Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 09, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | AmpliPhi Biosciences Corp | |
Entity Central Index Key | 921,114 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | APHB | |
Entity Common Stock, Shares Outstanding | 8,749,052 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 8,962,000 | $ 5,711,000 |
Accounts receivable, net | 12,000 | |
Prepaid expenses and other current assets | 282,000 | 590,000 |
Total current assets | 9,244,000 | 6,313,000 |
Property and equipment, net | 909,000 | 1,072,000 |
In process research and development | 4,661,000 | 10,461,000 |
Acquired patents, net | 292,000 | 307,000 |
Total assets | 15,106,000 | 18,153,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,856,000 | 1,617,000 |
Deferred revenue | 58,000 | |
Accrued compensation | 1,072,000 | 895,000 |
Dividends payable | 38,000 | 38,000 |
Insurance premium liability | 81,000 | 185,000 |
Note payable | 606,000 | 803,000 |
Total current liabilities | 3,711,000 | 3,538,000 |
Derivative liabilities | 387,000 | 2,443,000 |
Deferred tax liability | 1,147,000 | 2,449,000 |
Total liabilities | 5,245,000 | 8,430,000 |
Series B redeemable convertible preferred stock | ||
$0.01 par value; no shares authorized at June 30, 2017 and December 31, 2016; no shares issued and outstanding at June 30, 2017 and December 31, 2016 | ||
Stockholders' equity | ||
Common stock, $0.01 par value; 67,000,000 shares authorized at June 30, 2017 and December 31, 2016; 8,549,152 and 1,648,751 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 85,000 | 16,000 |
Additional paid-in capital | 400,851,000 | 391,067,000 |
Accumulated deficit | (391,075,000) | (381,360,000) |
Total stockholders' equity | 9,861,000 | 9,723,000 |
Total liabilities, Series B redeemable convertible preferred stock and stockholders' equity | $ 15,106,000 | $ 18,153,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 8,549,152 | 1,648,751 |
Common stock, shares outstanding | 8,549,152 | 1,648,751 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Consolidated Statement of Operations [Abstract] | ||||
Revenue | $ 28,000 | $ 103,000 | $ 57,000 | $ 209,000 |
Operating expenses | ||||
Research and development expenses | 1,130,000 | 1,241,000 | 2,620,000 | 3,221,000 |
General and administrative | 2,784,000 | 2,451,000 | 4,682,000 | 5,095,000 |
Impairment charges | 5,800,000 | 5,800,000 | ||
Total operating expenses | 9,714,000 | 3,692,000 | 13,102,000 | 8,316,000 |
Loss from operations | (9,686,000) | (3,589,000) | (13,045,000) | (8,107,000) |
Other income (expense) | ||||
Change in fair value of derivative liabilities | 1,920,000 | (35,000) | 2,034,000 | 1,371,000 |
Other income, net | 3,000 | 2,000 | ||
Other expense, net | (227,000) | (227,000) | ||
Total other income (expense) | 1,923,000 | (262,000) | 2,036,000 | 1,144,000 |
Loss before income taxes | (7,763,000) | (3,851,000) | (11,009,000) | (6,963,000) |
Income tax benefit | 1,302,000 | 1,302,000 | ||
Net loss | (6,461,000) | (3,851,000) | (9,707,000) | (6,963,000) |
Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock | (2,366,000) | (2,366,000) | ||
Accretion of Series B redeemable convertible preferred stock | (133,000) | (1,858,000) | ||
Net loss attributable to common stockholders | $ (6,461,000) | $ (6,350,000) | $ (9,707,000) | $ (11,187,000) |
Per share information: | ||||
Net loss per share of common stock - basic | $ (1.21) | $ (7.26) | $ (2.76) | $ (15.30) |
Weighted average number of shares of common stock outstanding - basic | 5,350,930 | 874,062 | 3,514,181 | 731,206 |
Net loss per share of common stock - diluted | $ (1.46) | $ (7.82) | $ (3.09) | $ (15.96) |
Weighted average number of shares of common stock outstanding - diluted | 5,519,895 | 876,806 | 3,652,501 | 732,578 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities: | ||
Net loss | $ (9,707,000) | $ (6,963,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | (2,034,000) | (1,371,000) |
Impairment charges | 5,800,000 | |
Stock-based compensation | 470,000 | 1,364,000 |
Deferred taxes | (1,302,000) | |
Warrants and other allocable expenses | 431,000 | |
Depreciation | 170,000 | 158,000 |
Amortization of patents | 15,000 | 15,000 |
Other non-cash adjustments | 18,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 12,000 | 107,000 |
Accounts payable, accrued expenses, deferred revenue and other | (189,000) | 509,000 |
Accrued compensation | 177,000 | (172,000) |
Prepaid expenses and other current assets | 340,000 | (55,000) |
Net cash used in operating activities | (6,230,000) | (5,977,000) |
Investing activities: | ||
Purchases of property and equipment | (7,000) | (237,000) |
Net cash used in investing activities | (7,000) | (237,000) |
Financing activities: | ||
Costs of Series B redeemable convertible preferred stock conversion to common stock | (173,000) | |
Dividend payments | (63,000) | |
Proceeds from sale of common stock and related warrants, net of offering costs | 9,690,000 | 4,224,000 |
Proceeds from stock issuance under employee stock purchase plan | 3,000 | |
Principal payment on note payable | (205,000) | |
Net cash used in financing activities | 9,488,000 | 3,988,000 |
Net increase (decrease) in cash and cash equivalents | 3,251,000 | (2,226,000) |
Cash and cash equivalents, beginning of period | 5,711,000 | 9,370,000 |
Cash and cash equivalents, end of period | 8,962,000 | 7,144,000 |
Supplemental schedule of non-cash financing activities: | ||
Accretion of Series B redeemable convertible preferred stock | 1,858,000 | |
Fair value of warrant liability upon issuance | $ 1,816,000 | |
Offering costs included in accounts payable | $ 339,000 |
Organization and Description of
Organization and Description of the Business | 6 Months Ended |
Jun. 30, 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 bind to and kill their bacterial targets. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 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 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 June 30, 2017, the Company had cash and cash equivalents of $9.0 million. 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 bacteriophage therapies. Considering the Company’s current cash resources, management believes the Company’s existing resources will be sufficient to fund the Company’s planned operations until mid-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 | 6 Months Ended |
