Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | AmpliPhi Biosciences Corp | |
Entity Central Index Key | 0000921114 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | APHB | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 33,469,008 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 5,535,000 | $ 8,157,000 |
Prepaid expenses and other current assets | 407,000 | 251,000 |
Total current assets | 5,942,000 | 8,408,000 |
Property and equipment, net | 420,000 | 503,000 |
In-process research and development | 2,731,000 | 2,731,000 |
Acquired patents, net | 238,000 | 245,000 |
Right-of-use asset | 286,000 | |
Total assets | 9,617,000 | 11,887,000 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,757,000 | 1,220,000 |
Accrued compensation | 1,834,000 | 1,352,000 |
Total current liabilities | 3,591,000 | 2,572,000 |
Derivative liabilities | 33,000 | 22,000 |
Deferred tax liability | 819,000 | 819,000 |
Other long-term liabilities | 213,000 | |
Total liabilities | 4,656,000 | 3,413,000 |
Stockholders' equity | ||
Common stock, $0.01 par value; 67,000,000 shares authorized at September 30, 2018 and December 31, 2017; 16,468,308 and 9,498,928 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 328,000 | 323,000 |
Additional paid-in capital | 414,566,000 | 414,467,000 |
Accumulated deficit | (409,933,000) | (406,316,000) |
Total stockholders' equity | 4,961,000 | 8,474,000 |
Total liabilities and stockholders' equity | $ 9,617,000 | $ 11,887,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 217,000,000 | 217,000,000 |
Common stock, shares issued | 32,774,690 | 32,294,008 |
Common stock, shares outstanding | 32,774,690 | 32,294,008 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses | ||
Research and development | $ 1,494,000 | $ 1,464,000 |
General and administrative | 2,112,000 | 1,591,000 |
Total operating expenses | 3,606,000 | 3,055,000 |
Loss from operations | (3,606,000) | (3,055,000) |
Other income (expense) | ||
Change in fair value of derivative liabilities | (11,000) | (79,000) |
Total other income (expense), net | (11,000) | (79,000) |
Net loss | $ (3,617,000) | $ (3,134,000) |
Per share information: | ||
Net loss per share, basic and diluted | $ (0.11) | $ (0.24) |
Weighted average shares outstanding, basic and diluted | 32,390,144 | 13,298,159 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balances at Dec. 31, 2017 | $ 95,000 | $ 401,842,000 | $ (394,206,000) | |
Balances (in shares) at Dec. 31, 2017 | 9,498,928 | |||
Common stock issued in registered public financings, net of offering costs (value) | $ 67,000 | 6,119,000 | ||
Common stock issued in registered public financings, net of offering costs (in shares) | 6,743,640 | |||
Warrants exercised | $ 2,000 | 196,000 | ||
Warrants exercised (in shares) | 217,400 | |||
Common stock issued under the employee stock purchase plan (value) | 2,000 | |||
Common stock issued under the employee stock purchase plan (shares) | 4,496 | |||
Warrant derivative liability reclassified to equity due to exercise of warrants | 184,000 | |||
Stock-based compensation | 122,000 | |||
Net loss | (3,134,000) | $ (3,134,000) | ||
Balances at Mar. 31, 2018 | $ 164,000 | 408,465,000 | (397,340,000) | |
Balances (in shares) at Mar. 31, 2018 | 16,464,464 | |||
Balances at Dec. 31, 2018 | $ 323,000 | 414,467,000 | (406,316,000) | 8,474,000 |
Balances (in shares) at Dec. 31, 2018 | 32,294,008 | |||
Warrants exercised | $ 5,000 | |||
Warrants exercised (in shares) | 480,682 | |||
Stock-based compensation | 99,000 | |||
Net loss | (3,617,000) | (3,617,000) | ||
Balances at Mar. 31, 2019 | $ 328,000 | $ 414,566,000 | $ (409,933,000) | $ 4,961,000 |
Balances (in shares) at Mar. 31, 2019 | 32,774,690 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net loss | $ (3,617,000) | $ (3,134,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | 11,000 | 79,000 |
Stock-based compensation | 99,000 | 122,000 |
Depreciation | 100,000 | 89,000 |
Amortization of patents | 8,000 | 8,000 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 453,000 | (61,000) |
Accrued compensation | 482,000 | (355,000) |
Prepaid expenses and other current assets | (156,000) | (284,000) |
Net cash used in operating activities | (2,620,000) | (3,536,000) |
Investing activities: | ||
Purchases of property and equipment | (7,000) | |
Net cash used in investing activities | (7,000) | |
Financing activities: | ||
Proceeds from sale of common stock, net of offering costs | 6,409,000 | |
Proceeds from exercises of warrants | 5,000 | 198,000 |
Proceeds from stock issuance under employee stock purchase plan | 3,000 | |
Net cash provided by financing activities | 5,000 | 6,610,000 |
Net increase (decrease) in cash and cash equivalents | (2,622,000) | 3,074,000 |
Cash and cash equivalents, beginning of period | 8,157,000 | |
