Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | HEMISPHERX BIOPHARMA INC | ||
Entity Central Index Key | 946,644 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 29,348,045 | ||
Entity Common Stock, Shares Outstanding | 26,186,997 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,408 | $ 2,115 |
Marketable securities- unrestricted | 3,460 | 6,795 |
Assets held for sale | 764 | |
Work-In-Process inventory | 1,326 | |
Prepaid expenses and other current assets | 309 | 335 |
Total current assets | 6,941 | 10,571 |
Property and equipment, net | 9,514 | 11,237 |
Patent and trademark rights, net | 872 | 862 |
Other assets | 1,546 | 134 |
Total assets | 18,873 | 22,804 |
Current liabilities: | ||
Accounts payable | 887 | 1,213 |
Accrued expenses | 1,548 | 1,219 |
Current portion of capital lease | 1 | |
Total current liabilities | 2,435 | 2,433 |
Redeemable warrants | 940 | |
Commitments and contingencies (Notes 9,11,12,14 and 15) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, authorized 5,000,000; issued and outstanding; none | ||
Common stock, par value $0.001 per share, authorized 350,000,000 shares; issued and outstanding 24,202,921 and 20,629,957, respectively | 24 | 21 |
Additional paid-in capital | 315,980 | 313,446 |
Other comprehensive loss | (5) | (97) |
Accumulated deficit | (300,501) | (292,999) |
Total stockholders' equity | 15,498 | 20,371 |
Total liabilities and stockholders' equity | $ 18,873 | $ 22,804 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 24,202,921 | 20,629,957 |
Common stock, shares outstanding | 24,202,921 | 20,629,957 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Clinical treatment programs | $ 92 | $ 133 | $ 197 |
Total Revenues | 92 | 133 | 197 |
Costs and Expenses: | |||
Production costs | 1,108 | 1,598 | 1,251 |
Research and development | 5,107 | 8,038 | 8,988 |
General and administrative | 7,681 | 7,147 | 9,057 |
Total Costs and Expenses | 13,896 | 16,783 | 19,296 |
Operating loss | (13,804) | (16,650) | (19,099) |
Interest and other income | 129 | 364 | 665 |
Impairment loss on investments | (315) | (145) | |
Interest expense | (3) | (11) | |
Litigation settlement net insurance proceeds | 1,626 | ||
Gain from sale of income tax operating losses | 2,870 | 1,374 | 1,126 |
Redeemable warrants valuation adjustment | 1,677 | 14 | |
Net loss | (7,502) | (15,230) | (17,450) |
Other Comprehensive Income (Loss) | |||
Unrealized gain (loss) on securities | 35 | (252) | (191) |
Reclassification adjustments for realized loss on sales of short-term marketable securities and for impairment losses on investments included in net loss | 57 | 315 | 145 |
Net comprehensive loss | $ (7,410) | $ (15,167) | $ (17,496) |
Basic and diluted loss per share | $ (0.34) | $ (0.77) | $ (1.11) |
Weighted average shares outstanding basic and diluted | 21,818,206 | 19,679,315 | 15,690,998 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 14 | $ 289,717 | $ (114) | $ (260,319) | $ 29,298 |
Balance, shares at Dec. 31, 2013 | 14,055,031 | ||||
Settlement of accounts payable | 59 | 59 | |||
Settlement of accounts payable, shares | 19,086 | ||||
Shares sold at the market | $ 3 | 12,814 | 12,817 | ||
Shares sold at the market, shares | 2,926,285 | ||||
Equity-based compensation | 326 | 326 | |||
Net comprehensive loss | (46) | (17,450) | (17,496) | ||
Balance at Dec. 31, 2014 | $ 17 | 302,916 | (160) | (277,769) | 25,004 |
Balance, shares at Dec. 31, 2014 | 17,000,402 | ||||
Settlement of accounts payable | 672 | 672 | |||
Settlement of accounts payable, shares | 213,232 | ||||
Shares sold at the market | $ 4 | 9,677 | 9,681 | ||
Shares sold at the market, shares | 3,416,323 | ||||
Equity-based compensation | 181 | 181 | |||
Net comprehensive loss | 63 | (15,230) | (15,167) | ||
Balance at Dec. 31, 2015 | $ 21 | 313,446 | (97) | (292,999) | 20,371 |
Balance, shares at Dec. 31, 2015 | 20,629,957 | ||||
Shares sold at the market | 174 | 174 | |||
Shares sold at the market, shares | 114,394 | ||||
Equity-based compensation | 410 | 410 | |||
Equity-based compensation, shares | 46,357 | ||||
Common stock issuance | $ 3 | 4,517 | 4,520 | ||
Common stock issuance, shares | 3,333,334 | ||||
Other issuances | 50 | 50 | |||
Other issuances, shares | 78,879 | ||||
Redeemable warrants | (2,617) | (2,617) | |||
Net comprehensive loss | 92 | (7,502) | (7,410) | ||
Balance at Dec. 31, 2016 | $ 24 | $ 315,980 | $ (5) | $ (300,501) | $ 15,498 |
Balance, shares at Dec. 31, 2016 | 24,202,921 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (7,502) | $ (15,230) | $ (17,450) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of property and equipment | 1,119 | 941 | 665 |
Amortization and abandonment of patent and trademark rights | 184 | 249 | 477 |
Redeemable warrants valuation adjustment | (1,677) | (14) | |
Equity-based compensation | 410 | 181 | 326 |
Other-than-temporary impairment of marketable securities | 315 | 145 | |
Realized gain (loss) on securities | 57 | 63 | (46) |
Changes in assets and liabilities: | |||
Inventories | (1,326) | ||
Prepaid expenses and other assets | 26 | 64 | (41) |
Accounts payable | (326) | (196) | (869) |
Accrued expenses | 329 | (1,114) | 1,105 |
Net cash used in operating activities | (7,380) | (16,053) | (13,964) |
Cash flows from investing activities: | |||
Purchases of property, equipment and construction in progress | (160) | (240) | (504) |
Additions to patent and trademark rights | (294) | (250) | (258) |
Sales and maturities of short-term and long-term marketable securities | 3,370 | 6,842 | 3,294 |
Net cash provided by investing activities | 2,916 | 6,352 | 2,532 |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of issuance costs | 4,744 | 9,681 | 12,817 |
Deposits on capital leases refunded | 14 | 2 | |
Payments on capital leases | (1) | (21) | (34) |
Net cash provided by financing activities | 4,757 | 9,660 | 12,785 |
Net (decrease) increase in cash and cash equivalents | 293 | (41) | 1,353 |
Cash and cash equivalents at beginning of year | 2,115 | 2,156 | 803 |
Cash and cash equivalents at end of year | 2,408 | 2,115 | 2,156 |
Supplemental disclosures of non-cash investing and financing cash flow information: | |||
Issuance of common stock for accounts payable and accrued expenses | 672 | 59 | |
Unrealized gain (loss) on marketable securities | 92 | 63 | (46) |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest expense | $ 3 | $ 11 |
Business
Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | (1) Business Hemispherx Biopharma, Inc. (“Company”) is a specialty pharmaceutical company headquartered in Philadelphia, Pennsylvania and engaged in the clinical development of new drug therapies based on natural immune system enhancing technologies for the treatment of viral and immune based disorders. The Company was founded in the early 1970s doing contract research for the National Institutes of Health. Since that time, the Company has established a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of natural interferon and nucleic acids to enhance the natural antiviral defense system of the human body and to aid the development of therapeutic products for the treatment of certain chronic diseases. The Company’s flagship products include Alferon N Injection® and the experimental therapeutic Ampligen®. Alferon N Injection® is approved for a category of STD infection, and Ampligen® represents an experimental RNA being developed for globally important viral diseases and disorders of the immune system. Hemispherx’ platform technology includes components for potential treatment of various severely debilitating and life threatening diseases. Alferon® LDO (Low Dose Oral) is a formulation under development targeting influenza. The Company has incurred numerous years of substantial operating losses as it pursued its clinical and pre-clinical development activities and appropriate regulatory approval processes before any such products can be sold and marketed. As of December 31, 2016, our accumulated deficit was approximately $300,501,000. The Company has not yet generated significant revenues from our products and may incur substantial losses in the future. The Company evaluated these conditions and events that may raise substantial doubt about the Company's ability to continue as a going concern; however, the Company believes that it has alleviated the substantial doubt by implementing certain actions. During 2016, the Company reexamined its fundamental priorities in terms of direction, corporate culture and its ability to fund operations. As a result, there were significant changes at the Company including the Company restructuring its executive management team, initiating the pursuit of international sales of clinical grade materials, and implementing a cost saving program which assisted the Company in gained efficiencies and eliminated redundancies within its workforce. In addition, the Company is in the process of selling an underutilized building adjacent to its New Jersey manufacturing facility site and exploring the possibility of mortgaging its facility or selling it if the Company can obtain a long term lease back on the facility on acceptable terms. Also, the Company is committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed to commercialize the many potential therapeutic aspects of our experimental drugs and our approved drug Alferon N. Lastly, the Company plans to access the public equity markets to raise further capital. The consolidated financial statements include the financial statements of Hemispherx Biopharma, Inc. and its wholly-owned subsidiaries. The Company has two domestic subsidiaries BioPro Corp. and BioAegean Corp., all of which are incorporated in Delaware and are dormant. The Company’s foreign subsidiary, Hemispherx Biopharma Europe N.V./S.A., was established in Belgium in 1998. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2) Summary of Significant Accounting Policies (a) Cash and Cash Equivalents Cash and Cash Equivalents consist of cash and money market accounts and total $2,408,000 and $2,115,000 at December 31, 2016 and 2015, respectively. (b) Marketable Securities The Company’s securities are classified as available for sale and are stated at fair value. Unrealized gains and losses on securities available for sale are excluded from results of operations and are reported as other comprehensive income (loss) on the Statements of Comprehensive Loss, net of taxes. Securities classified as available for sale include securities that may be sold in response to changes in interest rates, changes in prepayment risks or for portfolio management purposes. The cost of securities sold is determined on a specific identification basis. Gains and losses on sales of securities are recognized in the statements of comprehensive loss on the date of sale. (c) Property and Equipment (in thousands) December 31, 2016 2014 Land, buildings and improvements $ 10,530 $ 11,603 Furniture, fixtures, and equipment 5,630 5,490 Leasehold improvements - 85 Total property and equipment 16,160 17,178 Less: accumulated depreciation and amortization (6,646 ) (5,941 ) Property and equipment, net $ 9,514 $ 11,237 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three to thirty-nine years. The Company also reclassified an underutilized building as an asset held for resale totaling $764,000 adjacent to its New Jersey manufacturing facility site that it is in the process of selling. (d) Patent and Trademark Rights Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. (e) Revenue Revenue from the sale of Ampligen® under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the treatment is provided to the patient. Revenues from the sale of Alferon N Injection® are recognized when the product is shipped and title is transferred to the customer. The Company has no other obligation associated with its products once shipment has been shipped to the customer. (f) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 Uncertainty in Income Taxes. There has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. (g) Comprehensive loss Comprehensive loss consists of net loss, net unrealized gains (losses) on securities and is presented in the consolidated statements of comprehensive loss. (h) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates include valuation allowances for inventory, determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants and contingency accruals. (i) Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In August 2014, the FASB issued ASU 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 In January 2016, the (“FASB”) has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases, In August 2016, the FASB issued ASU 2016-15 - In 2016, the FASB also issued Accounting Standards Updates (“ASU”) 2016-03 through 2016-20 and in 2017 the FASB issued 2017-01 through 2017-07 These updates did not have a significant impact on the financial statements. (j) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. (k) Accounts Receivable Concentration of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process. The Company does not require collateral on its receivables. The Company did not have any receivables as of December 31, 2016 and 2015. (l) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of stock options and warrants related to 4,032,851, 1,316,204 and 1,457,245 shares, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2016, 2015 and 2014, respectively, since their effect is antidilutive. (m) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in its use of the assets. The Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective judgments regarding the remaining useful lives of assets. When the Company determines that the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | (3) Inventories The Company uses the lower of first-in, first-out (“FIFO”) cost or market method of accounting for inventory. Inventories consist of the following: (in thousands) 2016 2015 Inventory Work-In-Process, January 1 $ 1,326 $ — Production — 1,443 Transfer to other assets (1,326 ) — Spoilage — (117 ) Inventory Work-In-Process, December 31 $ — $ 1,326 Commercial sales of Alferon® will not resume until new batches of commercial filled and finished product are produced and released by the FDA. The Company is continuing the validation of Alferon® production and production of new Alferon® API inventory commenced in February 2015. While the facility is approved by the FDA under the Biological License Application (“BLA”) for Alferon®, this status will need to be reaffirmed by an FDA pre-approval inspection. The Company will also need the FDA’s approval to release commercial product once it has submitted satisfactory stability and quality release data. Due to the Company extending the timeline of Alferon® production to an excess of one year, the Company reclassed Alferon® Work-In-Process inventory to other assets within the Company’s balance sheet as of December 31, 2016. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | (4) Marketable Securities Marketable securities consist of Mutual Funds. For the twelve months ended December 31, 2016 and 2015, it was determined that some of the Marketable Securities had other than temporary impairments of approximately $0 and $315,000, respectively. At December 31, 2016 and 2015, all securities were classified as available for sale investments and were measured as Level 1 instruments of the fair value measurements standard (see Note 17: Fair Value). Securities classified as available for sale consisted of: December 31, 2016 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — Totals $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — December 31, 2015 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 6,892 $ — $ (97 ) $ 6,795 $ 6,795 $ — Totals $ 6,892 $ — $ (97 ) $ 6,795 $ 6,795 $ — Unrealized losses on investments Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows: December 31, 2016 (in thousands) Total Less Than 12 Months 12 Months or Greater Totals Securities Number In Loss Position Fair Values Unrealized Losses Fair Values Unrealized Losses Total Fair Value Total Unrealized Losses Mutual Funds 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) Totals 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) December 31, 2015 (in thousands) Total Less Than 12 Months 12 Months or Greater Totals Securities Number In Loss Position Fair Values Unrealized Losses Fair Values Unrealized Losses Total Fair Value Total Unrealized Losses Mutual Funds 2 $ 2,834 $ (159 ) $ 2,041 $ (21 ) $ 4,875 $ (180 ) Totals 2 $ 2,834 $ (159 ) $ 2,041 $ (21 ) $ 4,875 $ (180 |
Patents, Trademark Rights and O
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) | (5) Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) During the years ended December 31, 2016, 2015 and 2014, the Company decided not to pursue certain patents in various countries for strategic reasons and recorded abandonment charges of $134,000, $215,000 and $446,000, respectively, which are included in research and development. Amortization expense was $50,000, $34,000 and $31,000 in 2016, 2015 and 2014, respectively. The total cost of the patents was $1,065,000 and $1,005,000 as of December 31, 2016 and 2015, respectively. The accumulated amortization as of December 31, 2016 and 2015 is $193,000 and $143,000, respectively. For the year ended December 31, 2016 and 2015, additions to patents costs were $294,000 and $250,000, respectively. Amortization of patents and trademarks for each of the next five years is as follows: 2017 - $50,000; 2018 - $50,000; 2019 - $50,000; 2020 - $50,000 and 2021 - $50,000. No amortization expense is recognized related to patents that are pending. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (6) Accrued Expenses Accrued expenses at December 31, 2016 and 2015 consists of the following: (in thousands) December 31, 2016 2015 Compensation $ 297 $ 229 Professional fees 604 619 Clinical Trial expenses 158 143 Other Expenses 489 228 $ 1,548 $ 1,219 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | (7) Stockholders’ Equity (a) Preferred Stock The Company is authorized to issue 5,000,000 shares of $0.01 par value preferred stock with such designations, rights and preferences as may be determined by the Board of Directors. There were no Preferred Shares issued and outstanding at December 31, 2016 and 2015. (b) Common Stock The Company’s stockholders approved an amendment to the Company’s corporate Charter at the Annual Shareholder Meeting held in Philadelphia, PA that concluded on December 8, 2011. This amendment increased the Company’s authorized shares from 200,000,000 to 350,000,000 with specific limitations and restrictions on the usage of 75,000,000 of the 150,000,000 newly authorized shares. On September 16, 2015, the Company’s stockholders removed the limitations and restrictions on 5,583,000 shares. The Company’s stockholders approved up to an additional 5,000,000 shares for use in capital raising transactions and 583,000 shares for use in the Equity Plan of 2009. On August 29, 2016, the company affected a 12 to 1 reverse stock split on the outstanding shares, in order to become compliant with the NYSE regulations. This did affect the number of authorized shares. As of December 31, 2016 and 2015, 24,202,921 and 20,629,957 shares were outstanding, respectively, which reflect the 12 to 1 reverse stock split. (c) Equity Financings On July 23, 2012, the Company entered into an equity distribution agreement with Maxim (the “EDA”) pursuant to which we may sell up to $75,000,000 worth of our shares of common stock from time to time through Maxim, as sales agent. Under the EDA, Maxim is entitled to a fixed commission rate of 4.0% of the gross sales price of Shares sold under the EDA, up to aggregate gross proceeds of $10,000,000, and thereafter, at a fixed commission rate of 3.0% of the gross sales price of Shares sold under the EDA. Sales of the Shares, if any, may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the NYSE MKT, at market prices or as otherwise agreed with Maxim. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the EDA or terminate the EDA. Up until August 4, 2015, the shares were being sold pursuant to the Company’s Universal Shelf Registration Statement on Form S-3, declared effective by the Securities and Exchange Commission on July 2, 2012. Since August 4, 2015, the shares are being sold pursuant to the Company’s Universal Shelf Registration Statement on Form S-3, declared effective by the Securities and Exchange Commission on August 4, 2015 (the “2015 Universal Shelf”). On August 4, 2015, the Company and Maxim Group LLC amended their July 23, 2012 EDA solely for the purpose of adding the registrant’s new registration statement on Form S-3 (File No 333-205228) to the definition of “registration statement” as the old registration statement expired. On August 5, 2015, the Company filed an updated Prospectus Supplement to reflect that sales under the EDA are now being conducted pursuant to the 2015 Universal Shelf. In addition, On September 16, 2015, the Company’s stockholders removed the limitations and restrictions on 67,000,000 shares. The Company’s stockholders approved up to an additional 60,000,000 shares for use in capital raising transactions and 7,000,000 shares for use in the Equity Plan of 2009. Through December 15, 2015, the Company sold an aggregate of shares that resulted in net cash proceeds of approximately $45,930,000 after commissions paid to Maxim for approximately $1,524,000. On December 15, 2015, the Company filed a Prospectus Supplement reducing all offerings pursuant to its existing equity distribution agreement with Maxim Group LLC to $0. On December 15, 2015, the Company entered into an Equity Distribution Agreement with Chardan Capital Markets, LLC (the “Chardan Agreement”) to create an at-the-market equity program under which it may sell shares of its common stock (the “Shares”) from time to time through Chardan Capital Markets, LLC, as sales agent (“Chardan”). Under the Chardan Agreement, Chardan will be entitled to a commission at a fixed commission rate of 3.0% of the gross sales price of Shares sold under the Chardan Agreement. Effective August 26, 2016, the Company halted all future offers and sales of its common stock under the Chardan Agreement and reduced the amount of potential future offers and sales under the Chardan Agreement to $0.00. Between December 15, 2015, the date of the Chardan Agreement, and August 26, 2016, the Company sold an aggregate of 114,394 shares of common stock pursuant to the Chardan Agreement for aggregate net proceeds of approximately $174,000. On September 6, 2016, the Company entered into Securities Purchase Agreements with certain investors for the sale by the Company of 3,333,334 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.50 per share and sold warrants to purchase 2,500,000 shares of Common Stock (the “Warrants”) for aggregate net proceeds of $4,520,000. Subject to certain ownership limitations, the Warrants are initially exercisable six-month after issuance at an exercise price equal to $2.00 per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five years from the initial exercise date. The Company received net proceeds from the foregoing transaction (the “Offering”) of approximately $4,520,000 after deducting certain fees due to the placement agent and the Company’s transaction expenses. The net proceeds received by the Company from the Offering will be used for preparation for technology transfer opportunities, expenses related to Ampligen® manufacturing, working capital and general corporate purposes. The Common Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2015 and subsequently declared effective on August 4, 2015 (File No. 333-205228) (the “Registration Statement”), and the base prospectus dated as of August 4, 2015 contained therein. The Company filed a prospectus supplement with the SEC on September 1, 2016 in connection with the sale of the Common Shares. Pursuant to an engagement agreement dated July 26, 2016, the Company engaged Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Wainwright”), to act as its exclusive placement agent in connection with the Offering. Pursuant to the engagement agreement, the Company paid Wainwright an aggregate fee equal to 7% of the gross proceeds received by the Company from the sale of the securities in the Offering and granted to Wainwright or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions (the “Wainwright Warrants”) amounting to 166,667 warrants. The Wainwright Warrants have substantially the same terms as the Warrants, except that the Wainwright Warrants will expire on September 1, 2021 and have an exercise price equal to $1.875 per share of Common Stock. The Wainwright Warrants and the shares issuable upon exercise of the Wainwright Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. The Wainwright Warrants, upon issuance, were recorded at a fair value of approximately $164,000. The Company also paid Wainwright placement agent fees of $70,000 plus a management fee equal to 1.0% of the gross proceeds raised in the Offering. (d) Common Stock Options and Warrants (i) Stock Options The Equity Plan of 2004, effective May 1, 2004, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 8,000,000 shares of common stock was reserved for potential issuance pursuant to awards under the Equity Plan of 2004. The Equity Plan of 2004 continued in effect for a period of 10 years from its effective date. The plan terminated on May 1, 2014. The Equity Incentive Plan of 2007, effective June 20, 2007, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 750,000 shares of common stock is reserved for potential issuance pursuant to awards under the Equity Incentive Plan of 2007. Unless sooner terminated, the Equity Incentive Plan of 2007 will continue in effect for a period of 10 years from its effective date. The Equity Incentive Plan of 2009, effective June 24, 2009, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 1,250,000 shares of common stock is reserved for potential issuance pursuant to awards under the Equity Incentive Plan of 2009. In September 2015, the Company’s shareholders approved the following amendments to the 2009 Plan: (1) increased the number of shares authorized to be issued under the Equity Incentive Plan from 1,250,000 to 1,833,333; (2) required a gradual vesting period of options issued under the Equity Incentive Plan over a three year period; (3) revised the definition of “change in control” to make it less “liberal” by amending the provision that a change in control occurs upon stockholder approval of a merger, consolidation or sale or disposition by the Company of all or substantially all of its assets (a “Business Combination”) to state that such a change in control occurs upon the consummation of the Business Combination; and (4) clarified that the definition of change in control has a double trigger. For a Participant to get the benefit resulting from a change in control, such Participant must have been terminated other than for cause within a two-year period. Unless sooner terminated, the Equity Incentive Plan of 2009 will continue in effect for a period of 10 years from its effective date. The Equity Plan of 2004 and the Equity Incentive Plans of 2007 and 2009 are administered by the Board of Directors. The Plans provide for awards to be made to such Officers, other key employees, non-employee Directors, consultants and advisors of the Company and its subsidiaries as the Board may select. Stock options awarded under the Plans may be exercisable at such times (not later than 10 years after the date of grant) and at such exercise prices (not less than fair market value at the date of grant) as the Board may determine. The Board may provide for options to become immediately exercisable upon a “change in control”, which is defined in the Plans to occur upon any of the following events: (a) the acquisition by any person or group, as beneficial owner, of 20% or more of the outstanding shares or the voting power of the outstanding securities of the Company; (b) either a majority of the Directors of the Company at the annual stockholders meeting has been nominated other than by or at the direction of the incumbent Directors of the Board, or the incumbent Directors cease to constitute a majority of the Company’s Board; (c) the Company’s stockholders approve a merger or other business combination pursuant to which the outstanding common stock of the Company no longer represents more than 50% of the combined entity after the transaction; (d) the Company’s stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (e) any other event or circumstance determined by the Company’s Board to affect control of the Company and designated by resolution of the Board as a change in control. The fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option and equity warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the options and equity warrants was estimated based on historical option and equity warrant holders’ behavior and represents the period of time that options and equity warrants are expected to be