Jun. 30, 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 consolidated financial statements 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. The Company adjusted stockholders' equity to reflect the reverse stock split by reclassifying an amount equal to the par value of the shares eliminated by the split from common stock to additional paid-in capital, resulting in no net impact to stockholders' equity on the consolidated balance sheets. 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. In Process Research and Development In Process Research & Development (“IPR&D”) assets represent capitalized incomplete research projects that were acquired through business combinations. Such assets are initially measured at their acquisition date fair values, and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of research and development efforts associated with the projects. Management periodically re-evaluates whether continuing to characterize the asset as indefinite-lived is appropriate. Since December 31, 2016 and through the first quarter of 2017, the Company had IPR&D assets related to its Staph and Pseudomonas programs of $5.2 million and $5.3 million, respectively. Management assessed the qualitative indicators for impairment and noted no negative operational indicators for its research and development programs. However, as of June 30, 2017, the Company’s market capitalization was approximately $6.7 million, well below the Company’s carrying amount of net assets. As the Company’s shares of common stock are publicly-traded, the market capitalization is an indicator of the fair value which is evaluated against the Company’s net asset values. The significant excess of net asset value over market capitalization as of June 30, 2017 existed following the 1-for-10 reverse stock split completed in April 2017 and the receipt of $10.6 million in gross proceeds from an underwritten public offering in May 2017. In connection with the preparation and review of the Company’s financial statements included in this report, m anagement determined that the IPR&D assets were impaired as of June 30, 2017. Based on the indicators above, the Company assessed the fair value of its IPR&D assets and determined an impairment charge of $5.8 million, off - set by a related income tax benefit of $1.3 million, was necessary in the second quarter of 2017. The impairment was due to an increase in the Company’s discount rate as compared to previous assessments due to the significant difference between the Company’s net assets and its market capitalization. The carrying amount of the Staph and Pseudomonas programs after the impairment charge was $2.8 million and $1.9 million, respectively. The impairment charge was included as a component of operating expense in the consolidated statements of operations for the thr ee and six months ended June 30, 2017. Accounting for Warrant and Preferred Shares Conversion and Dilutive Financing Features Warrants and preferred shares conversion and dilutive financing features are accounted for in accordance with the applicable accounting guidance provided in ASC 815 - Derivatives and Hedging as either derivative liabilities or as equity instruments depending on the specific terms of the agreements. Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations (see Note 4). 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. In July 2017, the FASB issued ASU No. 2017-11, which amends the FASB Accounting Standards Codification. Part I of ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features , changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The guidance is effective for reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company is in the process of evaluating the impact of adopting the guidance on its 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 U.S. GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The Company adopted this ASU as of January 1, 2017 and the adoption did not have an 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 | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments [Abstract] | |
Fair Value of Financial Assets and Liabilities - Derivative Instruments | 4. Fair Value Measurements The guidance regarding fair value measurements prioritizes the inputs used in measuring fair value and establishes a three-tier 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. Liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company has not transferred any liabilities between the classification levels . The Company estimates fair values of derivative liabilities utilizing Level 3 inputs. The Company uses the Monte Carlo and Black-Scholes valuation models 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 liabilities 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. The recurring fair value measurements of the Company’s derivative liabilities at June 30, 2017 and December 31, 2016 consisted of the following: Quoted Prices in Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Items (Level 1) (Level 2) Inputs (Level 3) Total June 30, 2017 Liabilities June 2016 offering warrant liability $ - $ - $ 29,000 $ 29,000 November 2016 offering warrant liability - - 358,000 358,000 Total liabilities $ - $ - $ 387,000 $ 387,000 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 The following table sets forth a summary of changes in the fair value of the Company's derivative liabilities: June 2016 Dilutive November 2016 Offering Financing Offering Total Warrant Derivative Warrant Derivative Liability Liability Liability Liabilities Balance, December 31, 2016 $ 274,000 $ 126,000 $ 2,043,000 $ 2,443,000 Changes in estimated fair value (245,000) (104,000) (1,685,000) (2,034,000) Settlement of liability - (22,000) - (22,000) Balance, June 30, 2017 $ 29,000 $ - $ 358,000 $ 387,000 In connection with an issuance of warrants exercisable for an aggregate of 106,383 shares of common stock in a registered public offering, the Company incurred the June 2016 offering warrant liability (see Note 7). 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: June 30, 2017 December 31, 2016 Volatility 129 % 118 % Expected term (years) 3.93 4.42 Risk-free interest rate 1.71 % 1.80 % Dividend yield 0.00 % 0.00 % Exercise price $22.50 $22.50 Common stock closing price $0.78 $4.40 In connection with an issuance of warrants exercisable for an aggregate of 533,500 shares of common stock in an underwritten public offering, the Company incurred the November 2016 offering warrant liability (see Note 7). 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: June 30, 2017 December 31, 2016 Volatility 115 % 112 % Expected term (years) 4.39 4.89 Risk-free interest rate 1.75 % 1.91 % Dividend yield 0.00 % 0.00 % Exercise price (1) $1.00 $7.50 Common stock closing price $0.78 $4.40 (1) In connection with the Company’s April 2017 1-for-10 reverse stock split, the exercise price of the warrants was adjusted to $1.00 per share pursuant to terms of the warrant agreement. The exercise price of the warrants is subject to further adjustment upon future dilutive issuances of the Company’s common stock including, but not limited to, the potential issuance of 523,210 shares of common stock to the shareholders who are party to the Common Stock Issuance Agreement (see Note 6). If the Company’s shareholders approve such issuance at the 2017 annual meeting of shareholders, the exercise price of the warrants would be reduced to $0.57 per share. Dilutive Financing Derivative Liability The dilutive financing derivative liability was recorded on the accompanying balance sheet on April 8, 2016 in connection with the Company’s entry into a Common Stock Issuance Agreement (“CSIA”) with certain former holders of the Company’s Series B redeemable convertible preferred stock. 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. 