Cash and cash equivalents, end of period | $ 5,535,000 | 8,206,000 |
Supplemental schedule of non-cash financing activities: | ||
Offering costs included in accounts payable | $ 223,000 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2019 | |
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. As discussed in more detail in Note 9, Merger with C3J Therapeutics, Inc., in January 2019, the Company announced that it entered into a merger agreement with C3J Therapeutics, Inc. (“C3J”), a private clinical stage biotechnology company focused on the development of novel targeted antimicrobials in an all-stock transaction, subject to shareholder approval. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019, the Company had cash and cash equivalents of $5.5 million. 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-2019. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 , 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 , other than the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU), or ASU 2016-02, Leases (Topic 842) that is detailed below . 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, 2018 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. 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. Research and Development Expenses Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, salaries, costs of outside collaborators and outside services, allocated facility, occupancy and utility expenses, which are partially offset by the benefit of tax incentive payments for qualified research and development expenditures from the Australian tax authority (“AU Tax Rebates”). The Company does not record AU Tax Rebates until payment is received due to the uncertainty of receipt. Leases We lease all of our research, manufacturing and office space and have entered into various other agreements in conducting our business. At inception, we determine whether an agreement represents a lease and at commencement we evaluate each lease agreement to determine whether the lease is an operating or financing lease. As described under “Recently Adopted Accounting Standards”, we adopted the ASU 2016-02 as of January 1, 2019. Pursuant to ASU 2016-02, all of our leases outstanding on January 1, 2019 continued to be classified as operating leases. With the adoption of the ASU, we recorded an operating lease right-of-use asset and an operating lease liability on our balance sheet. Right-of-use lease assets represent our right to use the underlying asset for the lease term and the lease liability represents our commitment to make the lease payments in accordance with the lease agreement. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, we have used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes lease incentives, if any. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line bases over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as common area costs are expensed as incurred. For all lease agreements, we combine lease and non-lease components, if any. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Warrants Warrants 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 warrants. 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 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 August 2018, the FASB issued ASU 2018-13 , Fair Value Measurement (Topic 820) . The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This new guidance will be effective for the company as of January 1, 2020. The Company plans to adopt this ASU as of January 1, 2020 and does not anticipate the adoption will have a material impact on its consolidated financial position or results of operations. Recently Adopted Accounting Standards In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which amends the FASB Accounting Standards Codification in order to simplify the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. The guidance mandates the modified retrospective approach and is effective for annual and interim reporting periods beginning after December 31, 2018, with early adoption permitted. The Company elected to early adopt this ASU as of June 30, 2018 and the adoption did not have an impact on the Company’s consolidated financial statements. In February 2016, 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 Company has elected to adopt ASU 2016-02 retrospectively at January 1, 2019 using a simplified transition option that allows companies to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings or accumulated deficit. We have also elected to adopt the package of practical expedients permitted in ASC Topic 842. Accordingly, we are continuing to account for our existing operating leases as operating leases under the new guidance, without reassessing whether the agreements contain a lease under ASC 842. All of our leases at the adoption date were operating leases