outstanding. The fair values of the options and equity warrants granted, were estimated based on the following weighted average assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 0.71%-1.23% 1.32%-1.72% 1.66%-1.72% Expected dividend yield 0 0 0 Expected life 2.5-5 years 2.5-5 years 5 years Expected volatility 85.18%-94.81% 83.840%-85.220% 84.497%-92.631% Weighted average grant date fair value for options and equity warrants issued $0.99 per option/warrant for 281,250 options/equity warrants $1.80 per option for 68,750 options $2.16 per option/warrant for 109,524 options/equity warrants For stock options or equity warrants granted to employees and non-employees, the Company measures fair value of the equity instruments utilizing the Black-Scholes-Merton pricing method. The Company amortizes such cost over the related period of service. The exercise price of all stock options and equity warrants granted was equal to or greater than the fair market value of the underlying common stock on the date of the grant. Information regarding the options approved by the Board of Directors under Equity Plan of 2004 is summarized below: 2014 2015 2016 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 540,078 15.60-72.00 $ 32.16 488,719 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 Granted — — — — — — — — — Forfeited (51,359 ) 22.80-41.28 $ 30.96 (100,493 ) 19.56-34.44 $ 23.40 (104,698 ) 25.32-46.32 $ 38.08 Exercised — — — — — — — — — Outstanding, end of year 488,719 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 Exercisable, end of year 488,719 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 Weighted average remaining contractual life (years) 1-4 years 1-3 years 1-2 years Available for future grants — — — Information regarding the options approved by the Board of Directors under Equity Plan of 2007 is summarized below: 2014 2015 2016 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Granted — — — — — — — — — Forfeited — — — — — — — — — Exercised — — — — — — — — — Outstanding, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Exercisable, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Weighted average remaining contractual life (years) 4-6 years 3-5 years 2-4 years Available for future grants 250 250 250 Information regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below: 2014 2015 2016 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 559,081 2.52-48.36 7.32 639,438 2.52-48.36 6.60 651,628 2.52-48.36 $ 5.52 Granted 109,524 3.96-31.20 4.80 66,667 3.00 3.00 247,917 1.56-48.36 $ 1.59 Forfeited (29,167 ) 3.72-33.72 17.40 (54,477 ) 3.00-48.36 20.88 (204,483 ) 1.56-22.80 $ 3.53 Exercised — — — — — — — — — Outstanding, end of year 639,438 2.52-48.36 6.60 651,628 2.52-48.36 5.52 695,061 1.56-48.36 $ 4.70 Exercisable, end of year 577,445 2.52-48.36 6.60 623,850 2.52-48.36 5.52 578,047 1.56-48.36 $ 5.32 Weighted average remaining contractual life (years) 5-10 years 4-10 years 3-10 years Available for future grants 123,962 695,106 532,920 Stock option activity during the years ended December 31, 2014, 2015 and 2016 is as follows: Stock option activity for employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 884,290 $ 20.76 4.92 — Granted 105,357 11.64 — Forfeited (48,990 ) 21.36 — — Outstanding December 31, 2014 940,657 $ 19.68 4.61 — Granted 66,667 3.00 — — Forfeited (113,553 ) 15.72 — — Outstanding December 31, 2015 893,771 $ 18.96 4.02 — Granted 185,417 1.58 — — Forfeited (242,932 ) 13.06 — — Outstanding December 31, 2016 836,256 $ 16.82 4.47 — Vested and expected to vest at December 31, 2016 836,256 $ 16.82 $ 4.47 — Exercisable at December 31, 2016 745,630 $ 17.39 3.03 — The weighted-average grant-date fair value of employee options granted during the year 2016 was $189,000 for 185,417 options at $0.99 per option, during the year 2015 was $121,000 for 66,667 options at $1.80 per option, and during the year 2014 was $230,000 for 105,357 options at $2.16 per option. Unvested stock option activity for employees: Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 43,750 $ 3.48 8.38 — Granted 105,357 11.64 — — Vested (89,891 ) 4.56 — — Forfeited — — — — Outstanding December 31, 2014 59,216 $ 16.56 8.76 — Granted 66,667 3.00 — — Vested (98,106 ) 11.04 — — Forfeited — — — — Outstanding December 31, 2015 27,777 $ 3.48 7.82 — Granted 185,417 1.58 — — Vested (122,569 ) 1.72 — — Forfeited — — — — Outstanding December 31, 2016 90,625 $ 1.72 9.33 — The weighted-average grant-date fair value of employee unvested stock options granted during the year 2016 was $92,000 for 185,417 option at $0.50 per option, during the year 2015 was $51,000 for 66,667 options at $0.76 per option, and during the year 2014 was $230,000 for 105,357 options at $2.16 per option. Stock option activity for non-employees during the year: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 344,036 $ 17.76 5.01 — Granted 4,167 31.20 — — Exercised — — — — Forfeited (31,536 ) 33.36 — — Outstanding December 31, 2014 316,667 $ 16.32 4.75 — Granted — — — — Exercised — — — — Forfeited (41,417 ) 22.32 — — Outstanding December 31, 2015 275,250 $ 15.48 4.31 — Granted 62,500 1.64 — — Exercised — — — — Forfeited (66,250 ) 23.22 — — Outstanding December 31, 2016 271,500 $ 10.41 4.66 — Vested and expected to vest at December 31, 2016 271,500 $ 10.41 4.66 — Exercisable at December 31, 2016 244,417 $ 11.36 4.05 — The weighted-average grant-date fair value of non-employee options granted during the year 2016 was $63,000 for 62,500 options at $1.01 per option, during the year 2015 was zero, as no options were granted to non-employees in 2015, and during the year 2014 was $5,000 for 4,167 options at $1.20 per option. Unvested stock option activity for non-employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 39,236 $ 3.00 9.61 — Granted 4,167 31.20 — — Vested (40,625 ) 3.96 — — Forfeited — — — — Outstanding December 31, 2014 2,778 $ 31.20 9.08 — Granted — — — — Vested (2,778 ) 31.20 — — Forfeited — — — — Outstanding December 31, 2015 — $ — — — Granted 62,500 1.62 — — Vested (23,611 ) 1.63 — — Forfeited (12,500 ) 1.56 — — Outstanding December 31, 2016 26,389 $ 1.65 8.61 — Stock-based compensation expense was approximately $410,000, $181,000 and $326,000 for the year ended December 31, 2016, 2015, and 2014, respectively resulting in an increase in general and administrative expenses with no effect on earnings per share As of December 31, 2016 and 2015, there was $266,000 and $199,000, respectively, of unrecognized stock-based compensation cost related to options granted under the Equity Incentive Plans. Stock-based compensation related to options granted under the Equity Incentive Plans will be recorded over the vesting period which is typically one year or upon reaching agreed upon company and/or individual performance milestones being met which is indefinite. (ii) Stock Warrants Stock warrants are issued as needed by the Board of Directors and have no formal plan. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the warrants was estimated based on historical option holder’s behavior and represents the period of time that options are expected to be outstanding. There were 2,083 warrants granted during 2015 at $1.08 per warrant, and 2,700,000 granted in 2016 at $1.56 to $2.00 per warrant. Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: 2014 2015 2016 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 1,102,354 3.00-24.00 $ 15.12 199,922 3.00-24.00 $ 6.72 147,183 1.08-24.00 $ 5.73 Granted — — $ — 2,083 1.08 $ 1.08 2,700,000 1.56-2.00 $ 1.99 Forfeited (902,432 ) 3.48-19.80 16.92 (54,822 ) 6.12-18.60 9.24 (16,667 ) 6.00 6.00 Exercised — — — — — — — — — Outstanding, end of year 199,922 3.00 –24.00 $ 6.72 147,183 3.00-24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 Exercisable 199,922 3.00-24.00 $ 6.72 147,183 3.00-24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 Weighted average remaining contractual life 4.8 years 4.4 years 4.6 years Years exercisable 2014-2023 2017-2023 2017-2023 Stock warrants are issued at the discretion of the Board. In 2016, there were 2,666,667 warrants issued in conjunction with the August 2016 offering at an average exercise price of $1.99 per share. In 2015, there were no warrants issued. In 2016, 33,333 warrants were issued at an average exercise price of $1.74 per share. Certain of the stock warrants outstanding are subject to adjustments for stock splits and dividends. No warrants were exercised during 2014, 2015 or 2016. (e) Rights Offering On November 19, 2002, the Board of Directors of the Company declared a dividend distribution of one Right for each outstanding share of Common Stock to stockholders of record at the close of business on November 29, 2002 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Unit”) of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) at a Purchase Price of $30.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. On November 2, 2012, the Company executed an Amended and Restated Rights Agreement amending and restating the November 19, 2002 Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (as amended, the “Amended Rights Agreement”). The Amended Rights Agreement extends the term of the Rights Plan to November 18, 2017 and amends certain other provisions, as described in the Company’s Amended Registration Statement on Form 8-A/A, filed on November 2, 2012 (the “Amended Form 8-A”). The Amended Rights Plan entitles holders to buy one-hundredth unit of preferred stock for $30.00 and may be redeemed prior to November 19, 2017, the expiration date, at $0.001 per Right under certain circumstances. The Rights generally are not transferable apart from the common stock and will not be exercisable unless and until a person or group acquires or commences a tender or exchange offer to acquire, beneficial ownership of 15% or more of our common stock. |