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. On June 27, 2017, the Company and the holders entered into an amendment to the CSIA (the “CSIA Amendment”) under which the 28,684 common shares were issued to the holders on June 29, 2017 (see Note 6). This issuance removed the condition which required the dilutive financing to be treated as a derivative liability. Accordingly, the fair value of the shares were marked-to- market through June 29, 2017, at $22,000 , and then reclassified from a liability to equity. The decrease in fair value of $104,000 was recorded as a component of change in fair value of derivative liabilities in the Company’s consolidated statement s of operations for the three and six months ended June 30, 2017. |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic and diluted net loss per common share calculation: Net loss $ (6,461,000) $ (3,851,000) $ (9,707,000) $ (6,963,000) Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock - (2,366,000) - (2,366,000) Accretion of Series B redeemable convertible preferred stock - (133,000) - (1,858,000) Net loss attributable to common stockholders - basic $ (6,461,000) $ (6,350,000) $ (9,707,000) $ (11,187,000) Changes in fair value of November 2016 warrants (1,580,000) - (1,580,000) - Net loss attributable to common stockholders - diluted $ (8,041,000) $ (6,350,000) $ (11,287,000) $ (11,187,000) Weighted average common shares outstanding - basic 5,350,930 874,062 3,514,181 731,206 Net loss per share of common stock - basic $ (1.21) $ (7.26) $ (2.76) $ (15.30) Weighted average common shares outstanding - diluted 5,519,895 876,806 3,652,501 732,578 Net loss per share of common stock - diluted $ (1.46) $ (7.82) $ (3.09) $ (15.96) The $1,580,000 change in fair value of November 2016 warrants for the three and six months ended June 30, 2017 included a gain from the reduction in fair value starting when the warrants were in the money as a result of the exercise price adjustment made in connection with the Company’s 1-for-10 reverse stock split in April 2017 (See Note 4). The following outstanding securities at June 30, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding for the three and six months ended June 30, 2017 and 2016 , as they would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Options 285,276 73,902 285,276 73,902 Warrants 8,442,670 137,964 8,442,670 137,964 Total 8,727,946 211,866 8,727,946 211,866 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 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. 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. Holders of the Series B shares were entitled to receive cumulative, cash dividends at the rate of 10% of the Series B stated value. 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. On April 8, 2016, certain holders of over two-thirds of the Company’s then-outstanding shares of the Series B shares elected to automatically convert all outstanding shares of Series B into shares of common stock in accordance with the Company’s Amended and Restated Articles of Incorporation (the “Conversion”). 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. 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. From December 31, 2015 to April 7, 2016, the Company had accreted $1,858,000 from additional paid-in capital to Series B shares to adjust the redemption value of the Series B. The June 30, 2017 consolidated balance sheet reflects dividends payable of $38,000 to former holders of the Series B, which are classified as current liabilities. Common Stock Issuance Agreement On April 8, 2016, the Company entered into the Common Stock Issuance Agreement (“ CSIA ”) with certain former holders of the Company’s Series B (the “Holders”) pursuant to which the Company agreed to issue a formula-based number of shares of its common stock to the Holders for no additional consideration upon completion of one or more bona fide equity financings in which the Company sells shares of its common stock below a specified price (a “Dilutive Issuance”) in a transaction that occurs prior to the earlier of June 30, 2018 or such time as the Company has raised, following the date of the CSIA, $10.0 million in the aggregate (the “Price Protection Obligations”). In each of June 2016, November 2016 and May 2017, the Company completed offerings of its common stock that constituted Dilutive Issuances under the CSIA. The Company issued 75,020 shares under the Price Protection Obligations subsequent to the June 2016 financing. Due in part to limitations on the number of shares issuable to the Holders under the rules of the NYSE MKT, no additional shares of common stock were issued to the holders in connection with the November 2016 and May 2017 offerings prior to June 2017 as discussed below. On June 27, 2017, the Company and the Holders entered into the CSIA Amendment to, among other things, terminate the Price Protection Obligations. In consideration for the termination for the Price Protection Obligations and a release of claims by the Holders, the Company agreed to (i) issue to the Holders, within five business days of the Amendment, an aggregate of 28,684 shares of its common stock (the “First Issuance”), which, under the rules of the NYSE MKT, was the maximum number of shares the Company was permitted to issue to the Holders pursuant to the CSIA without further shareholder approval, and (ii) issue to the Holders in a subsequent closing an aggregate 523,210 shares of common stock (the “Second Issuance”), subject to obtaining shareholder approval of the Second Issuance at the Company’s 2017 Annual Meeting of Shareholders and the Company’s receipt of a release of claims from the Holders at the time of the Second Issuance. In connection with the Second Issuance, the Company recorded a liability of $408,000 which has been included as a component of accounts payable and accrued expenses in the consolidated balance sheet at June 30, 2017. The liability was valued based on the closing price of the Company’s common stock of $0.78 per share at June 30, 2017 multiplied by the 523,210 shares of common stock to potentially be issued. The related charge of $408,000 was included as a component of general and administrative expense for the three and six months ended June 30, 2017. |
Capital Stock and Warrants
Capital Stock and Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Capital Stock and Warrants [Abstract] | |