for facilities and did not include any non-lease components. As a result of the adoption of ASU 2016-02, on January 1, 2019 we recognized (i) a lease liability of approximately $310,000, which represents the present value of our remaining lease payments using an estimated incremental borrowing rate of 9%, and (ii) a right-of-use asset of approximately $310,000. There was no cumulative-effect adjustment to accumulated deficit. Lease expense is not expected to change materially as a result of the adoption of ASU 2016-02 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 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. The Company estimates the fair values of derivative liabilities utilizing Level 3 inputs. No derivative liabilities have been transferred between the classification levels. Estimating the 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 March 31, 2019 and December 31, 2018 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 March 31, 2019 Liabilities June 2016 offering warrant liability $ - $ - $ 1,000 $ 1,000 November 2016 offering warrant liability - - 32,000 32,000 Total liabilities $ - $ - $ 33,000 $ 33,000 December 31, 2018 Liabilities June 2016 offering warrant liability $ - $ - $ 1,000 $ 1,000 November 2016 offering warrant liability - - 21,000 21,000 Total liabilities $ - $ - $ 22,000 $ 22,000 The following table sets forth a summary of changes in the fair value of the Company's derivative liabilities: June 2016 November 2016 Offering Offering Total Warrant Warrant Derivative Liability Liability Liabilities Balance, December 31, 2018 $ 1,000 $ 21,000 $ 22,000 Changes in estimated fair value - 11,000 11,000 Exercised warrants - - - Balance, March 31, 2019 $ 1,000 $ 32,000 $ 33,000 The Company estimates the fair value of the June 2016 and November 2016 offering warrant liabilities at each reporting date using the Black-Scholes valuation model. Inputs used in this valuation model include the Company’s stock price volatility, risk-free interest rates and expected term of the warrants. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2019 | |
Net Loss per Share [Abstract] | |
Net Loss per Share | 5. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended March 31, 2019 2018 Basic and diluted net loss per share calculation: Net loss, basic $ (3,617,000) $ (3,134,000) Change in fair value of warrants - - Net loss, diluted (3,617,000) (3,134,000) Weighted average shares outstanding, basic 32,390,144 13,298,159 Net loss per share, basic $ (0.11) $ (0.24) Weighted average shares outstanding, diluted 32,390,144 13,298,159 Net loss per share, diluted $ (0.11) $ (0.24) The following outstanding securities at March 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 201 9 and 2018, as they would have been anti-dilutive: Three Months Ended March 31, 2019 2018 Options 863,892 1,116,043 Warrants 26,480,505 8,304,032 Total 27,344,397 9,420,075 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Underwritten Public Offering of Common Stock, Pre-funded Warrants and Warrants On October 16, 2018 the Company completed an underwritten public offering and sold 14,875,000 shares of its common stock and 2,125,000 pre-funded warrants to purchase common stock, and common warrants to purchase 17,500,000 shares of common stock (the “October 2018 Financing”). The combined price to the public for each share of common stock and accompanying common warrant was $0.40. The combined price to the public for each pre-funded warrant and accompanying common warrant was $0.39. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.01 per share. The common warrants are exercisable at a price of $0.40 per share of common stock and will expire five years from the date of issuance. The Company received net proceeds from the offering of approximately $5.8 million, after deducting the underwriting discount and commissions and other offering expenses payable by the Company. The Company evaluated the pre-funded warrants and common warrants issued in the October 2018 offering and determined that the warrants should be classified as equity instruments. Registered Offerings of Common Stock On January 12, 2018, the Company completed a registered public offering of 4,000,000 shares of its common stock at an offering price of $1.00 per share, for aggregate gross proceeds of $4.0 million. The Company received net proceeds from the offering of approximately $3.4 million, after deducting placement agent fees and other offering expenses payable by the Company. On March 22, 2018, the Company completed a registered direct offering of 2,743,640 shares of its common stock at an offering price of $1.10 per share, for aggregate gross proceeds of $3.0 million. The Company received net proceeds from the offering of approximately $2.8 million, after deducting placement agent fees and other