Segment and Related Information
Segment and Related Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Related Information | (8) Segment and Related Information The Company operates in one segment, which performs research and development activities related to Ampligen® and other drugs under development, and sales and marketing of Alferon®. The Company’s revenues for the three-year period ended December 31, 2016, were earned in the United States. The Company employs an insignificant amount of net property and equipment in its foreign operations. |
Research, Consulting and Supply
Research, Consulting and Supply Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Research, Consulting and Supply Agreements | (9) Research, Consulting and Supply Agreements On October 2, 2011, the Company finalized their Fourth Amendment to a Supply Agreement, effective through March 11, 2014, with Jubilant Hollister-Stier LLC of Spokane, Washington (“Jubilant”), pursuant to which Jubilant would formulate and package Ampligen® from the key raw materials that Hemispherx would supply to them. This Supply Agreement expired March 11, 2014. The Company is working towards an amendment to the existing Supply Agreement, which may contain additional fees as part of entering into the extension. In October 2014, the Company entered into a purchase commitment with Jubilant for approximately $700,000 for the manufacture of clinical batches of Ampligen® and no fees were incurred for the years ended 2015 and 2016, respectively, pursuant to this agreement. On January 3, 2017, the Company entered into a purchase order to replace the previous purchase commitment with Jubilant pursuant to which Jubilant will manufacture a commercial batch of Ampligen® for the Company. Pursuant to the order, Jubilant will perform tooling and validation activities as well as final fill and finish services. On July 27, 2016, the Company reached an agreement with Avecia to serve as an additional contract manufacturer of Hemispherx’s experimental drug, Ampligen®. The first cGMP lot was completed in December and was released in January 2017 for use in the Company’s Early Access Program (“EAP”) in Europe and Turkey to treat pancreatic cancer patients. To formulate, fill, finish and package (“fill and finish”) Alferon N Injection® Drug Product, the Company requires a FDA approved third party Contract Manufacturing Organization (“CMO”). In January 2012, the Company agreed to a Technology, Transfer, Validation and Commercial Supply Agreement with Ajinomoto Althea, Inc., formerly Althea Technologies, Inc. (“Althea”) of San Diego, CA, regarding the fill and finish process for Alferon N Injection®. In November 2014, the Company entered into a purchase commitment with Althea for approximately $622,000 for the production of validation batches of Alferon® N Injection for emergency use and/or commercial sale. The Company has paid approximately $210,000 to Althea with regard to this open purchase commitment as of December 31, 2016 and has recorded this amount within Work-In-Process inventory. On September 6, 2011, the Company executed an amended agreement with Asembia, formerly Armada Healthcare, LLC to undertake the marketing, education and sales of Alferon N Injection® throughout the United States. This agreement also provides start-up along with ongoing sales and marketing support to the Company. On July 31, 2015, it was mutually agreed upon to extend this agreement through August 14, 2017 subject to the same terms and conditions. The Company previously extended this agreement for the previous three years also under the same terms and conditions. The Company incurred no fees for the years ended December 31, 2016, 2015 and 2014, pursuant to original and amended agreements. Due to the Company’s manufacturing process for Alferon® being on hold and there being no definitive timetable to have the facility back online, the Company will review its expiring agreement on August 14, 2017 with Asembia. On September 6, 2011, the Company executed a new agreement with specialty distributor, BioRidge Pharma, LLC (“BioRidge”) to warehouse, ship, and distribute Alferon N Injection® on an exclusive basis in support of U.S. sales. On July 31, 2015, it was mutually agreed upon to extend this agreement through August 14, 2017 subject to the same terms and conditions. The Company previously extended this agreement for the previous three years also under the same terms and conditions. The Company incurred approximately fees of $0, $2,000 and $21,000 for the years ended December 31, 2016, 2015 and 2014, respectively, pursuant to the agreement. Due to the Company’s manufacturing process for Alferon® being on hold and there being no definitive timetable to have the facility back online, the Company will review its expiring agreement on August 14, 2017 with BioRidge. On March 9, 2015, the Company executed an agreement with Emerge Health Pty Ltd. (“Emerge”) to seek approval of Ampligen® for CFS in Australia and New Zealand and to commence distribution of Ampligen® in both countries on a named-patient basis, where deemed appropriate. The parties intend to collaborate on seeking regulatory approval from Australia’s Therapeutic Goods Administration (“TGA”) and New Zealand’s Medicines and Medical Devices Safety Authority (“Medsafe”). Under this five year exclusive license to sell, market, and distribute Ampligen® in Australia and New Zealand to treat CFS, Emerge will implement regulatory-compliant programs to educate physicians about Ampligen® for CFS and seek orphan drug designation and approval of Ampligen® to treat CFS. Hemispherx will support these efforts and will supply Ampligen® at a predetermined transfer price. The Company has the right to buy out of the agreement at a price equal to three times Ampligen® sales for the preceding 12 months if exercised within the first two years or two times such sales if exercised after year three. The Company has determined to maintain local expertise in handling the regulatory aspects of treating patients with an unapproved product and has elected not to pursue individual patient use in these territories and has subsequently terminated the agreement in 2017. On August 3, 2015, the Company executed a multi-year agreement with Impatients, N.V. (“Impatients”), a Netherlands based company doing business as myTomorrows, for the commencement and management of an Early Access Program (“EAP”) in Europe, Turkey and Canada (the “Territory”) related to Chronic Fatigue Syndrome. MyTomorrows, as Hemispherx’ exclusive service provider and distributor in the Territory, will perform EAP activities. These activities will be directed to (a) the education of physicians and patients regarding the possibility of early access to innovative medical treatments not yet the subject of a Marketing Authorization (regulatory approval) through named-patient use, compassionate use, expanded access and hospital exemption (b) patient and physician outreach related to a patient-physician platform, (c) the securing of Early Access Approvals (exemptions and/or waivers required by regulatory authorities for medical treatments prior to Marketing Authorization) for the use of such treatments, (d) the distribution and sale of such treatments pursuant to such Early Access Approvals, (e) pharmacovigilance (drug safety) activities and/or (f) the collection of data such as patient-reported outcomes, doctor-reported experiences and registry data. Hemispherx will support these efforts and will supply Ampligen® to myTomorrows at a predetermined transfer price. In the event that the Company receives Marketing Authorization in any country in the Territory, the Company will pay myTomorrows a royalty on products sold. The parties will establish a Joint Steering Committee composed of representatives of both parties to oversee the EAP. On August 6, 2015, the Company executed an agreement with Emerge to seek approval of Alferon N Injection® in Australia and New Zealand and to commence distribution of Alferon® in both countries on a named-patient basis, for treating genital warts and other infections and diseases to which patients in Australia and New Zealand have become refractory to recombinant interferon. The Company and Emerge will collaborate on seeking regulatory approval from Australia’s TGA and New Zealand’s Medsafe. Under a five-year exclusive license to sell, market, and distribute Alferon N Injection® in Australia and New Zealand, Emerge will implement regulatory-compliant programs to educate physicians about Alferon®. The Company will support these efforts and will supply Alferon® at a predetermined transfer price. The Company has the right to buy out of the agreement at a price equal to three times Alferon® sales for the preceding 12 months if exercised within the first two years or two times such sales if exercised after year three. On May 24, 2016, the Company entered into an amended and restated five year agreement (the “Impatients Agreement”) with Impatients, N.V. (“Impatients”), a Netherlands based company doing business as myTomorrows, for the commencement and management of an Early Access Program (“EAP”) in Europe and Turkey (the “Territory”) related to CFS. Pursuant to the agreement, Impatients, as our exclusive service provider and distributor in the Territory, is performing EAP activities. These activities will be directed to (a) the education of physicians and patients regarding the possibility of early access to innovative medical treatments not yet the subject of a Marketing Authorization (regulatory approval) through named-patient use, compassionate use, expanded