Capital Stock and Warrants | 7. Capital Stock and Warrants Registered Public Offering of Common Stock and Warrants On June 3, 2016, the Company completed a registered public offering of 212,766 shares of its common stock and warrants to purchase 106,383 shares of 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 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 has classified the warrants as a liability due to certain net cash settlement provisions in the warrant agreement. The derivative liability for the warrants was marked-to-market at $29,000 as of June 30, 2017, with the decrease in fair value of $245,000 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 six months ended June 30, 2017. Underwritten Public Offering of Common Stock and Warrants 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 originally had an exercise price of $7.50 per share, are exercisable immediately upon issuance and expire five years following the date of issuance. The Company received net proceeds from the offering of approximately $3.3 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In connection with the Company’s April 2017 1-for-10 reverse stock split and a provision in the November 2016 warrants that required reduction of the exercise price following the reverse stock split to the lowest daily volume-weighted average price of the Company’s common stock during the 15 trading days immediately following the reverse stock split, the exercise price of the warrants was adjusted to $1.00 per sha re. The exercise price of the warrants is subject to further adjustment upon future dilutive issuances of the Company’s common stock including, but not limited to, the potential issuance of 523,210 shares of common stock to the shareholders who are party to the CSIA (see Note 6). The Company has classified the warrants as a liability primarily because the warrants are not indexed to the Company’s common stock due to an exercise price adjustment provision and the Company may be required to pay the warrant holders cash under certain circumstances. The derivative liability for the warrants was marked-to-market at $358,000 as of June 30, 2017, with the decrease in fair value of $1,685,000 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 six months ended June 30, 2017. Underwritten Public Offering of Common Stock, Pre-funded Warrants and Warrants 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 of additional shares of common stock, and common warrants to purchase 8,000,000 shares of common stock. The combined price to the public for each share of common stock and accompanying common warrant was $1.50. The combined price to the public for each pre-funded warrant and accompanying common warrant was $1.49 . Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.01 per share and 4,283,434 pre-funded warrants were exercised as of June 30, 2017. 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 from the offering of $9.0 million, after deducting $1.6 million in offering costs including the underwriting discount and commissions, certain internal incentive payments and other offering expenses payable by the Company. The Company evaluated the pre-funded warrants and common warrants issued in the May 2017 offering and determined that the warrants should be classified as equity instruments. Warrants At June 30, 2017, outstanding warrants to purchase shares of common stock, accounted for as equity or liabilities, are as follows: Shares Underlying Outstanding Exercise Expiration Warrants Price Date 30,405 $ 70.00 February 4 to July 15, 2018 8,640 $ 82.50 December 23, 2018 48,841 $ 107.50 March 16, 2020 31,519 $ 40.50 March 31, 2021 8,492 $ 120.00 December 31, 2018 8,492 $ 120.00 March 1, 2019 106,381 $ 22.50 June 3, 2021 533,497 $ 1.00 November 22, 2021 8,000,000 $ 1.50 May 10, 2022 8,776,267 (1) (1) Balance excludes outstanding pre-funded warrants. As of June 30, 2017, there were 199,900 outstanding pre-funded warrants to purchase shares of common stock which were exercised in full in July 2017 for $0.01 per share . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Stock Option Plan In June 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan (the “ 2016 Plan ” ). The 2016 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance-based stock awards. The awards 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 of common stock authorized for future issuance was automatically increased by 82,440 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: Six Months Ended June 30, 2017 2016 Risk-free interest rate 1.27 to 2.27 % 1.46 to 1.63 % Expected volatility 117 to 131 % 113 to 115 % Expected term (years) 2.0 to 9.6 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 73,000 $ 26,000 $ 101,000 $ 52,000 General and administrative 226,000 522,000 369,000 1,312,000 Total stock-based compensation $ 299,000 $ 548,000 $ 470,000 $ 1,364,000 Stock option transactions during the six months ended June 30, 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 239,083 2.29 - Exercised - - - Forfeited/Cancelled (28,697) 89.66 - Balance, June 30, 2017 285,276 $ 9.83 7.20 $ 5,932 Exercisable at June 30, 2017 78,522 $ 20.12 4.96 $ - The intrinsic value of options exercisable as of June 30, 2017 was $ 0 based on the Company’s closing stock price of $0.78 per share and the exercise price of the options. As of June 30, 2017 , there was $0.9 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 June 30, 2017 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 285,276 Employee stock purchase plan 21,016 Available for future grants under the 2016 Plan 36,069 Warrants 8,976,167 Total shares reserved 9,318,528 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 authorized for issuance under the ESPP was automatically increased by 16,488 shares. During the three and six months ended June 30, 2017, there were 4,200 common shares issued under the ESPP. The Company recognized $1,000 and $4,000 in compensation expenses related to the ESPP for the three and six months ended June 30, 2017, respectively. |
Collaborative Agreements
Collaborative Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Collaborative Agreements [Abstract] | |
Collaborative Agreements | 9. Collaborative Agreements In 2013, the Company entered into a Collaboration Agreement and a License Agreement with the University of Leicester (the “Leicester Agreements”). Under the Leicester 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 and licensed related patents, materials and know-how. During the three and six months ended June 30, 2017 , the Company recorded $ 3,000 and $ 79,000 respectively, in research and development expenses related to the agreements. During the three and six months ended June 30, 2016, the Company recorded $43,000 and $86,000 , respectively, in research and development expenses related to the Leicester Agreements. In March 2017, the Company provided the required 180 days’ notice to terminate the Leicester Collaboration Agreement. In June 2017, the Company provided the required 60 days’ notice to terminate the Leicester License Agreement. The termination of the Leicester License Agreement was not material to the Company. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 operations or financial position. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 | 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. The Company adjusted stockholders' equity to reflect the reverse stock split by reclassifying an amount equal to the par value of the shares eliminated by the split from common stock to additional paid-in capital, resulting in no net impact to stockholders' equity on the consolidated balance sheets. |
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. |
