (loss) income | (3,246,000) | (3,112,000) |
Accretion of Series B redeemable convertible preferred stock | (1,725,000) | |
Net (loss) income attributable to common stockholders | $ (3,246,000) | $ (4,837,000) |
Per share information: | ||
Net loss per share of common stock - basic & diluted | $ (1.94) | $ (8.22) |
Weighted average number of shares of common stock outstanding - basic & diluted (in shares) | 1,677,497 | 588,350 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net loss | $ (3,246,000) | $ (3,112,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | (114,000) | (1,406,000) |
Stock-based compensation | 171,000 | 816,000 |
Non-cash interest expense | 7,000 | |
Warrants expensed to in-process research and development | 204,000 | |
Amortization of patents | 8,000 | 8,000 |
Depreciation | 85,000 | 73,000 |
Other non-cash adjustments | 3,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 10,000 | 111,000 |
Accounts payable, accrued expenses, deferred revenue and other | (520,000) | 507,000 |
Accrued severance | (11,000) | (241,000) |
Prepaid expenses and other current assets | 308,000 | (45,000) |
Net cash used in operating activities | (3,299,000) | (3,085,000) |
Investing activities: | ||
Purchases of property and equipment | (5,000) | (112,000) |
Net cash used in investing activities | (5,000) | (112,000) |
Financing activities: | ||
Principal payment on note payable | (205,000) | |
Net cash used in financing activities | (205,000) | |
Net decrease in cash and cash equivalents | (3,509,000) | (3,197,000) |
Cash and cash equivalents, beginning of period | 5,711,000 | 9,370,000 |
Cash and cash equivalents, end of period | $ 2,202,000 | 6,173,000 |
Supplemental schedule of non-cash financing activities: | ||
Accretion of Series B redeemable convertible preferred stock | $ 1,725,000 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization and Description of the Business [Abstract] | |
Organization and Description of the Business | 1. Organization and Description of the Business AmpliPhi Biosciences Corporation (the “Company”) was incorporated in the state of Washington in 1989 under the name Targeted Genetics Corporation. In February 2011, Targeted Genetics Corporation changed its name to AmpliPhi Biosciences Corporation. The Company is dedicated to developing novel antibacterial therapies called bacteriophage (phage). Phages are naturally occurring viruses that preferentially target and kill their bacterial targets. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2017 | |
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. These circumstances could raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. As of March 31, 2017, the Company had cash and cash equivalents of $2.2 million. On May 10, 2017, the Company completed an underwritten public offering of common stock, pre-funded warrants and common warrants, resulting in net proceeds to the Company of approximately $9.1 million (see Note 12). In addition, the Company has filed an Australian tax return for the year 2016 and currently expects receipt of approximately $1.8 million in tax rebate incentive payments from the Australian tax authority in the third quarter of 2017, subject to review of the tax return by Australian tax authorities. There can be no assurance that the Company will receive such tax rebate when or in the amount currently anticipated, or at all. Management has made operational changes that are expected to reduce cash expenditures in 2017 and support the Company’s strategic emphasis on precisely targeted personalized bacteriophage therapies. Considering the Company’s current cash resources , including the net proceeds received from the public offering in May 2017 , management believes the Company’s existing resources will be sufficient to fund the Company’s planned operations until the end of the second quarter of 2018 . For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies The Company’s significant accounting policies are described in Note 3 to the c onsolidated f inancial s tatements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the Securities and Exchange Commission (SEC). Since the date of those financial statements, there have been no material changes to the Company’s significant accounting policies. The interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Biocontrol Limited, Ampliphi Biotehnološke Raziskave in Razvoj d. o.o., and AmpliPhi Australia Pty Ltd. All significant intercompany accounts and transactions have been eliminated. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10 ‑K, filed with the SEC. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ( “U.S. GAAP ” ) for interim financial statements and in accordance with the instructions to Form 10-Q. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ( “ ASC ” ) and Accounting Standards Update ( “ ASU ” ) of the Financial Accounting Standards Board ( “ FASB ” ). In the opinion of management, the accompanying consolidated financial statements include all adjustments that are of a normal and recurring nature and that are necessary for the fair presentation of the Company’s financial position and the results of its operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for the full year or any future period. Reverse Stock Split On April 21, 2017, 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- 10 (1:10) reverse stock split of its common stock, par value $ 0.01 per share , effective April 24, 2017. All common share, warrant, stock option, and per share information in the consolidated financial statements gives retroactive effect to the 1-for-10 reverse stock split that was effected on April 24, 201 7 . In connection with the reverse stock split, the Company adjusted its authorized common stock, from 670,000,000 to 67,000,000 shares. The par value of its common stock was unchanged at $0.01 per share, post-split. Use of Estimates The preparation of consolidated financial statements in conformity with 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 basis, 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. Warrant and Preferred Shares Conversion Feature s and Derivative Liabilities The Company accounts for warrants and derivative instruments and preferred shares conversion features under the applicable accounting guidance which requires the warrant and preferred share conversion 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. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements Not Yet Adopted 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 February 2015, the FASB issued ASU No. 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 plans to adopt this ASU on January 1, 2019 and is in the process of evaluating the impact of adopting the guidance on its consolidated financial statements. In August 2016, the FASB issued ASU No. 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 No. 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. Recently Adopted Accounting Standards 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 Company adopted this ASU as of December 31, 2016 and conformed its footnote disclosure in accordance with the disclosure requirements under this standard. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . The ASU is part of a simplification initiative aimed at reducing complexity in accounting standards. Current GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The Company adopted this ASU as of January 1, 2017 and the adoption did not have a n impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, (Topic 718) . This ASU changes certain aspects of accounting for share-based payments to employees and involves 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. Specifically, ASU 2016-09 requires that all income tax effects of share-based awards be recognized as income tax expense or benefit in the reporting period in which they occur. Additionally, ASU 2016-09 amends existing guidance to allow forfeitures of share-based awards to be recognized as they occur. Previous guidance required that share-based compensation expense include an estimate of forfeitures. The Company adopted this ASU as of January 1, 2017 and elected to account for forfeitures as they occur. The cumulative effect of adoption was made on a modified retrospective basis and resulted in an increase of $8,000 to both additional paid-in capital and accumulated deficit. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments [Abstract] | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 4. Fair Value of Financial Assets and Liabilities — Derivative Instruments ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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 the Company’s 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, income will reflect this sensitivity of internal and external factors. Items measured at fair value on a recurring basis include common stock warrants and a dilutive financing derivative liability (see Notes 6 and 8). During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Items (Level 1) (Level 2) Inputs (Level 3) Total March 31, 2017 Liabilities June 2016 offering warrant liability $ - $ - $ 245,000 $ 245,000 Dilutive financing derivative liability - - 123,000 123,000 November 2016 offering warrant liability - - 1,961,000 1,961,000 Total liabilities $ - $ - $ 2,329,000 $ 2,329,000 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 There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy for the three months ended March 31, 2017 or the year ended December 31, 2016 . The following table sets forth a summary of changes in the fair value of the Company's derivative and warrant liabilities, 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: June 2016 Dilutive Financing November 2016 Total Offering Derivative Offering Derivative Warrant Liability Liability Warrant Liability Liabilities Balance, December 31, 2016 $ 274,000 $ 126,000 $ 2,043,000 $ 2,443,000 Changes in estimated fair value (29,000) (3,000) (82,000) (114,000) Balance, March 31, 2017 $ 245,000 $ 123,000 $ 1,961,000 $ 2,329,000 In connection with an issuance of warrants exercisable for an aggregate of 106,383 shares of common stock under a registered public offering, the Company incurred the June 2016 offering warrant liability (see Note 8). 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 assumptions used consisted of the following: March 31, 2017 December 31, 2016 Volatility 115 % 118 % Expected term (years) 4.17 4.42 Risk-free interest rate 1.81 % 1.80 % Dividend yield 0.00 % 0.00 % Exercise price $22.50 $22.50 Common stock closing price $4.30 $4.40 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 (see Note 6). 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. From April 8, 2016, the date of the Common Stock Issuance Agreement (“CSIA”) through December 31, 2016, the Company raised capital from the 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 75,020 shares in June 2016 to the parties of 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. As of December 31, 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 28,684 shares. This maximum number of shares did not change during the three months ended March 31, 2017. As of December 31, 2016, the dilutive financing liability was valued at $126,000 , based on the closing market price of the Company’s common stock of $4.40 per share multiplied by the 28,684 shares available to be issued. As of the March 31, 2017, the dilutive financing liability was valued at $123,000 , based on the closing market price of the Company’s common stock of $4.30 per share multiplied by the 28,684 shares available to be issued. In connection with an issuance of warrants exercisable for an aggregate of 533,500 shares of common stock under a registered public offering, the Company incurred the November 2016 offering warrant liability (see Note 8). The fair value of the November 2016 offering warrant liability on the date of issuance and on each re-measurement date 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 warrants is considered a Level 3 measurement. The assumptions used consisted of the following: March 31, 2017 December 31, 2016 Volatility 112 % 112 % Expected term (years) 4.64 4.89 Risk-free interest rate 1.85 % 1.91 % Dividend yield 0.00 % 0.00 % Exercise price (1) $7.50 $7.50 Common stock closing price $4.30 $4.40 (1) The exercise price of the November 2016 offering warrants will be adjusted downward due to events subsequent to March 31, 2017 (see Note 8). As of March 31, 2017, all of the Company’s derivative liabilities were marked-to-market with the changes in fair value recorded as a component of change in fair value of derivative liabilities on the Company’s consolidated statements of operations. |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss per Common Share [Abstract] | |
Net Loss 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: Three Months Ended March 31, 2017 2016 Basic and diluted net loss per common share calculation: Net loss $ (3,246,000) $ (3,112,000) Accretion of Series B redeemable convertible preferred stock - (1,725,000) Net loss attributable to common stockholders - basic & diluted $ (3,246,000) $ (4,837,000) Weighted average common shares outstanding - basic & diluted 1,677,497 588,350 Net loss per share of common stock - basic & diluted $ (1.94) $ (8.22) The following outstanding securities at March 31, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2017 and 2016 , as they would have been anti-dilutive: Three Months Ended March 31, 2017 2016 Options 120,360 87,297 Warrants 775,137 137,964 Series B redeemable convertible preferred stock - 752,785 Total 895,497 978,046 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2017 | |
Redeemable Convertible Preferred Stock [Abstract] | |