access and hospital exemption, (b) patient and physician outreach related to a patient-physician platform, (c) the securing of Early Access Approvals (exemptions and/or waivers required by regulatory authorities for medical treatments prior to Marketing Authorization) for the use of such treatments, (d) the distribution and sale of such treatments pursuant to such Early Access Approvals, (e) pharmacovigilance (drug safety) activities and/or (f) the collection of data such as patient-reported outcomes, doctor-reported experiences and registry data. We are supporting these efforts and supplying Ampligen® to Impatients at a predetermined transfer price. In the event that the Company receives Marketing Authorization in any country in the Territory, the Company will pay Impatients a royalty on products sold. Pursuant to the Impatients Agreement, the royalty would be a percentage of Net Sales (as defined in the Impatients Agreement) of Ampligen® sold in the Territory where Marketing Authorization was obtained, and the maximum royalty would be a percentage of Net Sales. The formula to determine the percentage of Net Sales will be based on the number of patients that are entered into the EAP. The parties established a Joint Steering Committee comprised of representatives of both parties to oversee the EAP. No assurance can be given that activities under the EAP will result in Marketing Authorization or the sale of substantial amounts of Ampligen® in the Territory. The Company has entered into agreements for consulting services, which are performed at medical research institutions and by medical and clinical research individuals. The Company’s obligation to fund these agreements can be terminated after the initial funding period, which generally ranges from one to three years or on an as-needed monthly basis. During the years ending December 31, 2016, 2015 and 2014, the Company incurred approximately $285,000, $1,668,000 and $1,286,000, respectively, of consulting service fees under these agreements. These costs are charged to research and development expense as incurred. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | (10) 401(k) Plan The Company has a defined contribution plan, entitled the Hemispherx Biopharma Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”). Full time employees of the Company are eligible to participate in the 401(k) Plan following one year of employment. Subject to certain limitations imposed by federal tax laws, participants are eligible to contribute up to 15% of their salary (including bonuses and/or commissions) per annum. Participants’ contributions to the 401(k) Plan may be matched by the Company at a rate determined annually by the Board of Directors. Each participant immediately vests in his or her deferred salary contributions, while Company contributions will vest over one year. A 6% Company matching contribution was established, effective as of January 1, 2010 through December 31, 2015. As of January 1, 2016, the matching has been terminated. For 2016, 2015 and 2014, the Company contributions towards the 401(k) Plan were $0, $167,000 and $170,000 respectively. |
Royalties, License and Employme
Royalties, License and Employment Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Royalties, License and Employment Agreements | (11) Royalties, License and Employment Agreements The Company had contractual agreements with Named Executive Officers (“Officers”) in 2016, 2015 and 2014. The aggregate annual base compensation for these Officers under their respective contractual agreements for 2016, 2015 and 2014 was $983,000, $2,259,000 and $2,249,000 respectively. In addition, certain of these Officers were entitled to receive performance bonuses of up to 25% or 20% of their respective annual base salary, at the sole discretion of the Compensation Committee of the Board of Directors. In 2016, 2015 and 2014, Officers’ bonuses of $0, $0 and $386,000 respectively were granted. On November 23, 2015, Mr. Equels waived his rights under his employment agreement to any future payment of any incentive bonus related to the sale of the Company’s stock or other securities by, or on behalf of, the Company pursuant to the Maxim Equity Distribution Agreement or any similar or successor ATM equity distribution agreement. Mr. Equels voluntarily provided his waiver in an effort to preserve cash and to help the Company to ensure its short term commercialization goals. In 2016, equity was granted as a form of compensation to these Officers: ● Chief Executive Officer was granted 25,000 ten year options to purchase common stock at $1.68 per share which vest in entirety in one year; and ● Chief Financial Officer was granted 12,500 ten year options to purchase common stock at $1.56 per share which vest in entirety in one year. ● Chief Scientific Officer was granted 12,500 ten year options to purchase common stock at $1.56 per share which vest in entirety in one year. In 2015, equity was granted as a form of compensation to these Officers: ● Chief Executive Officer was granted 25,000 ten year options to purchase common stock at $3.00 per share which vest in entirety in one year. In 2014, equity was granted as a form of compensation to these Officers: ● Chief Executive Officer was granted 25,000 ten year options to purchase common stock at $4.32 per share which vest in entirety in one year. The Company recorded stock compensation expense of approximately $52,000, $121,000 and $223,000, respectively, during the years ended December 31, 2016, 2015 and 2014 respectively with regard to these issuances. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | (12) Leases The Company has a non-cancelable escalating operating lease as amended, for the space in which its principal office is located. The term of the lease for the Philadelphia, Pennsylvania offices is currently through July 1, 2018. Approximate future minimum payments under these operating lease obligations are as follows: For The Years Ending December 31, (In Thousands) 2017 161 2018 68 $ 229 Rent expense charged to operations for the years ended December 31, 2016, 2015 and 2014 amounted to approximately $178,000, $166,000 and $163,000 respectively. |
Income Taxes (FASB ASC 740 Inco
Income Taxes (FASB ASC 740 Income Taxes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes (FASB ASC 740 Income Taxes) | (13) Income Taxes (FASB ASC 740 Income Taxes) The Company applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes. As a result of the implementation, there has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. As of December 31, 2014, the Company has approximately $151,000,000 of federal net operating loss carryforwards (expiring in the years 2018 through 2034) available to offset future federal taxable income. The Company also has approximately $36,000,000 of Pennsylvania state net operating loss carryforwards (expiring in the years 2018 through 2033) and approximately $28,000,000 of New Jersey state net operating loss carryforwards (expiring in the years 2033 and 2034) available to offset future state taxable income. In January 2015, the Company effectively sold $14,300,000 of its New Jersey state net operating loss carryforward for the year 2013 for approximately $1,374,000. As of December 31, 2015, the Company has approximately $166,000,000 of federal net operating loss carryforwards (expiring in the years 2018 through 2035) available to offset future federal taxable income. The Company also has approximately $36,000,000 of Pennsylvania state net operating loss carryforwards (expiring in the years 2018 through 2033) and approximately $29,000,000 of New Jersey state net operating loss carryforwards (expiring in the years 2034 and 2035) available to offset future state taxable income. In January 2016, the Company effectively sold $16,000,000 of its New Jersey state net operating loss carryforward for the year 2014 for approximately $1,320,000, and also sold New Jersey research and development credits for $241,000. As of December 31, 2016, the Company has approximately $174,000,000 of federal net operating loss carryforwards (expiring in the years 2018 through 2036) available to offset future federal taxable income. The Company also has approximately $36,000,000 of Pennsylvania state net operating loss carryforwards (expiring in the years 2018 through 2033) and approximately $8,000,000 of New Jersey state net operating loss carryforwards (expiring in 2036) available to offset future state taxable income. In December 2016, the Company effectively sold $14,000,000 of its New Jersey state net operating loss carryforward for the year 2015 for approximately $1,120,000, and also sold New Jersey research and development credits for $189,000. The utilization of certain state net operating loss carryforwards may be subject to annual limitations. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. Under the Tax Reform Act of 1986, the utilization of a corporation’s net operating loss carryforward is limited following a greater than 50% change in ownership. Due to the Company’s prior and current equity transactions, the Company’s net operating loss carryforwards may be subject to an annual limitation generally determined by multiplying the value of the Company on the date of the ownership change by the federal long-term tax exempt rate. Any unused annual limitation may be carried forward to future years for the balance of the net operating loss carryforward period. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax asset, the deferred tax assets are fully offset by a valuation allowance at December 31, 2016 and 2015. The components of the net deferred tax assets and liabilities as of December 31, 2016 and 2015 consist of the following: (in thousands) Deferred tax assets: December 31, 2016 2015 Net operating losses $ 59,200 $ 56,300 Amortization & depreciation 132 88 Research and development costs - 691 Stock compensation 139 62 Total deferred tax assets 59,741 57,141 Deferred tax liabilities: Research and development costs (375 ) - Deferred tax assets, net 59,096 57,141 Less: Valuation allowance (59,096 ) (57,141 ) Deferred tax assets, net — — |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | (14) Contingencies (a) Mark Zicherman v. Hemispherx Biopharma, Inc., William A. Carter, Thomas K. Equels, Iraj E. Kiani, William M. Mitchell, Richard C. Piani, David Strayer and Charles T. Bernhardt, U.S. District Court for Eastern District of Pennsylvania, Case No. 2:13-cv-00243-WY. (b) Michael Desclos v. Hemispherx Biopharma, Inc., William A. Carter, Charles T. Bernhardt, Thomas K. Equels, David R. Strayer, Richard C. Piani, William M. Mitchell, and Iraj E. Kiani, First Judicial District of Pennsylvania, Court of Common Pleas of Philadelphia, March 2013 Term, No. 110. (c) Richard J. Sussman and Douglas T. Lowe v. Hemispherx Biopharma, Inc., William A. Carter, Charles T. Bernhardt, Thomas K. Equels, David R. Strayer, Richard C. Piani, William M. Mitchell, and Iraj E. Kiani, First Judicial District of Pennsylvania, Court of Common Pleas of Philadelphia, April 2013 Term, No. 3458. (d) Rena A. Kastis and James E. Conroy v. Hemispherx Biopharma, Inc., William A. Carter, Thomas K. Equels, Richard C. Piani, William M. Mitchell, Iraj E. Kiani and Robert E Peterson, Chancery Court of the State of Delaware, June 18, 2013, Case No. 8657. (e) Cato Capital, LLC v. Hemispherx Biopharma, Inc., U.S. District Court for the District of Delaware, Case No. 9-549-GMS. (a) On January 15, 2013, a Shareholder Derivative Complaint was filed against the Company, as nominal defendant, and certain of its current and former Officers and Directors in the United States District Court for the Eastern District of Pennsylvania. Purporting to assert claims on behalf of the Company, the Complaint in this action, Mark Zicherman v. Hemispherx Biopharma, Inc., et al., alleges violations of state law, including breaches of fiduciary duties, waste of corporate assets, and unjust enrichment, arising from the alleged federal securities violations asserted in the securities class action. On February 22, 2013, the Court entered an order temporarily staying this case pending the outcome of the securities class action defendants’ motion to dismiss that action. On July 3, 2013, Plaintiff filed an Amended Complaint, adding David R. Strayer, M.D., as a Defendant. On July 18, 2013, the Court entered an order staying the case as against Dr. Strayer pending the outcome of the motion to dismiss the securities class action. On January 24, 2014, the Court denied the defendants’ motion to dismiss the securities class action. On March 26, 2014, the Court entered an order to continue the temporary stay, and on March 27, 2014, the Court entered an order placing the action in the Civil Suspense File. On April 11, 2014, the Court entered a Stipulated Protective Order, which will govern all confidential documents produced in discovery. On January 28, 2015, on request of the parties, the Court entered an Order continuing the temporary stay, subject to the requirement that the parties submit an updated joint status report within ten days of the court’s entry of an order granting or denying the securities class action parties’ motion for preliminary approval of their settlement agreement. On or about January 13, 2016, the parties agreed to attempt to resolve the action through mediation. On February 11, 2016, the parties engaged in a mediation and, at that mediation, reached an agreement in principle to settle all claims. On April 27, 2016, the parties executed a Stipulation and Agreement of Settlement (“Settlement”). On May 27, 2016, the Court entered an order preliminarily approving the parties’ Settlement. On September 29, 2016, the Court held a final approval hearing to determine whether the parties’ Settlement is fair, reasonable, adequate and in the best interests of Hemispherx. On October 4, 2016, the Court entered an Order granting final approval of the parties’ settlement , (b) On March 4, 2013, a Shareholder Derivative Complaint was filed against the Company, as nominal defendant, and certain of its current and former Officers and Directors in the First Judicial District of Pennsylvania of the Court of Common Pleas of Philadelphia. Purporting to assert claims on behalf of the Company, the Complaint in this action, Michael Desclos v. Hemispherx Biopharma, Inc., et al., alleges violations of state law, including breaches of fiduciary duties, waste of corporate assets, and unjust enrichment, arising from the alleged federal securities violations asserted in the securities class action. On April 10, 2013, the Court entered an order temporarily staying this case pending the outcome of the securities class action defendants’ motion to dismiss that action. On January 24, 2013, the court in the federal securities class action denied the defendants’ motion to dismiss. On January 29, 2014, the court entered an order consolidating this action with the shareholder derivative action, Richard J. Sussman and Douglas T. Lowe v. Hemispherx Biopharma, Inc., et al., described below. On March 26, 2014, the Court entered an order to continue the temporary stay. On June 9, 2014, the Court entered a Stipulated Protective Order, which will govern all confidential documents produced in discovery. On or about January 13, 2016, the parties agreed to attempt to resolve the action through mediation. On February 11, 2016, the parties engaged in a mediation and, at that mediation, reached an agreement in principle to settle all claims. On April 27, 2016, the parties executed a Stipulation and Agreement of Settlement (“Settlement”). On May 27, 2016, the Court in Zicherman entered an order preliminarily approving the parties’ Settlement. On September 29, 2016, the Court held a final approval hearing to determine whether the parties’ settlement is fair, reasonable, adequate and in the best interests of Hemispherx. On October 4, 2016, the Court in Zicherman entered an Order granting final approval of the parties’ settlement and awarding the plaintiffs’ counsel $660,000 in attorneys’ fees. The Settlement, which resolves all claims asserted in this action (“Desclos”) and the two related actions, Zicherman, referenced above, and the state court action referenced below, Richard J. Sussman and Douglas T. Lowe v. Hemispherx Biopharma, Inc., et al., does not constitute any admission of fault or wrongdoing by Hemispherx or any of the individual defendants. No Company funds were used to pay attorneys’ fees award, which was funded by Hemispherx’s insurance companies. On December 2, 2016, the Court in this action removed the case from deferred status, and on December 5, 2016, the prothonotary entered the plaintiffs’ praecipe to mark the case settled, discontinued, and ended in its entirety, and with prejudice. (c) On April 23, 2013, a Shareholder Derivative Complaint was filed against the Company, as nominal defendant, and certain of its current and former Officers and Directors in the First Judicial District of Pennsylvania of the Court of Common Pleas of Philadelphia. Purporting to assert claims on behalf of the Company, the Complaint in this action, Richard J. Sussman and Douglas T. Lowe v. Hemispherx Biopharma, Inc., et al., alleges violations of state law, including breaches of fiduciary duties, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment, arising from the alleged federal securities violations asserted in the securities class action. On May 10, 2013, the Court entered an order staying this case pending the outcome of the ruling on the Federal Securities Class Action Defendants’ motion to dismiss. On January 24, 2014, the court in the federal securities class action denied the defendants’ motion to dismiss. On January 29, 2014, the Court entered an order consolidating this action with the shareholder derivative action, Michael Desclos v. Hemispherx Biopharma, Inc., et al., described above. On March 26, 2014, the Court entered an order to continue the temporary stay. On June 9, 2014, the Court entered a Stipulated Protective Order, which will govern all confidential documents produced in discovery. On or about January 13, 2016, the parties agreed to attempt to resolve the action through mediation. On February 11, 2016, the parties engaged in a mediation and, at that mediation, reached an agreement to settle all claims. On April 27, 2016, the parties executed a Stipulation and Agreement of Settlement (“Settlement”). On May 27, 2016, the Court in Zicherman entered an order preliminarily approving the parties’ Settlement. On September 29, 2016, the Court held a final approval hearing to determine whether the parties’ settlement is fair, reasonable, adequate and in the best interests of Hemispherx. On October 4, 2016, the Court in Zicherman entered an Order granting final approval of the parties’ settlement and awarding the plaintiffs’ counsel $660,000 in attorneys’ fees. The Settlement, which resolves all claims asserted in this action and the two related actions, Zicherman and Desclos, referenced above, does not constitute any admission of fault or wrongdoing by Hemispherx or any of the individual defendants. No Company funds were used to pay attorneys’ fees award, which was funded by Hemispherx’s insurance companies. On December 2, 2016, the Court in this action removed the case from deferred status, and on December 8, 2016, the prothonotary entered the plaintiffs’ praecipe to mark the case