In Process Research and Development | In Process Research and Development In Process Research & Development (“IPR&D”) assets represent capitalized incomplete research projects that were acquired through business combinations. Such assets are initially measured at their acquisition date fair values, and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of research and development efforts associated with the projects. Management periodically re-evaluates whether continuing to characterize the asset as indefinite-lived is appropriate. Since December 31, 2016 and through the first quarter of 2017, the Company had IPR&D assets related to its Staph and Pseudomonas programs of $5.2 million and $5.3 million, respectively. Management assessed the qualitative indicators for impairment and noted no negative operational indicators for its research and development programs. However, as of June 30, 2017, the Company’s market capitalization was approximately $6.7 million, well below the Company’s carrying amount of net assets. As the Company’s shares of common stock are publicly-traded, the market capitalization is an indicator of the fair value which is evaluated against the Company’s net asset values. The significant excess of net asset value over market capitalization as of June 30, 2017 existed following the 1-for-10 reverse stock split completed in April 2017 and the receipt of $10.6 million in gross proceeds from an underwritten public offering in May 2017. In connection with the preparation and review of the Company’s financial statements included in this report, m anagement determined that the IPR&D assets were impaired as of June 30, 2017. Based on the indicators above, the Company assessed the fair value of its IPR&D assets and determined an impairment charge of $5.8 million, off - set by a related income tax benefit of $1.3 million, was necessary in the second quarter of 2017. The impairment was due to an increase in the Company’s discount rate as compared to previous assessments due to the significant difference between the Company’s net assets and its market capitalization. The carrying amount of the Staph and Pseudomonas programs after the impairment charge was $2.8 million and $1.9 million, respectively. The impairment charge was included as a component of operating expense in the consolidated statements of operations for the thr ee and six months ended June 30, 2017. |
Accounting for Warrant and Preferred Shares Conversion and Dilutive Financing Features | Accounting for Warrant and Preferred Shares Conversion and Dilutive Financing Features Warrants and preferred shares conversion and dilutive financing features are accounted for in accordance with the applicable accounting guidance provided in ASC 815 - Derivatives and Hedging as either derivative liabilities or as equity instruments depending on the specific terms of the agreements. Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations (see Note 4). |
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. In July 2017, the FASB issued ASU No. 2017-11, which amends the FASB Accounting Standards Codification. Part I of ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features , changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The guidance is effective for reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company is in the process of evaluating the impact of adopting the guidance on its 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 U.S. GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The Company adopted this ASU as of January 1, 2017 and the adoption did not have an 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 Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivatives And Fair Value [Line Items] | |
Financial Liabilities Measured at Fair Value | The recurring fair value measurements of the Company’s derivative liabilities at June 30, 2017 and December 31, 2016 consisted of the following: Quoted Prices in Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Items (Level 1) (Level 2) Inputs (Level 3) Total June 30, 2017 Liabilities June 2016 offering warrant liability $ - $ - $ 29,000 $ 29,000 November 2016 offering warrant liability - - 358,000 358,000 Total liabilities $ - $ - $ 387,000 $ 387,000 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 liabilities: June 2016 Dilutive November 2016 Offering Financing Offering Total Warrant Derivative Warrant Derivative Liability Liability Liability Liabilities Balance, December 31, 2016 $ 274,000 $ 126,000 $ 2,043,000 $ 2,443,000 Changes in estimated fair value (245,000) (104,000) (1,685,000) (2,034,000) Settlement of liability - (22,000) - (22,000) Balance, June 30, 2017 $ 29,000 $ - $ 358,000 $ 387,000 |
November 2016 Warrant Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The assumptions used consisted of the following: June 30, 2017 December 31, 2016 Volatility 115 % 112 % Expected term (years) 4.39 4.89 Risk-free interest rate 1.75 % 1.91 % Dividend yield 0.00 % 0.00 % Exercise price (1) $1.00 $7.50 Common stock closing price $0.78 $4.40 (1) In connection with the Company’s April 2017 1-for-10 reverse stock split, the exercise price of the warrants was adjusted to $1.00 per share pursuant to terms of the warrant agreement. The exercise price of the warrants is subject to further adjustment upon future dilutive issuances of the Company’s common stock including, but not limited to, the potential issuance of 523,210 shares of common stock to the shareholders who are party to the Common Stock Issuance Agreement (see Note 6). If the Company’s shareholders approve such issuance at the 2017 annual meeting of shareholders, the exercise price of the warrants would be reduced to $0.57 per share. |
June 2016 Offering Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Valuation Assumptions Used | The assumptions used consisted of the following: June 30, 2017 December 31, 2016 Volatility 129 % 118 % Expected term (years) 3.93 4.42 Risk-free interest rate 1.71 % 1.80 % Dividend yield 0.00 % 0.00 % Exercise price $22.50 $22.50 Common stock closing price $0.78 $4.40 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic and diluted net loss per common share calculation: Net loss $ (6,461,000) $ (3,851,000) $ (9,707,000) $ (6,963,000) Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock - (2,366,000) - (2,366,000) Accretion of Series B redeemable convertible preferred stock - (133,000) - (1,858,000) Net loss attributable to common stockholders - basic $ (6,461,000) $ (6,350,000) $ (9,707,000) $ (11,187,000) Changes in fair value of November 2016 warrants (1,580,000) - (1,580,000) - Net loss attributable to common stockholders - diluted $ (8,041,000) $ (6,350,000) $ (11,287,000) $ (11,187,000) Weighted average common shares outstanding - basic 5,350,930 874,062 3,514,181 731,206 Net loss per share of common stock - basic $ (1.21) $ (7.26) $ (2.76) $ (15.30) Weighted average common shares outstanding - diluted 5,519,895 876,806 3,652,501 732,578 Net loss per share of common stock - diluted $ (1.46) $ (7.82) $ (3.09) $ (15.96) |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The $1,580,000 change in fair value of November 2016 warrants for the three and six months ended June 30, 2017 included a gain from the reduction in fair value starting when the warrants were in the money as a result of the exercise price adjustment made in connection with the Company’s 1-for-10 reverse stock split in April 2017 (See Note 4). The following outstanding securities at June 30, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding for the three and six months ended June 30, 2017 and 2016 , as they would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Options 285,276 73,902 285,276 73,902 Warrants 8,442,670 137,964 8,442,670 137,964 Total 8,727,946 211,866 8,727,946 211,866 |