offering expenses payable by the Company. Warrants At March 31, 2019 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 41,872 $ 107.50 March 16, 2020 31,519 $ 40.50 March 31, 2021 106,381 $ 22.50 June 3, 2021 168,498 $ 0.32 (1) November 22, 2021 7,920,933 $ 1.50 May 10, 2022 17,500,000 $ 0.40 October 16, 2023 694,318 (2) $ 0.01 October 16, 2023 16,984 $ 120.00 None 26,480,505 (1) The exercise price of the warrants was reduced from $0.57 to $0.32 per share in connection with the October 2018 Financing. The exercise price of the warrants is subject to further adjustment upon future dilutive issuances of the Company’s common stock and stock combination events as defined in an exercise price adjustment provision in the warrant agreements. (2) In connection with the October 2018 Financing, the Company issued pre-funded warrants to purchase a total of 2,125,000 shares of the Company’s common stock for $0.01 per share, of which 1,430,682 shares were exercised as of March 31, 2019 and warrants to purchase 694,318 shares of the Company’s common stock remained outstanding as of March 31, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 7. 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. 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, 2019, the number of shares of common stock authorized for future issuance was increased by 1,614,700 shares. Share-based Compensation The Company estimates the fair value of stock options with performance and service conditions using the Black-Scholes valuation model. Compensation expense related to stock options granted is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the requisite service period. The table below summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented: Three Months Ended March 31, 2019 2018 Research and development $ 28,000 $ 37,000 General and administrative 71,000 85,000 Total stock-based compensation $ 99,000 $ 122,000 Stock option transactions during the three months ended March 31, 2019 are presented below: Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2018 1,150,065 $ 3.08 8.03 $ - Granted - - Forfeited/Cancelled (286,173) 0.95 Outstanding at March 31, 2019 863,892 $ 3.79 7.54 $ - Vested and expected to vest at March 31, 2019 863,892 $ 3.79 7.54 $ - Exercisable at March 31, 2019 502,392 $ 5.11 6.83 $ - The aggregate intrinsic value of options at March 31, 2019 is based on the Company’s closing stock price on that date of $0.30 per share. As of March 31 , 2019, there was $0.4 million of total unrecognized compensation expense related to unvested stock options, which the Company expects to recognize over the weighted average remaining period of 1.88 years. Shares Reserved For Future Issuance As of March 31 , 2019, the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 863,892 Employee stock purchase plan 76,472 Available for future grants under the 2016 Plan 2,347,099 Warrants outstanding 26,480,505 Total shares reserved 29,767,968 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies From time to time, the Company 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 the Company to costly legal expenses and, while management generally believes that there is adequate insurance to cover many different types of liabilities, the Company’s insurance carriers may deny coverage or 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 the consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. As of March 31, 2019, t he Company was 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. |
Merger with C3J Therapeutics, I
Merger with C3J Therapeutics, Inc. | 3 Months Ended |
Mar. 31, 2019 | |
Merger with C3J Therapeutics, Inc. [Abstract] | |
Merger with C3J Therapeutics, Inc. | 9. Merger with C3J Therapeutics, Inc. On January 3, 2019 the Company and C3J Therapeutics, Inc. (“C3J”), a private clinical stage biotechnology company focused on the development of novel targeted antimicrobials, entered into an Agreement and Plan of Merger and Reorganization, which included the proposed business combination (“Merger”) of C3J and Ceres Merger Sub, Inc., a wholly owned subsidiary of AmpliPhi, with C3J as the surviving company, subject to shareholder approval. At the effective time of the Merger, the Company anticipates that each share of C3J common stock outstanding immediately prior to the effective time of the Merger will be converted into the right to receive approximately 0.6892 shares of AmpliPhi common stock, subject to an adjustment to account for a reverse split of AmpliPhi common stock at a reverse split ratio of between 1-for-3 and 1-for-20 , inclusive, to be determined by AmpliPhi’s board of directors and to be implemented prior to the consummation of the Merger. Immediately following the Merger, the former C3J security holders will own approximately 70% of the aggregate number of shares