Redeemable Convertible Preferred Stock | 6. Redeemable Convertible Preferred Stock On June 13, 2013, the Company’s Board of Directors approved a resolution designating 9,357,935 shares of Preferred Stock as Series B redeemable convertible preferred stock (Series B) with an initial stated value of $1.40 and par value of $0.01 per share. As of April 7, 2016, each Series B share was convertible into 0.02 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 Directors, 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 $70.00 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 150,556 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 85,346 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 $70.00 per share to $40.50 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 to the Holders of the preferred stock and the carrying amount of the preferred stock on April 7, 2016. The terms of the CSIA provide 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 $40.50 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, (ii) is subject to limitations under applicable NYSE MKT rules relating to the issuance of additional shares in a private placement at a price less than the greater of book or market value and (iii) will expire at such time the Company has raised $10.0 million in gross proceeds from the sale of common stock and/or preferred stock in a bona fide financing or financings or June 30, 2018, whichever occurs first. 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 $23.50 , 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 $7.50 , for gross proceeds of approximately $4.0 million (see Note 8). These two offerings 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 103,705 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 date. Subsequent to the June and November 2016 financings 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 28,684 shares under the rules of the NYSE MKT. This maximum number of shares did not change during the three months ended March 31, 2017. 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 under the rules of the NYSE MKT. Prior to the completion of the Company's May 2017 public offering, t he CSIA require d 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. In November 2016, the Company completed a registered public offering of common stock and warrants to purchase common stock at a price of $7.50 per share and accompanying warrant. In May 2017, the Company completed a public offering of common stock and warrants to purchase common stock, at a price of $1.49 per share of common stock and $0.01 per accompanying warrant. As a result of the November 2016 and May 2017 public offerings, the Holders may claim that we have an obligation to issue them, pursuant to the formula under the CSIA, in the aggregate, 552,169 shares of common stock: 222,407 shares as a result of the November 2016 public offering and 329,762 shares as a result of the May 2017 public offering. However, under section 713(a) of the NYSE MKT Company Guide, we are only permitted to issue 28,684 shares to the Holders without further stockholder approval. As of the date of this report, no shares of common stock have been issued to the Holders in connection with the November 2016 public offering or the May 2017 public offering. The dilutive financing derivative liability was marked-to-market at $123,000 as of March 31, 2017, with the decrease in fair value of $3,000 recorded as a component of change in fair value of derivative liabilities in the Company’s consolidated statements of operations (see Note 4) for the three months ended March 31, 2017. The March 31, 2017 consolidated balance sheet reflects dividends payable of $38,000 to former holders of preferred stock, which are classified as current liabilities. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Warrants [Abstract] | |
Warrants | 7. Warrants On January 4, 2016, the Company entered into an Asset Purchase Agreement with Novolytics Limited to purchase certain preclinical materials and intangible assets, including patent rights. In consideration for the assets acquired, the Company paid cash consideration of approximately $205,000 and issued warrants to purchase an aggregate of 17,000 shares of the Company’ common stock. During the three months ended March 31, 2016, the Company expensed the total value provided for the acquired assets of $409,000 , which included warrants with a fair market value of $204,000 , to in-process research and development. There were no warrants issued or exercised during the three months ended March 31, 2017 . The following table provides a summary of warrants outstanding. $7.50 $22.50 $40.50 - $82.50 $107.50 - $120.00 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 at March 31, 2017 533,500 $ 7.50 106,383 $ 22.50 69,406 $ 58.16 65,848 $ 110.73 775,137 $ 22.86 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity (Deficit) [Abstract] | |
Stockholders' Equity (Deficit) | 8. Stockholders’ Equity 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 212,766 shares of the Company’s common stock and warrants to purchase 106,383 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 $23.50 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 $22.50 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 . The Company evaluated the warrants issued in the offering and determined the warrant instruments should be classified as a liability 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 Company’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 $245,000 as of March 31, 2017, with the decrease in fair value of $29,000 recorded as a component of change in fair value of derivative liabilities in the Company’s statement of operations (see Note 4) for the three months ended March 31, 2017. On November 22, 2016 , the Company completed an underwritten public offering of 533,500 shares of its common stock and warrants to purchase up to an aggregate of 533,500 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 $7.50 per unit, for aggregate gross proceeds to the Company of $4.0 million. The warrants have an exercise price of $7.50 per share, were exercisable immediately upon issuance and expire five years following the date of issuance. The net proceeds to the Company from the offering of approximately $3.3 million after deducting placement agent fees and other offering expenses payable by the Company. 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 underwriting discounts and commissions 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 $1,961,000 as of March 31, 2017, with the decrease in fair value of $82,000 recorded as a component of change in fair value of derivative liabilities in the Company’s consolidated statement of operations (see Note 4) for the three months ended March 31, 2017. The $7.50 exercise price of the 533,500 shares of common stock issuable upon exercise of outstanding warrants will be adjusted in connection with the Company’s April 2017 1-for-10 reverse stock split. Under the terms of the November 2016 warrants, following a reverse stock split, on the 16th trading day immediately following such reverse stock split, or May 16, 2017, the exercise price of the November 2016 warrants will be reduced to the lowest volume-weighted average price between and including April 25, 2017 and May 15, 2017. There were no issuances of common stock during the three months ended March 31, 2017. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Stock Option Plan In June 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan (the 2016 Plan). The 2016 P lan 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 may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. Stock options expire no later than ten years from the date of grant and generally vest and typically become exercisable over a four -year period following the date of grant. Upon the exercise of stock options, the Company issues the resulting shares from shares reserved for issuance under the 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 100,000 new shares were added to the authorized share reserve under the 2016 Plan. Under the 2016 Plan, the number of shares authorized for issuance automatically increases annually beginning January 1, 2017 and through January 1, 2026. On January 1, 2017, the number of shares reserved for future issuance was automatically increased by 82,440 common shares. Share-based Compensation The Company estimates the fair value of stock options with performance and service conditions using a Black- Scholes option valuation model. The assumptions used in the Black-Scholes option pricing model are presented below: Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.10 to 2.38 % 1.58 to 1.63 % Expected volatility 116 to 118 % 113 % Expected term (years) 6.0 to 9.8 6.0 Expected dividend yield 0 % 0 % The table below summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented: Three Months Ended March 31, 2017 2016 Research and development $ 28,000 $ 26,000 General and administrative 143,000 790,000 Total stock-based compensation $ 171,000 $ 816,000 Stock option transactions during the three months ended March 31, 2017 are presented below: Options Outstanding Average Weighted Remaining Average Contractual Exercise Term Intrinsic Shares Price (Years) Value Balance, December 31, 2016 74,890 $ 64.50 8.65 $ - Granted 46,732 4.50 - - Exercised - - - - Forfeited/Cancelled (1,262) 28.60 - - Balance, March 31, 2017 120,360 $ 41.60 8.95 $ - Exercisable at March 31, 2017 39,766 $ 78.00 8.13 $ - The intrinsic value of options exercisable as of March 31, 2017 was $ 0 , based on the Company’s closing stock price of $4.30 per share and the exercise price of the options. As of March 31, 2017 , there was $1.6 million of total unrecognized compensation expense related to unvested stock options, which the Company expects to recognize over the weighted average remaining period of 2.5 years. Shares Reserved For Future Issuance As of March 31, 2017 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 120,360 Employee stock purchase plan 25,215 Available for future grants under the 2016 Plan 200,987 Warrants 775,137 Total shares reserved 1,121,699 As of March 31, 2017, the Company was obligated under the CSIA agreement and permitted to issue under the NYSE MKT rules to issue an aggregate of 28,684 shares of common stock to the Holders (see Note 6) for no additional consideration. Employee Stock Purchase Plan (ESPP) On June 20, 2016, the Company’s stockholders approved the Company’s 2016 Employee Stock Purchase Plan (the “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 are 12,000 , and automatically increase annually as allowed for under the ESPP, beginning January 1, 2017 and through January 1, 2026. On January 1, 2017, the number of shares of common stock reserved for issuance under the ESPP was automatically increased by 16,488 common shares . During the three months ended March 31, 2017, there were no shares issued under the ESPP and the Company recognized $3,000 in compensation expenses related to the ESPP. |
Collaborative Agreements
Collaborative Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Collaborative Agreements [Abstract] | |
Collaborative Agreements | 10. Collaborative Agreements In June 2013, the Company entered into a Collaborative Research and Development Agreement with the United States Army Medical Research and Materiel Command and the Walter Reed Army Institute of Research. The Collaborative Research and Development Agreement is focused on developing and commercializing bacteriophage therapeutics to treat S. aureus infections. During the three months ended March 31, 2017 and 2016 , the Company incurred no expense related to the Walter Reed Army Institute of Research under the Collaborative Research and Development Agreement. In 2013, the Company entered into collaboration agreements with the University of Leicester and the University of Glasgow. Under these agreements, which are referred to collectively as the Leicester Development Agreements, the Company provided payments to carry out research on the University of Leicester’s development of a bacteriophage therapeutic to resolve C. difficile infections. During the three months ended March 31, 2017 and 2016, the Company recorded $ 97,000 and $ 43,000 respectively, in research and development expenses related to the University of Leicester under the Leicester Development Agreements. During the three months ended March 31, 2017 and 2016, the Company recognized no expense related to the University of Glasgow under the Leicester Development Agreements. In March 2017, the Company provided the required 180 days’ notice to terminate the Leicester Development Agreement. In April 2017, the University of Leicester provided the Company with notice that it intends to terminate the license agreement as a result of its determination that the Company has not continued to make substantial commercial progress in relation to the technology licensed to the Company under the agreement. Under the license agreement, the Company has the right to enter in good faith discussion with the University of Leicester to identify feasible next steps to remedy the perceived lack of commercial progress prior to a termination of the license agreement on such basis. The licensed rights relate to bacteriophage therapeutic products for the treatment of C. difficile . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of op erations or financial position. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On May 10, 2017, the Company completed an underwritten public offering and sold 2,584,085 shares of its common stock and 4,483,334 pre-funded warrants to purchase common stock in lieu thereof, including 110,897 shares of common stock sold pursuant to the underwriter’s partial exercise of its over-allotment option, and common warrants to purchase 8,000,000 shares of common stock, including common warrants to purchase up to 1,043,478 shares of common stock sold pursuant to the underwriter’s full exercise of the over-allotment option to purchase additional common warrants. The price to the public for each share of common stock sold in the offering was $1.49 , $1.48 for each pre-funded warrant and $0.01 for each common warrant. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.01 per share. The common warrants are immediately exercisable at a price of $1.50 per share of common stock, and will expire five years from the date of issuance. The Company received net proceeds of $9.1 million, after deducting the underwriting discount and commissions and other estimated offering expenses payable by the Company. On April 1, 2017, the Company amended its offer letter agreements with the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. The offer letter amendments were entered into for cautionary purposes to limit the Company’s potential severance obligations, in order to provide the Company with additional near term operating flexibility by waiving certain severance benefits in exchange for stock options and eligibility to receive cash bonuses upon successful completion of near-term financings. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10 ‑K, filed with the SEC. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ( “U.S. GAAP ” ) for interim financial statements and in accordance with the instructions to Form 10-Q. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ( “ ASC ” ) and Accounting Standards Update ( “ ASU ” ) of the Financial Accounting Standards Board ( “ FASB ” ). In the opinion of management, the accompanying consolidated financial statements include all adjustments that are of a normal and recurring nature and that are necessary for the fair presentation of the Company’s financial position and the results of its operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for the full year or any future period. |