Capital Stock and Warrants (Tab
Capital Stock and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Capital Stock and Warrants [Abstract] | |
Summary of Warrant Information | At June 30, 2017, outstanding warrants to purchase shares of common stock, accounted for as equity or liabilities, are as follows: Shares Underlying Outstanding Exercise Expiration Warrants Price Date 30,405 $ 70.00 February 4 to July 15, 2018 8,640 $ 82.50 December 23, 2018 48,841 $ 107.50 March 16, 2020 31,519 $ 40.50 March 31, 2021 8,492 $ 120.00 December 31, 2018 8,492 $ 120.00 March 1, 2019 106,381 $ 22.50 June 3, 2021 533,497 $ 1.00 November 22, 2021 8,000,000 $ 1.50 May 10, 2022 8,776,267 (1) Balance excludes outstanding pre-funded warrants. As of June 30, 2017, there were 199,900 outstanding pre-funded warrants to purchase shares of common stock which were exercised in full in July 2017 for $0.01 per share |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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: Six Months Ended June 30, 2017 2016 Risk-free interest rate 1.27 to 2.27 % 1.46 to 1.63 % Expected volatility 117 to 131 % 113 to 115 % Expected term (years) 2.0 to 9.6 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Research and development $ 73,000 $ 26,000 $ 101,000 $ 52,000 General and administrative 226,000 522,000 369,000 1,312,000 Total stock-based compensation $ 299,000 $ 548,000 $ 470,000 $ 1,364,000 |
Summary of Stock Option Activity | Stock option transactions during the six months ended June 30, 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 239,083 2.29 - Exercised - - - Forfeited/Cancelled (28,697) 89.66 - Balance, June 30, 2017 285,276 $ 9.83 7.20 $ 5,932 Exercisable at June 30, 2017 78,522 $ 20.12 4.96 $ - |
Shares Reserved for Future Issuance | As of June 30, 2017 , the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 285,276 Employee stock purchase plan 21,016 Available for future grants under the 2016 Plan 36,069 Warrants 8,976,167 Total shares reserved 9,318,528 |
Liquidity (Narrative) (Details)
Liquidity (Narrative) (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | $ 8,962,000 | $ 5,711,000 | $ 7,144,000 | $ 9,370,000 | |
Scenario, Forecast [Member] | Australian Taxation Office [Member] | |||||
Expected tax rebate incentive payments | $ 1,800,000 |
Significant Accounting Polici22
Significant Accounting Policies (Details) | Apr. 24, 2017$ / sharesshares | Nov. 22, 2016USD ($) | May 31, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($)$ / 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 | |||||||
Conversion ratio of reverse stock split | 10 | |||||||
Common stock, shares authorized | shares | 67,000,000 | 67,000,000 | 670,000,000 | 67,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Total market capitalization | $ 6,700,000 | |||||||
Increase in APIC and accumulated deficit resulting from newly adopted policy | $ 8,000 | |||||||
Public Offering of Warrants and Common Stock [Member] | ||||||||
Proceeds from equity offerings, gross | $ 4,000,000 | $ 10,600,000 | ||||||
Pseudomonas Program [Member] | ||||||||
Research and development in process | $ 5,300,000 | 1,900,000 | ||||||
Staph Program [Member] | ||||||||
Research and development in process | $ 5,200,000 | 2,800,000 | ||||||
In Process Research and Development [Member] | ||||||||
Impairment of in process research and development | 5,800,000 | |||||||
Income tax expense (benefit) related to IPR&D impairment | $ (1,300,000) |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | Jun. 29, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Apr. 24, 2017 | Apr. 23, 2017 | Nov. 30, 2016 |
Derivatives And Fair Value [Line Items] | |||||||||
Remaining shares authorized for issuance | 67,000,000 | 67,000,000 | 67,000,000 | 67,000,000 | 670,000,000 | ||||
Derivative liability | $ 387,000 | $ 387,000 | $ 2,443,000 | ||||||
Common stock closing price | $ 0.78 | $ 0.78 | $ 4.40 | ||||||
Fair value of shares issued | $ 22,000 | ||||||||
Change in fair value of derivative liabilities | $ 1,920,000 | $ (35,000) | $ 2,034,000 | $ 1,371,000 | |||||
Common Stock Issuance Agreement [Member] | |||||||||
Derivatives And Fair Value [Line Items] | |||||||||
Future shares of common stock approved to be issued per agreement | 28,684 | ||||||||
Common Stock Issuance Agreement Amendment [Member] | |||||||||
Derivatives And Fair Value [Line Items] | |||||||||
Shares issued per agreements | 28,684 | 28,684 | |||||||
Fair value of shares issued | $ 22,000 | ||||||||
Dilutive Financing Derivative Liability [Member] | |||||||||
Derivatives And Fair Value [Line Items] | |||||||||
Derivative liability | 358,000 | $ 358,000 | $ 126,000 | ||||||
Fair value of shares issued | 22,000 | ||||||||
Dilutive Financing Derivative Liability [Member] | Common Stock Issuance Agreement Amendment [Member] | |||||||||
Derivatives And Fair Value [Line Items] | |||||||||
Change in fair value of derivative liabilities | (104,000) | (104,000) | |||||||
November 2016 Warrant Derivative Liability [Member] | |||||||||
Derivatives And Fair Value [Line Items] | |||||||||
Derivative liability | $ 358,000 | $ 358,000 | $ 2,043,000 | ||||||
Common stock closing price | $ 0.78 | $ 0.78 | $ 4.40 | ||||||
Number of securities called by warrants | 533,500 | ||||||||
June 2016 Offering Liability [Member] | |||||||||
Derivatives And Fair Value [Line Items] | |||||||||
Derivative liability | $ 29,000 | $ 29,000 | $ 274,000 | ||||||
Common stock closing price | $ 0.78 | $ 0.78 | $ 4.40 | ||||||
Number of securities called by warrants | 106,383 | 106,383 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value of Financial Liabilities Measured on Recurring Basis) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | $ 387,000 | $ 2,443,000 |
Total liabilities | 387,000 | 2,443,000 |
Dilutive Financing Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 358,000 | 126,000 |
November 2016 Warrant Derivative Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 358,000 | 2,043,000 |
June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liability | 29,000 | 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 | 387,000 | 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 | 358,000 | 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 | 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 | $ 29,000 | $ 274,000 |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value of Derivative Liabilities) (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | $ 2,443,000 |
Changes in estimated fair value | (2,034,000) |
Settlement of liability | (22,000) |
Balance, derivative liability | 387,000 |
Dilutive Financing Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 126,000 |
Changes in estimated fair value | (104,000) |