of AmpliPhi common stock and the security holders of AmpliPhi as of immediately prior to the Merger will own approximately 30% of the aggregate number of shares of AmpliPhi common stock on a fully diluted basis. On February 5, 2019, certain existing C3J shareholders executed a Share Purchase Agreement with the Company pursuant to which the shareholders agreed, subject to the satisfaction of customary closing conditions, to purchase $10.0 million in common stock of the combined company upon the closing of the Merger at a price per share equal to (i) $40.0 million, divided by (ii) the total number of shares of the Company’s common stock outstanding on a fully diluted, as-converted basis, assuming the conversion, exercise or settlement of all outstanding options, warrants and restricted stock units as of immediately after the effective time of the Merger, but excluding (A) any shares of common stock issuable pursuant to the Share Purchase Agreement and (B) any shares of the common stock reserved for issuance under any equity incentive plan, stock option plan or similar arrangement but for which awards have not yet been granted as of the effective time of the Merger and (C) any shares of common stock issuable in connection with out-of-the-money options and out-of-the-money warrants. Based on the Company’s and C3J’s respective current capitalizations, the Company expects the purchase price per share to be approximately $0.36 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Between April 15 and April 25, 2019, three putative class action lawsuits (captioned Midgarden v. AmpliPhi Biosciences Corp., et al. , No. 19-cv-0684 (S.D. Cal. filed Apr. 15, 2019); Henning v. AmpliPhi Biosciences Corp., et al. , No. 19-cv-0728 (S.D. Cal. filed Apr. 19, 2019); and Plumley v. AmpliPhi Biosciences Corp., et al. , No. 19-cv-0617 (W.D. Wash. filed Apr. 25, 2019)) were filed in federal court against the Company and its board of directors related to the Merger. The lawsuits assert violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder against all defendants, and assert violations of Section 20(a) of the Securities Exchange Act of 1934 as to the individual defendants. The plaintiffs contend that the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 4, 2019, omitted or misrepresented material information regarding the Merger. The complaints seek injunctive relief, rescission, or rescissory damages and an award of plaintiffs’ costs, including attorneys’ fees and expenses. On May 1, 2019, the Company amended its Definitive Proxy Statement on Schedule 14A to provide additional disclosure to its shareholders. The Company has not established any reserve for any potential liability relating to these lawsuits as an amount is not estimable. While the Company has directors and officers insurance, there is no assurance that the coverage will be sufficient. An adverse outcome to any of the foregoing proceedings could, individually or in the aggregate, have a material adverse effect on the Company’s consolidated results of operations or financial position. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 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. |
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. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, salaries, costs of outside collaborators and outside services, allocated facility, occupancy and utility expenses, which are partially offset by the benefit of tax incentive payments for qualified research and development expenditures from the Australian tax authority (“AU Tax Rebates”). The Company does not record AU Tax Rebates until payment is received due to the uncertainty of receipt. |
Warrants | Leases We lease all of our research, manufacturing and office space and have entered into various other agreements in conducting our business. At inception, we determine whether an agreement represents a lease and at commencement we evaluate each lease agreement to determine whether the lease is an operating or financing lease. As described under “Recently Adopted Accounting Standards”, we adopted the ASU 2016-02 as of January 1, 2019. Pursuant to ASU 2016-02, all of our leases outstanding on January 1, 2019 continued to be classified as operating leases. With the adoption of the ASU, we recorded an operating lease right-of-use asset and an operating lease liability on our balance sheet. Right-of-use lease assets represent our right to use the underlying asset for the lease term and the lease liability represents our commitment to make the lease payments in accordance with the lease agreement. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, we have used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes lease incentives, if any. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line bases over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as common area costs are expensed as incurred. For all lease agreements, we combine lease and non-lease components, if any. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Warrants Warrants 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 warrants. 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 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 August 2018, the FASB issued ASU 2018-13 , Fair Value Measurement (Topic 820) . The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This new guidance will be effective for the company as of January 1, 2020. The Company plans to adopt this ASU as of January 1, 2020 and does not anticipate the adoption will have a material impact on its consolidated financial position or results of operations. Recently Adopted Accounting Standards In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which amends the FASB Accounting Standards Codification in order to simplify the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. The guidance mandates the modified retrospective approach and is effective for annual and interim reporting periods beginning after December 31, 2018, with early adoption permitted. The Company elected to early adopt this ASU as of June 30, 2018 and the adoption did not have an impact on the Company’s consolidated financial statements. In February 2016, 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 Company has elected to adopt ASU 2016-02 retrospectively at January 1, 2019 using a simplified transition option that allows companies to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings or accumulated deficit. We have also elected to adopt the package of practical expedients permitted in ASC Topic 842. Accordingly, we are continuing to account for our existing operating leases as operating leases under the new guidance, without reassessing whether the agreements contain a lease under ASC 842. All of our leases at the adoption date were operating leases for facilities and did not include any non-lease components. As a result of the adoption of ASU 2016-02, on January 1, 2019 we recognized (i) a lease liability of approximately $310,000, which represents the present value of our remaining lease payments using an estimated incremental borrowing rate of 9%, and (ii) a right-of-use asset of approximately $310,000. There was no cumulative-effect adjustment to accumulated deficit. Lease expense is not expected to change materially as a result of the adoption of ASU 2016-02 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements [Abstract] | |
Liabilities Measured at Fair Value | The recurring fair value measurements of the Company’s derivative liabilities at March 31, 2019 and December 31, 2018 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 March 31, 2019 Liabilities June 2016 offering warrant liability $ - $ - $ 1,000 $ 1,000 November 2016 offering warrant liability - - 32,000 32,000 Total liabilities $ - $ - $ 33,000 $ 33,000 December 31, 2018 Liabilities June 2016 offering warrant liability $ - $ - $ 1,000 $ 1,000 November 2016 offering warrant liability - - 21,000 21,000 Total liabilities $ - $ - $ 22,000 $ 22,000 |
Changes in Fair Value of Derivative Liabilities | The following table sets forth a summary of changes in the fair value of the Company's derivative liabilities: June 2016 November 2016 Offering Offering Total Warrant Warrant Derivative Liability Liability Liabilities Balance, December 31, 2018 $ 1,000 $ 21,000 $ 22,000 Changes in estimated fair value - 11,000 11,000 Exercised warrants - - - Balance, March 31, 2019 $ 1,000 $ 32,000 $ 33,000 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Net Loss per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended March 31, 2019 2018 Basic and diluted net loss per share calculation: Net loss, basic $ (3,617,000) $ (3,134,000) Change in fair value of warrants - - Net loss, diluted (3,617,000) (3,134,000) Weighted average shares outstanding, basic 32,390,144 13,298,159 Net loss per share, basic $ (0.11) $ (0.24) Weighted average shares outstanding, diluted 32,390,144 13,298,159 Net loss per share, diluted $ (0.11) $ (0.24) |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities at March 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 201 9 and 2018, as they would have been anti-dilutive: Three Months Ended March 31, 2019 2018 Options 863,892 1,116,043 Warrants 26,480,505 8,304,032 Total 27,344,397 9,420,075 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity [Abstract] | |
Summary of Warrant Information | At March 31, 2019 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 41,872 $ 107.50 March 16, 2020 31,519 $ 40.50 March 31, 2021 106,381 $ 22.50 June 3, 2021 168,498 $ 0.32 (1) November 22, 2021 7,920,933 $ 1.50 May 10, 2022 17,500,000 $ 0.40 October 16, 2023 694,318 (2) $ 0.01 October 16, 2023 16,984 $ 120.00 None 26,480,505 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation [Abstract] | |