Reverse Stock Split Policy | Reverse Stock Split On April 21, 2017, 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- 10 (1:10) reverse stock split of its common stock, par value $ 0.01 per share , effective April 24, 2017. All common share, warrant, stock option, and per share information in the consolidated financial statements gives retroactive effect to the 1-for-10 reverse stock split that was effected on April 24, 201 7 . In connection with the reverse stock split, the Company adjusted its authorized common stock, from 670,000,000 to 67,000,000 shares. The par value of its common stock was unchanged at $0.01 per share, post-split. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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 basis, 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. |
Warrant and Preferred Shares Conversion Features and Derivative Liability | Warrant and Preferred Shares Conversion Feature s and Derivative Liabilities The Company accounts for warrants and derivative instruments and preferred shares conversion features under the applicable accounting guidance which requires the warrant and preferred share conversion 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. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted 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 February 2015, the FASB issued ASU No. 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 plans to adopt this ASU on January 1, 2019 and is in the process of evaluating the impact of adopting the guidance on its consolidated financial statements. In August 2016, the FASB issued ASU No. 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 No. 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. Recently Adopted Accounting Standards 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 Company adopted this ASU as of December 31, 2016 and conformed its footnote disclosure in accordance with the disclosure requirements under this standard. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . The ASU is part of a simplification initiative aimed at reducing complexity in accounting standards. Current GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The Company adopted this ASU as of January 1, 2017 and the adoption did not have a n impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, (Topic 718) . This ASU changes certain aspects of accounting for share-based payments to employees and involves 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. Specifically, ASU 2016-09 requires that all income tax effects of share-based awards be recognized as income tax expense or benefit in the reporting period in which they occur. Additionally, ASU 2016-09 amends existing guidance to allow forfeitures of share-based awards to be recognized as they occur. Previous guidance required that share-based compensation expense include an estimate of forfeitures. The Company adopted this ASU as of January 1, 2017 and elected to account for forfeitures as they occur. The cumulative effect of adoption was made on a modified retrospective basis and resulted in an increase of $8,000 to both additional paid-in capital and accumulated deficit. |
Fair Value of Financial Asset19
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivatives And Fair Value [Line Items] | |
Financial Liabilities Measured at Fair Value | The following fair value hierarchy table presents information about each major category of the Company's financial liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Items (Level 1) (Level 2) Inputs (Level 3) Total March 31, 2017 Liabilities June 2016 offering warrant liability $ - $ - $ 245,000 $ 245,000 Dilutive financing derivative liability - - 123,000 123,000 November 2016 offering warrant liability - - 1,961,000 1,961,000 Total liabilities $ - $ - $ 2,329,000 $ 2,329,000 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 |
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 derivative and warrant liabilities, 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: June 2016 Dilutive Financing November 2016 Total Offering Derivative Offering Derivative Warrant Liability Liability Warrant Liability Liabilities Balance, December 31, 2016 $ 274,000 $ 126,000 $ 2,043,000 $ 2,443,000 Changes in estimated fair value (29,000) (3,000) (82,000) (114,000) Balance, March 31, 2017 $ 245,000 $ 123,000 $ 1,961,000 $ 2,329,000 |
November 2016 Warrant Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The assumptions used consisted of the following: March 31, 2017 December 31, 2016 Volatility 112 % 112 % Expected term (years) 4.64 4.89 Risk-free interest rate 1.85 % 1.91 % Dividend yield 0.00 % 0.00 % Exercise price (1) $7.50 $7.50 Common stock closing price $4.30 $4.40 (1) The exercise price of the November 2016 offering warrants will be adjusted downward due to events subsequent to March 31, 2017 (see Note 8). |
June 2016 Offering Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The assumptions used consisted of the following: March 31, 2017 December 31, 2016 Volatility 115 % 118 % Expected term (years) 4.17 4.42 Risk-free interest rate 1.81 % 1.80 % Dividend yield 0.00 % 0.00 % Exercise price $22.50 $22.50 Common stock closing price $4.30 $4.40 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss per Common Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated: Three Months Ended March 31, 2017 2016 Basic and diluted net loss per common share calculation: Net loss $ (3,246,000) $ (3,112,000) Accretion of Series B redeemable convertible preferred stock - (1,725,000) Net loss attributable to common stockholders - basic & diluted $ (3,246,000) $ (4,837,000) Weighted average common shares outstanding - basic & diluted 1,677,497 588,350 Net loss per share of common stock - basic & diluted $ (1.94) $ (8.22) |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities at March 31, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2017 and 2016 , as they would have been anti-dilutive: Three Months Ended March 31, 2017 2016 Options 120,360 87,297 Warrants 775,137 137,964 Series B redeemable convertible preferred stock - 752,785 Total 895,497 978,046 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Warrants [Abstract] | |
Summary of Warrant Information | There were no warrants issued or exercised during the three months ended March 31, 2017 . The following table provides a summary of warrants outstanding. $7.50 $22.50 $40.50 - $82.50 $107.50 - $120.00 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 at March 31, 2017 533,500 $ 7.50 106,383 $ 22.50 69,406 $ 58.16 65,848 $ 110.73 775,137 $ 22.86 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Compensation [Abstract] | |