Settlement of liability | (22,000) |
Balance, derivative liability | 358,000 |
November 2016 Warrant Derivative Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 2,043,000 |
Changes in estimated fair value | (1,685,000) |
Balance, derivative liability | 358,000 |
June 2016 Offering Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 274,000 |
Changes in estimated fair value | (245,000) |
Balance, derivative liability | $ 29,000 |
Fair Value Measurements (Valuat
Fair Value Measurements (Valuation Assumptions for June 2016 Offering Warrants) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Common stock closing price | $ 0.78 | $ 4.40 |
June 2016 Offering Liability [Member] | ||
Fair Value Assumptions and Methodology for Assets and Liabilities [Line Items] | ||
Volatility | 129.00% | 118.00% |
Expected term (years) | 3 years 11 months 4 days | 4 years 5 months 1 day |
Risk-free interest rate | 1.71% | 1.80% |
Dividend yield | 0.00% | 0.00% |
Exercise price | $ 22.50 | $ 22.50 |
Common stock closing price | $ 0.78 | $ 4.40 |
Fair Value Measurements (Valu27
Fair Value Measurements (Valuation Assumptions Used for November 2016 Offering Warrants) (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Jun. 30, 2016 | ||
Common stock closing price | $ 0.78 | $ 4.40 | |||
Common Stock Issuance Agreement [Member] | |||||
Number of shares contingently issuable to Holders per CSIA | 523,210 | 523,210 | |||
Scenario, Forecast [Member] | |||||
Exercise price | $ 0.57 | ||||
November 2016 Warrant Derivative Liability [Member] | |||||
Volatility | 115.00% | 112.00% | |||
Expected term (years) | 4 years 4 months 20 days | 4 years 10 months 21 days | |||
Risk-free interest rate | 1.75% | 1.91% | |||
Dividend yield | 0.00% | 0.00% | |||
Exercise price | [1] | $ 1 | $ 7.50 | ||
Common stock closing price | $ 0.78 | $ 4.40 | |||
[1] | In connection with the Company's April 2017 1-for-10 reverse stock split, the exercise price of the warrants was adjusted to $1.00 per share pursuant to terms of the warrant agreement. The exercise price of the warrants is subject to further adjustment upon future dilutive issuances of the Company's common stock including, but not limited to, the potential issuance of 523,210 shares of common stock to the shareholders who are party to the Common Stock Issuance Agreement (see Note 6). If the Company's shareholders approve such issuance at the 2017 annual meeting of shareholders, the exercise price of the warrants would be reduced to $0.57 per share. |
Net Loss per Common Share (Basi
Net Loss per Common Share (Basic and Diluted Income (Loss) Per Share) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic and diluted net loss per common share calculation: | ||||
Net loss | $ (6,461,000) | $ (3,851,000) | $ (9,707,000) | $ (6,963,000) |
Excess of fair value of consideration transferred on conversion of Series B redeemable convertible preferred stock | (2,366,000) | (2,366,000) | ||
Accretion of Series B redeemable convertible preferred stock | (133,000) | (1,858,000) | ||
Net loss attributable to common stockholders - basic | (6,461,000) | (6,350,000) | (9,707,000) | (11,187,000) |
Net loss attributable to common stockholders - diluted | $ (8,041,000) | $ (6,350,000) | $ (11,287,000) | $ (11,187,000) |
Weighted average number of shares of common stock outstanding - basic | 5,350,930 | 874,062 | 3,514,181 | 731,206 |
Net loss per share of common stock - basic | $ (1.21) | $ (7.26) | $ (2.76) | $ (15.30) |
Weighted average number of shares of common stock outstanding - diluted | 5,519,895 | 876,806 | 3,652,501 | 732,578 |
Net loss per share of common stock - diluted | $ (1.46) | $ (7.82) | $ (3.09) | $ (15.96) |
November 2016 Warrant Derivative Liability [Member] | ||||
Basic and diluted net loss per common share calculation: | ||||
Changes in estimated fair value of warrants | $ (1,580,000) | $ (1,580,000) |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 8,727,946 | 211,866 | 8,727,946 | 211,866 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 285,276 | 73,902 | 285,276 | 73,902 |
Warrant Liability [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 8,442,670 | 137,964 | 8,442,670 | 137,964 |
Redeemable Convertible Prefer30
Redeemable Convertible Preferred Stock (Details) - USD ($) | Jun. 29, 2017 | Apr. 08, 2016 | Jun. 13, 2013 | Apr. 07, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
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 | 150,556 | ||||||
Derivative liability | $ 387,000 | $ 2,443,000 | |||||
Liability fair value adjustment | (2,034,000) | ||||||
Dividends payable | $ 38,000 | ||||||
Common stock closing price | $ 0.78 | $ 4.40 | |||||
Common Stock Issuance Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Future shares of common stock approved to be issued per agreement | 28,684 | ||||||
Number of shares contingently issuable to Holders per CSIA | 523,210 | 523,210 | |||||
Capital raised limit for Price Protection Obligation | $ 10,000,000 | ||||||
Common Stock Issuance Agreement Amendment [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued per agreements | 28,684 | 28,684 | |||||
Price Protection Obligation [Member] | Common Stock Issuance Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Liability associated with Second Issuance | $ 408,000 | ||||||
Shares issued to Holders pursuant to CSIA | 75,020 | ||||||
Dilutive Financing Derivative Liability [Member] | |||||||
Class of Stock [Line Items] | |||||||
Derivative liability | $ 358,000 | $ 126,000 | |||||
Liability fair value adjustment | $ (104,000) | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 9,357,935 | ||||||
Preferred Stock, initial stated value per share | $ 1.40 | ||||||
Preferred Stock, par value per share | $ 0.01 | ||||||
Preferred Stock dividend rate | 10.00% | ||||||
Number of shares converted | 7,527,853 |
Capital Stock and Warrants (Det
Capital Stock and Warrants (Details) | May 10, 2017USD ($)$ / sharesshares | Apr. 24, 2017 | Nov. 22, 2016USD ($)$ / sharesshares | Jun. 03, 2016USD ($)$ / sharesshares | May 31, 2017USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Jun. 30, 2016shares |
Class of Stock [Line Items] | |||||||||
Derivative liability | $ | $ 387,000 | $ 387,000 | $ 2,443,000 | ||||||
Changes in estimated fair value | $ | $ (2,034,000) | ||||||||
Conversion ratio of reverse stock split | 10 | ||||||||
Common Stock Issuance Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares contingently issuable to Holders per CSIA | shares | 523,210 | 523,210 | 523,210 | ||||||
Pre-Funded Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 0.01 | $ 0.01 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | shares | 212,766 | ||||||||
Number of securities called by warrants | shares | 106,383 | ||||||||
Number of shares called by each warrant | shares | 0.50 | ||||||||
Sale of stock, price per share | $ / shares | $ 23.50 | ||||||||
Proceeds from equity offerings, gross | $ | $ 5,000,000 | ||||||||
Exercise price of warrants | $ / shares | $ 22.50 | ||||||||
Expiration term of warrants (in years) | 5 years | ||||||||
Proceeds from issuance of common stock and warrants | $ | $ 4,200,000 | ||||||||