Allocation of Stock-Based Compensation Expenses | The table below summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented: Three Months Ended March 31, 2019 2018 Research and development $ 28,000 $ 37,000 General and administrative 71,000 85,000 Total stock-based compensation $ 99,000 $ 122,000 |
Summary of Stock Option Activity | Stock option transactions during the three months ended March 31, 2019 are presented below: Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2018 1,150,065 $ 3.08 8.03 $ - Granted - - Forfeited/Cancelled (286,173) 0.95 Outstanding at March 31, 2019 863,892 $ 3.79 7.54 $ - Vested and expected to vest at March 31, 2019 863,892 $ 3.79 7.54 $ - Exercisable at March 31, 2019 502,392 $ 5.11 6.83 $ - |
Shares Reserved for Future Issuance | As of March 31 , 2019, the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 863,892 Employee stock purchase plan 76,472 Available for future grants under the 2016 Plan 2,347,099 Warrants outstanding 26,480,505 Total shares reserved 29,767,968 |
Liquidity (Narrative) (Details)
Liquidity (Narrative) (Details) - USD ($) | Mar. 22, 2018 | Jan. 12, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2016 |
Liquidity [Abstract] | ||||||
Cash and cash equivalents | $ 5,535,000 | $ 8,157,000 | $ 8,206,000 | $ 5,132,000 | ||
Proceeds from equity offerings, gross | $ 3,000,000 | $ 4,000,000 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value of Financial Liabilities Measured on Recurring Basis) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | $ 33,000 | $ 22,000 |
June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | 1,000 | 1,000 |
November 2016 Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | 32,000 | 21,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 1 [Member] | June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 1 [Member] | November 2016 Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | November 2016 Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | 33,000 | 22,000 |
Fair Value, Inputs, Level 3 [Member] | June 2016 Offering Liability [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | 1,000 | 1,000 |
Fair Value, Inputs, Level 3 [Member] | November 2016 Warrants [Member] | ||
Schedule Of Derivative Liabilities At Fair Value [Line Items] | ||
Derivative liabilities | $ 32,000 | $ 21,000 |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value of Derivative Liabilities) (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | $ 22,000 |
Changes in estimated fair value | 11,000 |
Balance, derivative liability | 33,000 |
June 2016 Offering Liability [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 1,000 |
Balance, derivative liability | 1,000 |
November 2016 Warrants [Member] | |
Derivatives And Fair Value [Line Items] | |
Balance, derivative liability | 21,000 |
Changes in estimated fair value | 11,000 |
Balance, derivative liability | $ 32,000 |
Net Loss per Common Share (Basi
Net Loss per Common Share (Basic and Diluted Income (Loss) Per Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic and diluted net loss per common share calculation: | ||
Net loss, basic | $ (3,617,000) | $ (3,134,000) |
Net loss, diluted | $ (3,617,000) | $ (3,134,000) |
Weighted average shares outstanding, basic | 32,390,144 | 13,298,159 |
Net loss per share, basic | $ (0.11) | $ (0.24) |
Weighted average shares outstanding, diluted | 32,390,144 | 13,298,159 |
Net loss per share, diluted | $ (0.11) | $ (0.24) |
Net Loss per Common Share (Anti
Net Loss per Common Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 27,344,397 | 9,420,075 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 863,892 | 1,116,043 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 26,480,505 | 8,304,032 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 22, 2018 | Jan. 12, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Stockholders' Equity [Abstract] | ||||
Sale of stock, number of shares issued in transaction | 2,743,640 | 4,000,000 | ||
Sale of stock, price per share | $ 1.10 | $ 1 | ||
Net proceeds from issuance of common stock and warrants | $ 2,800,000 | $ 3,400,000 | ||
Proceeds from equity offerings, gross | $ 3,000,000 | $ 4,000,000 | ||
Proceeds from exercises of warrants | $ 5,000 | $ 198,000 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Warrants Outstanding) (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 26,480,505 |
Exercise Price 107.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 41,872 |
Exercise Price | $ / shares | $ 107.50 |
Exercise Price 40.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 31,519 |
Exercise Price | $ / shares | $ 40.50 |
Warrant Expiration Date | Mar. 31, 2021 |