Weighted-Average Valuation Assumptions, Stock Option Grants | The assumptions used in the Black-Scholes option pricing model are presented below: Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.10 to 2.38 % 1.58 to 1.63 % Expected volatility 116 to 118 % 113 % Expected term (years) 6.0 to 9.8 6.0 Expected dividend yield 0 % 0 % |
Allocation of Stock-Based Compensation Expenses | The table below summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented: Three Months Ended March 31, 2017 2016 Research and development $ 28,000 $ 26,000 General and administrative 143,000 790,000 Total stock-based compensation $ 171,000 $ 816,000 |
Summary of Stock Option Activity | Stock option transactions during the three months ended March 31, 2017 are presented below: Options Outstanding Average Weighted Remaining Average Contractual Exercise Term Intrinsic Shares Price (Years) Value Balance, December 31, 2016 74,890 $ 64.50 8.65 $ - Granted 46,732 4.50 - - Exercised - - - - Forfeited/Cancelled (1,262) 28.60 - - Balance, March 31, 2017 120,360 $ 41.60 8.95 $ - Exercisable at March 31, 2017 39,766 $ 78.00 8.13 $ - |
Shares Reserved for Future Issuance | As of March 31, 2017 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 120,360 Employee stock purchase plan 25,215 Available for future grants under the 2016 Plan 200,987 Warrants 775,137 Total shares reserved 1,121,699 |
Liquidity (Narrative) (Details)
Liquidity (Narrative) (Details) - USD ($) | 1 Months Ended | |||||
May 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Cash and cash equivalents | $ 2,202,000 | $ 5,711,000 | $ 6,173,000 | $ 9,370,000 | ||
Subsequent Event [Member] | ||||||
Proceeds from issuance of common stock and warrants | $ 9,100,000 | |||||
Scenario, Forecast [Member] | Australian Taxation Office [Member] | ||||||
Expected tax rebate incentive payments | $ 1,800,000 |
Significant Accounting Polici24
Significant Accounting Policies (Details) | Apr. 24, 2017$ / sharesshares | Mar. 31, 2017$ / sharesshares | Apr. 23, 2017shares | Jan. 01, 2017USD ($) | Dec. 31, 2016$ / sharesshares |
Reverse stock split, description | 1-for-10 (1:10) reverse stock split of its common stock, par value $0.01 per share | ||||
Common stock, shares authorized | shares | 67,000,000 | 67,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Increase in APIC and accumulated deficit resulting from newly adopted policy | $ | $ 8,000 | ||||
Subsequent Event [Member] | |||||
Conversion ratio of reverse stock split | 10 | ||||
Common stock, shares authorized | shares | 67,000,000 | 670,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Fair Value of Financial Asset25
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Narrative) (Details) - USD ($) | Apr. 08, 2016 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Nov. 30, 2016 |
Derivatives And Fair Value [Line Items] | ||||||
Transfers between fair value levels, in | $ 0 | $ 0 | ||||
Transfers between fair value levels, out | $ 0 | $ 0 | ||||
Remaining shares authorized for issuance | 67,000,000 | 67,000,000 | 67,000,000 | |||
Derivative liability | $ 2,329,000 | $ 2,443,000 | $ 2,443,000 | |||
Common stock closing price | $ 4.30 | |||||
Common Stock Issuance Agreement [Member] | ||||||
Derivatives And Fair Value [Line Items] | ||||||
Proceeds from issuance of private placement, gross | $ 9,000,000 | |||||
Shares issued per agreements | 85,346 | 75,020 | ||||
Remaining shares authorized for issuance | 28,684 | 28,684 | 28,684 | |||
Derivative liability | $ 2,300,000 | |||||
Common stock closing price | $ 4.30 | $ 4.40 | $ 4.40 | |||
Dilutive Financing Derivative Liability [Member] | ||||||
Derivatives And Fair Value [Line Items] | ||||||
Derivative liability | $ 123,000 | $ 126,000 | $ 126,000 | |||
Dilutive Financing Derivative Liability [Member] | Common Stock Issuance Agreement [Member] | ||||||
Derivatives And Fair Value [Line Items] | ||||||
Derivative liability | 123,000 | 126,000 | 126,000 | |||
November 2016 Warrant Derivative Liability [Member] | ||||||
Derivatives And Fair Value [Line Items] | ||||||
Derivative liability | $ 1,961,000 | $ 2,043,000 | $ 2,043,000 | |||
Common stock closing price | $ 4.30 | $ 4.40 | $ 4.40 | |||
Number of securities called by warrants | 533,500 | |||||
June 2016 Offering Liability [Member] | ||||||
Derivatives And Fair Value [Line Items] | ||||||
Derivative liability | $ 245,000 | $ 274,000 | $ 274,000 | |||
Common stock closing price | $ 4.30 | $ 4.40 | $ 4.40 | |||
Number of securities called by warrants | 106,383 |
Fair Value of Financial Asset26
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Fair Value of Financial Liabilities Measured on Recurring Basis) (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | $ 2,329,000 | $ 2,443,000 |
Total liabilities | 2,329,000 | 2,443,000 |
Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 123,000 | 126,000 |
November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 1,961,000 | 2,043,000 |
June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 245,000 | 274,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 1 [Member] | November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 1 [Member] | June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Total liabilities | 2,329,000 | 2,443,000 |
Fair Value, Inputs, Level 3 [Member] | Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 123,000 | 126,000 |
Fair Value, Inputs, Level 3 [Member] | November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 1,961,000 | 2,043,000 |
Fair Value, Inputs, Level 3 [Member] | June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | $ 245,000 | $ 274,000 |
Fair Value of Financial Asset27
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Change in Fair Value of Derivative and Warrant Liabilities) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | $ 2,443,000 |
Changes in estimated fair value | (114,000) |
Balance, derivative liability | 2,329,000 |
Dilutive Financing Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 126,000 |
Changes in estimated fair value | (3,000) |
Balance, derivative liability | 123,000 |
November 2016 Warrant Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 2,043,000 |
Changes in estimated fair value | (82,000) |
Balance, derivative liability | 1,961,000 |
June 2016 Offering Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 274,000 |
Changes in estimated fair value | (29,000) |
Balance, derivative liability | $ 245,000 |
Fair Value of Financial Asset28
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions for June 2016 Offering Warrants) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Common stock closing price | $ 4.30 | |
June 2016 Offering Liability [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 115.00% | 118.00% |
Expected term (years) | 4 years 2 months 1 day | 4 years 5 months 1 day |
Risk-free interest rate | 1.81% | 1.80% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 22.50 | $ 22.50 |
Common stock closing price | $ 4.30 | $ 4.40 |
Fair Value of Financial Asset29