Derivative liability | $ | $ 29,000 | $ 29,000 | |||||||
Changes in estimated fair value | $ | (245,000) | ||||||||
Public Offering of Warrants and Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | shares | 2,584,085 | 533,500 | |||||||
Number of securities called by warrants | shares | 533,500 | ||||||||
Number of shares called by each warrant | shares | 1 | ||||||||
Sale of stock, price per share | $ / shares | $ 7.50 | ||||||||
Proceeds from equity offerings, gross | $ | $ 4,000,000 | $ 10,600,000 | |||||||
Exercise price of warrants | $ / shares | $ 7.50 | ||||||||
Expiration term of warrants (in years) | 5 years | ||||||||
Proceeds from issuance of common stock and warrants | $ | $ 9,000,000 | $ 3,300,000 | |||||||
Derivative liability | $ | $ 358,000 | 358,000 | |||||||
Offering costs | $ | $ 1,600,000 | ||||||||
Changes in estimated fair value | $ | $ (1,685,000) | ||||||||
Public Offering of Warrants and Common Stock [Member] | Pre-Funded Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of securities called by warrants | shares | 4,483,334 | ||||||||
Number of shares called by each warrant | shares | 1 | ||||||||
Sale of stock, price per share | $ / shares | $ 1.49 | ||||||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||||||
Warrants exercised during period | shares | 4,283,434 | ||||||||
Public Offering of Warrants and Common Stock [Member] | Common Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of securities called by warrants | shares | 8,000,000 | ||||||||
Sale of stock, price per share | $ / shares | $ 1.50 | ||||||||
Exercise price of warrants | $ / shares | $ 1.50 | ||||||||
Expiration term of warrants (in years) | 5 years |
Capital Stock and Warrants (Sum
Capital Stock and Warrants (Summary of Warrants Outstanding) (Details) | 6 Months Ended | |
Jun. 30, 2017$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 8,976,167 | |
Pre-Funded Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 199,900 | |
Exercise Price | $ / shares | $ 0.01 | |
Exercise Price 70.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 30,405 | |
Exercise Price | $ / shares | $ 70 | |
Exercise Price 82.50 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 8,640 | |
Exercise Price | $ / shares | $ 82.50 | |
Warrant Expiration Date | Dec. 23, 2018 | |
Exercise Price 107.50 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 48,841 | |
Exercise Price | $ / shares | $ 107.50 | |
Warrant Expiration Date | Mar. 16, 2020 | |
Exercise Price 40.50 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 31,519 | |
Exercise Price | $ / shares | $ 40.50 | |
Warrant Expiration Date | Mar. 31, 2021 | |
Exercise Price 120.00 I [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 8,492 | |
Exercise Price | $ / shares | $ 120 | |
Warrant Expiration Date | Dec. 31, 2018 | |
Exercise Price 120.00 II [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 8,492 | |
Exercise Price | $ / shares | $ 120 | |
Warrant Expiration Date | Mar. 1, 2019 | |
Exercise Price 22.50 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 106,381 | |
Exercise Price | $ / shares | $ 22.50 | |
Warrant Expiration Date | Jun. 3, 2021 | |
Exercise Price 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 533,497 | |
Exercise Price | $ / shares | $ 1 | |
Warrant Expiration Date | Nov. 22, 2021 | |
Exercise Price 1.50 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 8,000,000 | |
Exercise Price | $ / shares | $ 1.50 | |
Warrant Expiration Date | May 10, 2022 | |
Excluding Pre-Funded Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Balance at June 30, 2017 | 8,776,267 | [1] |
Minimum [Member] | Exercise Price 70.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant Expiration Date | Feb. 4, 2018 | |
Maximum [Member] | Exercise Price 70.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant Expiration Date | Jul. 15, 2018 | |
[1] | Balance excludes outstanding pre-funded warrants. As of June 30, 2017, there were 199,900 outstanding pre-funded warrants to purchase shares of common stock which were exercised in full in July 2017 for $0.01 per share. |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jan. 01, 2017 | |
Intrinsic value of options exercisable | $ 0 | $ 0 | ||
Common stock closing price | $ 0.78 | $ 0.78 | $ 4.40 | |
Unrecognized share based compensation expense for nonvested options | $ 900,000 | $ 900,000 | ||
Weighted average recognition period for unrecognized compensatione expense related to unvested stock options | 2 years 6 months | |||
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 | 4,200 | 4,200 | ||
Compensation costs related to ESPP | $ 1,000 | $ 4,000 | ||
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] | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Expected term (years) | 6 years | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.27% | 1.46% |
Volatility | 117.00% | 113.00% |
Expected term (years) | 2 years | |
Maximum [Member] | ||
Risk-free interest rate | 2.27% | 1.63% |
Volatility | 131.00% | 115.00% |
Expected term (years) | 9 years 7 months 6 days |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 299,000 | $ 548,000 | $ 470,000 | $ 1,364,000 |
Research and development expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 73,000 | 26,000 | 101,000 | 52,000 |
General and administrative expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 226,000 | $ 522,000 | $ 369,000 | $ 1,312,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Stock-Based Compensation [Abstract] | ||
Shares, Balance at December 31, 2016 | 74,890 | |
Shares, Granted | 239,083 | |
Shares, Exercises | ||
Shares, Forfeited | (28,697) | |
Shares, Balance at June 30, 2017 | 285,276 | 74,890 |
Shares, Exercisable at June 30, 2017 | 78,522 | |
Weighted Average Exercise Price, Outstanding at December 31, 2016 | $ 64.50 | |
Weighted Average Exercise Price, Granted | 2.29 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | 89.66 | |
Weighted Average Exercise Price, Outstanding at June 30, 2017 | 9.83 | $ 64.50 |
Weighted Average Exercise Price, Exercisable at June 30, 2017 | $ 20.12 | |
Average Remaining Contractual Term (Years), Outstanding at December 31, 2016 | 8 years 7 months 24 days | |
Average Remaining Contractual Term (Years), Outstanding at June 30, 2017 | 7 years 2 months 12 days | |
Average Remaining Contractual Term (Years), Exercisable at June 30, 2017 | 4 years 11 months 15 days | |
Intrinsic Value, Outstanding at June 30, 2017 | $ 5,932 | |
Intrinsic Value, Exercisable at June 30, 2017 | $ 0 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Jun. 30, 2017 | Dec. 31, 2016 |
Stock options outstanding | 285,276 | 74,890 |
Employee stock purchase plan | 21,016 | |
Warrants | 8,976,167 | |
Total shares reserved | 9,318,528 | |
Equity Incentive Plan 2016 [Member] | ||
Available for future grants under the 2016 Plan | 36,069 |
Collaborative Agreements (Narra
Collaborative Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Research and development expenses | $ 1,130,000 | $ 1,241,000 | $ 2,620,000 | $ 3,221,000 |
University Of Leicester [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Research and development expenses | $ 3,000 | $ 43,000 | $ 79,000 | $ 86,000 |