Exercise Price 22.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 106,381 |
Exercise Price | $ / shares | $ 22.50 |
Warrant Expiration Date | Jun. 3, 2021 |
Exercise Price 0.32 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 168,498 |
Exercise Price | $ / shares | $ 0.32 |
Warrant Expiration Date | Nov. 22, 2021 |
Exercise Price 1.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 7,920,933 |
Exercise Price | $ / shares | $ 1.50 |
Warrant Expiration Date | May 10, 2022 |
Exercise Price 0.40 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 17,500,000 |
Exercise Price | $ / shares | $ 0.40 |
Warrant Expiration Date | Oct. 16, 2023 |
Exercise Price 0.01 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 694,318 |
Exercise Price | $ / shares | $ 0.01 |
Warrant Expiration Date | Oct. 16, 2023 |
Exercise Price 120.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | 16,984 |
Exercise Price | $ / shares | $ 120 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2018 | |
Stock Option [Member] | ||
Common stock closing price | $ 0.30 | |
Unrecognized compensation cost related to unvested options | $ 0.4 | |
Weighted-average remaining period for recognition of compensation costs related to unvested options | 1 year 10 months 17 days | |
Equity Incentive Plan 2016 [Member] | ||
Expiration period of share-based payment award | 10 years | |
Vesting period of share-based compensation award | 4 years | |
Increase in shares reserved for future issuance | 1,614,700 |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 99,000 | $ 122,000 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 28,000 | 37,000 |
General and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 71,000 | $ 85,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Stock-Based Compensation [Abstract] | ||
Shares, Balance at December 31, 2017 | 1,150,065 | |
Shares, Granted | ||
Shares, Forfeited | (286,173) | |
Shares, Balance at September 30, 2018 | 863,892 | 1,150,065 |
Shares, Vested or expected to vest at September 30, 2018 | 863,892 | |
Shares, Exercisable at September 30, 2018 | 502,392 | |
Weighted Average Exercise Price, Outstanding at December 31, 2017 | $ 3.08 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Forfeited | 0.95 | |
Weighted Average Exercise Price, Outstanding at September 30, 2018 | 3.79 | $ 3.08 |
Weighted Average Exercise Price, Vested or expected to vest at September 30, 2018 | 3.79 | |
Weighted Average Exercise Price, Exercisable at September 30, 2018 | $ 5.11 | |
Average Remaining Contractual Term (Years), Outstanding at December 31, 2017 | 8 years 11 days | |
Average Remaining Contractual Term (Years), Outstanding at September 30, 2018 | 7 years 6 months 15 days | |
Average Remaining Contractual Term (Years), Vested or expected to vest at September 30, 2018 | 7 years 6 months 15 days | |
Average Remaining Contractual Term (Years), Exercisable at September 30, 2018 | 6 years 9 months 29 days | |
Intrinsic Value, Exercisable at September 30, 2018 | $ 0 |
Stock-Based Compensation (Share
Stock-Based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Stock options outstanding | 863,892 | 1,150,065 |
Employee stock purchase plan | 76,472 | |
Warrants | 26,480,505 | |
Total shares reserved | 29,767,968 | |
Equity Incentive Plan 2016 [Member] | ||
Available for future grants under the 2016 Plan | 2,347,099 |
Merger with C3J Therapeutics (D
Merger with C3J Therapeutics (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 03, 2019 | Feb. 05, 2019 |
C3J [Member] | ||
Subsequent Event [Line Items] | ||
Anticipated purchase of common shares upon completion of merger | $ 10 | |
Agreement and Plan of Merger and Reorganization [Member] | C3J [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued per common stock outstanding | 0.6892 | |
Percentage of ownership | 70.00% | |
Numerator for determination of per share price of Share Purchase Agreement | $ 40 | |
Agreement and Plan of Merger and Reorganization [Member] | Ampliphi Biosciences Corp [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of ownership | 30.00% | |
Agreement and Plan of Merger and Reorganization [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Reverse stock split ratio | 0.33 | |
Agreement and Plan of Merger and Reorganization [Member] | Maximum [Member] | C3J [Member] | ||
Subsequent Event [Line Items] | ||
Reverse stock split ratio | 0.05 | |
Scenario, Plan [Member] | Agreement and Plan of Merger and Reorganization [Member] | ||
Subsequent Event [Line Items] | ||
Expected price per share of combined entity | $ 0.36 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 22, 2018 | Jan. 12, 2018 |
Subsequent Events [Abstract] | ||
Sale of stock, number of shares issued in transaction | 2,743,640 | 4,000,000 |
Sale of stock, price per share | $ 1.10 | $ 1 |
Proceeds from equity offerings, gross | $ 3 | $ 4 |