Fair Value of Financial Assets and Liabilities - Derivative Instruments (Valuation Assumptions Used for November 2016 Offering Warrants) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Common stock closing price | $ 4.30 | ||
November 2016 Warrant Derivative Liability [Member] | |||
Volatility | 112.00% | 112.00% | |
Expected term (years) | 4 years 7 months 21 days | 4 years 10 months 21 days | |
Risk-free interest rate | 1.85% | 1.91% | |
Dividend yield | 0.00% | 0.00% | |
Exercise price | [1] | $ 7.50 | $ 7.50 |
Common stock closing price | $ 4.30 | $ 4.40 | |
[1] | (1) The exercise price of the November 2016 offering warrants will be adjusted downward due to events subsequent to March 31, 2017 (see Note 8). |
Net Loss per Common Share (Basi
Net Loss per Common Share (Basic and Diluted Income (Loss) Per Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Basic and diluted net income (loss) per common share calculation: | ||
Net loss | $ (3,246,000) | $ (3,112,000) |
Accretion of Series B redeemable convertible preferred stock | (1,725,000) | |
Net loss attributable to common stockholders - basic & diluted | $ (3,246,000) | $ (4,837,000) |
Weighted average number of shares of common stock outstanding - basic & diluted (in shares) | 1,677,497 | 588,350 |
Net loss per share of common stock - basic & diluted | $ (1.94) | $ (8.22) |
Net Loss per Common Share (Anti
Net Loss per Common Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 895,497 | 978,046 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 120,360 | 87,297 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 775,137 | 137,964 |
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 | 752,785 |
Redeemable Convertible Prefer32
Redeemable Convertible Preferred Stock (Details) | May 10, 2017USD ($)$ / shares | Nov. 22, 2016USD ($)$ / shares | Jun. 20, 2016shares | Jun. 03, 2016USD ($)$ / shares | Apr. 08, 2016USD ($)$ / sharesshares | Apr. 07, 2016$ / shares | Jun. 13, 2013$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | Jun. 30, 2016shares | Mar. 31, 2017USD ($)$ / sharesshares | Apr. 07, 2016USD ($)$ / shares | Dec. 31, 2016USD ($) | Nov. 30, 2016$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||
Amount reclassified to Series B from APIC to adjust redemption value | $ 1,858,000 | ||||||||||||
Shares of common stock issued upon conversion of preferred stock | shares | 150,556 | ||||||||||||
Exercise price of warrants | $ / shares | $ 22.86 | ||||||||||||
Derivative liability | $ 2,329,000 | $ 2,443,000 | |||||||||||
Liability fair value adjustment | (114,000) | ||||||||||||
Dividends payable | 38,000 | ||||||||||||
Common Stock Issuance Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Trigger price per share for requirement to issue additional shares of common stock | $ / shares | $ 40.50 | ||||||||||||
Shares issued per agreements | shares | 85,346 | 75,020 | |||||||||||
Exercise price of warrants | $ / shares | $ 40.50 | $ 70 | $ 70 | ||||||||||
Cash payments in respect of accrued dividends | $ 2,200,000 | ||||||||||||
Warrant expiration date | Mar. 31, 2021 | Jun. 26, 2018 | |||||||||||
Gross proceeds benchmark for expiration of obligation to issue shares | $ 10,000,000 | ||||||||||||
Future shares of common stock approved to be issued per agreement | shares | 103,705 | 28,684 | |||||||||||
Derivative liability | $ 2,300,000 | ||||||||||||
Liability fair value adjustment | $ 1,500,000 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Combined per share purchase price of shares and warrants issued | $ / shares | $ 7.50 | $ 23.50 | |||||||||||
Proceeds from issuance of common stock and warrants | $ 4,000,000 | $ 5,000,000 | |||||||||||
Public Offering of Warrants and Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price of warrants | $ / shares | $ 7.50 | ||||||||||||
Proceeds from issuance of common stock and warrants | $ 3,300,000 | ||||||||||||
Derivative liability | $ 2,900,000 | $ 1,961,000 | |||||||||||
Liability fair value adjustment | (82,000) | ||||||||||||
Sale of stock, price per share | $ / shares | $ 7.50 | $ 7.50 | |||||||||||
Number of shares contingently issuable to Holders per CSIA | shares | 222,407 | ||||||||||||
Dilutive Financing Derivative Liability [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | 123,000 | 126,000 | |||||||||||
Liability fair value adjustment | (3,000) | ||||||||||||
Dilutive Financing Derivative Liability [Member] | Common Stock Issuance Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Derivative liability | $ 123,000 | $ 126,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock and warrants | $ 9,100,000 | ||||||||||||
Subsequent Event [Member] | Public Offering of Warrants and Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price of warrants | $ / shares | $ 1.50 | $ 0.01 | |||||||||||
Proceeds from issuance of common stock and warrants | $ 9,100,000 | ||||||||||||
Sale of stock, price per share | $ / shares | $ 1.49 | $ 1.49 | |||||||||||
Number of shares contingently issuable to Holders per CSIA | shares | 329,762 | ||||||||||||
Subsequent Event [Member] | November 2016 and May 2017 Public Offerings [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares contingently issuable to Holders per CSIA | shares | 552,169 | ||||||||||||
Shares issued to Holders pursuant to CSIA | shares | 0 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | shares | 9,357,935 | ||||||||||||
Preferred Stock, initial stated value per share | $ / shares | $ 1.40 | ||||||||||||
Preferred Stock, par value per share | $ / shares | $ 0.01 | ||||||||||||
Number of shares of common stock for which each Series B share can be converted | 0.02 | ||||||||||||
Preferred Stock dividend rate | 10.00% | ||||||||||||
Trigger price per share for redemption and conversion features of derivative | $ / shares | $ 70 | ||||||||||||
Number of shares converted | shares | 7,527,853 |
Warrants (Narrative) (Details)
Warrants (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants | $ 22.86 | ||
Warrants issued during period | 0 | ||
Warrants exercised during period | 0 | ||
Novolytics Ltd [Member] | |||
Class of Warrant or Right [Line Items] | |||
Cash consideration for assets acquired | $ 205,000 | ||
Number of securities called by warrants | 17,000 | ||
Novolytics Ltd [Member] | Research and development expense [Member] | |||
Class of Warrant or Right [Line Items] | |||
Value of warrants issued | $ 204,000 | ||
Fair value of assets acquired | $ 409,000 |
Warrants (Summary of Warrants O
Warrants (Summary of Warrants Outstanding) (Details) | Mar. 31, 2017$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at March 31, 2017 | shares | 775,137 |
Weighted Average Exercise Price, Outstanding at March 31, 2017 | $ / shares | $ 22.86 |
Range 7.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at March 31, 2017 | shares | 533,500 |
Weighted Average Exercise Price, Outstanding at March 31, 2017 | $ / shares | $ 7.50 |
Range 22.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at March 31, 2017 | shares | 106,383 |
Weighted Average Exercise Price, Outstanding at March 31, 2017 | $ / shares | $ 22.50 |
Range 40.50 - 82.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at March 31, 2017 | shares | 69,406 |
Weighted Average Exercise Price, Outstanding at March 31, 2017 | $ / shares | $ 58.16 |
Range 107.50 - 120.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Balance at March 31, 2017 | shares | 65,848 |
Weighted Average Exercise Price, Outstanding at March 31, 2017 | $ / shares | $ 110.73 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) | Nov. 22, 2016 | May 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 |
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ 22.86 | ||||
Derivative liability | $ 2,329,000 | $ 2,443,000 | |||
Changes in estimated fair value | $ (114,000) | ||||
Common stock issued during period | 0 | ||||
Securities Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 212,766 | ||||
Number of securities called by warrants | 106,383 | ||||
Number of shares called by each warrant | 0.50 | ||||
Sale of stock, price per share | $ 23.50 | ||||
Proceeds from equity offerings, gross | $ 5,000,000 | ||||
Exercise price of warrants | $ 22.50 | ||||
Expiration term of warrants (in years) | 5 years | ||||
Proceeds from issuance of common stock and warrants | $ 4,200,000 | ||||
Derivative liability | $ 1,800,000 | $ 245,000 | |||
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 | (29,000) | ||||
Public Offering of Warrants and Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 533,500 | ||||
Number of securities called by warrants | 533,500 | ||||
Number of shares called by each warrant | 1 | ||||
Sale of stock, price per share | $ 7.50 | $ 7.50 | |||
Proceeds from equity offerings, gross | $ 4,000,000 | ||||
Exercise price of warrants | $ 7.50 | ||||
Expiration term of warrants (in years) | 5 years | ||||
Proceeds from issuance of common stock and warrants | $ 3,300,000 | ||||
Derivative liability | 2,900,000 | 1,961,000 | |||
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 | $ (82,000) |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2017 | |
Intrinsic value of options exercisable | $ 0 | ||
Common stock closing price | $ 4.30 | ||
Unrecognized share based compensation expense for nonvested options | $ 1,600,000 | ||
Weighted average recognition period for unrecognized compensatione expense related to unvested stock options | 2 years 6 months | ||
Remaining shares authorized for issuance | 67,000,000 | 67,000,000 | |
Common Stock Issuance Agreement [Member] | |||
Common stock closing price | $ 4.30 | $ 4.40 | |
Remaining shares authorized for issuance | 28,684 | 28,684 | |
Employee Stock Purchase Plan 2016 [Member] | |||
Additional shares added to the Plan during period | 16,488 | ||
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 | 12,000 | ||
Shares issued under ESPP | 0 | ||
Compensation costs related to ESPP | $ 3,000 | ||
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 | 100,000 | ||
Increase in shares reserved for future issuance | 82,440 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions for Options) (Details) - Stock Options [Member] | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Volatility | 113.00% | |
Expected term (years) | 6 years | 6 years |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 2.10% | 1.58% |
Volatility | 116.00% | |
Maximum [Member] | ||
Risk-free interest rate | 2.38% | 1.63% |
Volatility | 118.00% | |
Expected term (years) | 9 years 9 months 18 days |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 171,000 | $ 816,000 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 28,000 | 26,000 |
General and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 143,000 | $ 790,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Stock-Based Compensation [Abstract] | ||
Shares, Balance at December 31, 2016 | 74,890 | |
Shares, Granted | 46,732 | |
Shares, Exercises | ||
Shares, Forfeited | (1,262) | |
Shares, Balance at March 31, 2017 | 120,360 | 74,890 |
Shares, Exercisable at March 31, 2017 | 39,766 | |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ 64.50 | |
Weighted Average Exercise Price, Granted | 4.50 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | 28.60 | |
Weighted Average Exercise Price, Outstanding at March 31, 2017 | 41.60 | $ 64.50 |
Weighted Average Exercise Price, Exercisable at March 31, 2017 | $ 78 | |
Average Remaining Contractual Term (Years), Outstanding at December 31, 2016 | 8 years 7 months 24 days | |
Average Remaining Contractual Term (Years), Outstanding at March 31, 2017 | 8 years 11 months 12 days | |
Average Remaining Contractual Term (Years), Exercisable at March 31, 2017 | 8 years 1 month 17 days | |
Intrinsic Value, Exercisable at March 31, 2017 | $ 0 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 |
Stock options outstanding | 120,360 | 74,890 |
Employee stock purchase plan | 25,215 | |
Warrants | 775,137 | |
Total shares reserved | 1,121,699 | |
Equity Incentive Plan 2016 [Member] | ||
Available for future grants under the 2016 Plan | 200,987 |
Collaborative Agreements (Narra
Collaborative Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
University Of Leicester [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Expenses Incurred Under Channel Collaborative Agreement | $ 97,000 | $ 43,000 |
University Of Glasgow [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Expenses Incurred Under Channel Collaborative Agreement | 0 | 0 |
Walter Reed Army Institute Of Research [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Expenses Incurred Under Channel Collaborative Agreement | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | May 10, 2017 | Nov. 22, 2016 | May 31, 2017 | Mar. 31, 2017 | Nov. 30, 2016 |
Exercise price of warrants | $ 22.86 | ||||
Public Offering of Warrants and Common Stock [Member] | |||||
Sale of stock, number of shares issued in transaction | 533,500 | ||||
Number of securities called by warrants | 533,500 | ||||
Number of shares called by each warrant | 1 | ||||
Sale of stock, price per share | $ 7.50 | $ 7.50 | |||
Exercise price of warrants | $ 7.50 | ||||
Expiration term of warrants (in years) | 5 years | ||||
Proceeds from issuance of common stock and warrants | $ 3.3 | ||||
Subsequent Event [Member] | |||||
Proceeds from issuance of common stock and warrants | $ 9.1 | ||||
Subsequent Event [Member] | Public Offering of Warrants and Common Stock [Member] | |||||
Sale of stock, number of shares issued in transaction | 2,584,085 | ||||
Sale of stock, price per share | $ 1.49 | $ 1.49 | |||
Exercise price of warrants | $ 1.50 | $ 0.01 | |||
Expiration term of warrants (in years) | 5 years | ||||
Proceeds from issuance of common stock and warrants | $ 9.1 | ||||
Subsequent Event [Member] | Public Offering of Warrants and Common Stock [Member] | Underwriter Over-allotment Option [Member] | |||||
Sale of stock, number of shares issued in transaction | 110,897 | ||||
Number of securities called by warrants | 1,043,478 | ||||
Subsequent Event [Member] | Public Offering of Warrants and Common Stock [Member] | Pre-Funded Warrant [Member] | |||||
Number of shares called by each warrant | 1 | ||||
Sale of stock, price per share | $ 1.48 | ||||
Exercise price of warrants | $ 0.01 | ||||
Subsequent Event [Member] | Public Offering of Warrants and Common Stock [Member] | Common Warrant [Member] | |||||
Number of securities called by warrants | 8,000,000 | ||||
Sale of stock, price per share | $ 0.01 |