settled, discontinued, and ended in its entirety, and with prejudice. (d) On June 18, 2013, a Stockholder Derivative Complaint was filed against the Company, as nominal defendant, and certain of its current and former Officers and Directors in the Court of Chancery of the State of Delaware. The Complaint in this action, Rena A. Kastis and James E. Conroy v. Hemispherx Biopharma, Inc., et al., alleges breaches of fiduciary duties, waste of corporate assets and unjust enrichment. The Company’s Board of Directors appointed a Special Litigation Committee (“SLC”) to review the allegations set forth in the Complaint. On September 10, 2013, the Court entered a Stipulation and Order staying all proceedings in this action pending the SLC’s review and recommendation concerning the allegations contained in the Complaint. On December 20, 2013, the SLC issued its Report, in which it concluded that dismissing the Complaint would be in the best interests of Hemispherx and its stockholders. On January 20, 2014, the SLC moved to dismiss the Complaint. Following briefing and oral argument on the motion to dismiss, the Court denied the SLC’s motion on August 18, 2015, but did dismiss the claims against former officer Robert E. Peterson. On October 13, 2015, Plaintiffs filed a Verified Amended Derivative and Class Action Complaint (the “Amended Complaint”), asserting additional claims for breach of fiduciary duty against Board member Peter W. Rodino, declaratory judgment with respect to certain bonuses paid to officers of the Company, and a class action claim for breach of fiduciary duty against the current Board in connection with the solicitation of votes in advance of the Company’s 2015 annual meeting. The Amended Complaint also removed all of the dismissed claims against Mr. Peterson. The Company and all individual defendants except former Board member Richard C. Piani answered the Amended Compliant on November 19, 2015. The Court entered a scheduling order on December 2, 2015, but on January 5, 2016, the parties agreed to suspend all litigation for 60 days and to attempt to resolve the action through mediation. The parties engaged in a mediation on February 10, 2016, and reached an agreement in principle to settle all claims on April 27, 2016. That agreement was memorialized in a Stipulation and Agreement of Settlement (the “Settlement Stipulation”) which was filed with the Court on June 8, 2016. The settlement was subject to the Court’s finally approving the terms of the parties’ settlement agreement in all material respects. On June 8, 2016, concurrent with the filing of the Settlement Stipulation, the parties filed a joint proposed scheduling order, which the Court entered the same day (the “Scheduling Order”). The Scheduling Order preliminarily certified the class for settlement purposes, directed the Company to issue notice (in the form approved by the Court) to Company stockholders and members of the putative class, and scheduled a settlement approval hearing (the “Settlement Approval Hearing”) to occur on September 9, 2016. At the Settlement Approval Hearing on September 9 and September 19, 2016, the Court approved the settlement, awarded plaintiffs’ counsel $1.25 million in attorneys’ fees and expenses, and dismissed the action with prejudice. No stockholders or members of the putative class objected to the settlement. No Company funds were used to pay the settlement or attorneys’ fees award; the settlement and fee award were funded by Hemispherx’s insurance policies. The final settlement does not constitute any admission of fault or wrongdoing by Hemispherx or any of the individual defendants. (e) Cato Capital, LLC (“Cato”) brought suit against the Company on July 31, 2009, in the United States District Court for the District of Delaware (the “Court”), alleging that under a November 2008 agreement between Cato and Hemispherx, Hemispherx owed Cato a placement fee arising from subsequent Hemispherx financing and investment transactions. Hemispherx disputed these allegations, asserting that Cato failed to comply with the provisions of its own contract. The Amended Complaint sought damages in the amount of $9,830,000.00 plus attorneys’ fees and punitive damages. Pursuant to an indemnification responsibility, Hemispherx has also retained this firm to undertake the defense of the Sage Group. The Parties had a Non-Jury trial on March 4, 5 and 6, 2013 before the United States District Court for the District of Delaware. On September 29, 2014, the Court found in favor of Hemispherx and Sage on all counts, and dismissed Cato’s claims in their entirety. On January 13, 2015, the Court granted the Company’s motion for attorney’s fees and costs and awarded the Company $770,852.76. On October 24, 2014, Cato filed a notice of appeal of the Court’s September 29, 2014 decision in the United States Court of Appeals for the Third Circuit (the “Third Circuit”). On March 3, 2015, Cato filed its Brief in the Third Circuit. The Company’s Brief in Response was filed on April 6, 2015, with a Reply Brief by Cato filed on April 19, 2015. The Court of Appeals conducted Oral Argument on July 16, 2015. On August 21, 2015 the Court of Appeals affirmed the judgment of the District Court. On September 9, 2015 Cato sought reconsideration of the decision through re-argument or re-hearing by the en banc Court of Appeals. On September 17, 2015 the Court of Appeals denied Cato’s requests. On October 1, 2015 Hemispherx filed for additional costs and fees to be added to its existing judgment. On February 10, 2016 the Court increased Hemispherx’ judgment by an additional $48,725.75 to reflect the costs of defending the Cato appeal. On February 11, 2016 the Court of Appeals returned the mandate to the District Court. The Company is pursuing collection of its judgment in the amount of $829,578.51. |
Certain Relationships and Relat
Certain Relationships and Related Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions | (15) Certain Relationships and Related Transactions The Company has employment agreements with certain of their Executive Officers and has granted such officers and directors options and warrants to purchase their common stock. Please see details of these Employment Agreements in Note 11 - Royalties, License and Employment Agreements. Thomas Equels our CEO, was elected to the Board of Directors at the Annual Stockholders Meeting on November 17, 2008 and joined the Company as General Counsel effective June 1, 2010. Mr. Equels had provided external legal services for several years through May 31, 2010 and Equels Law Firm continued to support the Company through 2015. In 2016, 2015 and 2014, the Company paid Equels Law Firm approximately $0, $42,000 and $303,000, respectively, for services rendered. Upon analysis in the Fall of 2011 by the Audit Committee’s Financial Expert, it was deemed that the hourly rates charged by Equels Law to the Company were reasonable when compared to the fee structure of a possible arms-length transaction from comparable firms in practice in the same market and of the similar size. The hourly rate fees from Equels Law Firm remained the same for 2014 and 2015. There were no legal fees paid in 2016 to Equels Law Firm. For his Board fees, Mr. Equels received approximately $20,000, $182,000 and $182,000 for 2016, 2015 and 2014, respectively. Mr. Equels stopped receiving Board fees in March 2016. For the years ended 2016, 2015 and 2014, compensation was granted or paid related to the Executive Performance Incentive Program related to the ATM, as set forth in Section 3(c)(ii) of his Employment Agreement, for approximately $0, $262,000, and $641,000 to Mr. Equels. Mr. Equels’ compensation related to this program was classified entirely as general and administrative expense. Mr. Equels has agreed not to receive any compensation in relation to current or future ATM sales. In 2016 Mr. Equels also received, as set forth in Section 3(c)(ii) of his Employment Agreement, $39,000 for 5% of the Ampligen® cost recovery sales for the last 5 years, and $131,000 in accordance with item 5 of the 2016 Senior Executive Deferred Cash Performance Award Plan, as the price of our stock has been above $.20 for 5 successive trading days. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | (16) Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, investments and accounts receivable. The Company places its cash with high-quality financial institutions and, at times, such amounts in non-interest bearing accounts may be in excess of Federal Deposit Insurance Corporation insurance limits. There was no credit based sales for 2016, 2015 or 2014. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | (17) Fair Value The Company is required under GAAP to disclose information about the fair value of all the Company’s financial instruments, whether or not these instruments are measured at fair value on the Company’s consolidated balance sheets. The Company estimates that the fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to the short-term maturities of these items. The Company also has certain warrants with a cash settlement feature in the unlikely occurrence of a Fundamental Transaction. The fair value of the redeemable warrants related to the Company’s August 2016 Common Stock and Warrant issuance, are calculated using a Monte Carlo Simulation. While the Monte Carlo Simulation is one of a number of possible pricing models, the Company has determined it to be industry accepted and fairly presented the fair value of the Warrants. As an additional factor to determine the fair value of the Put’s liability, the occurrence probability of a Fundamental Transaction event was factored into the valuation. The Company recomputes the fair value of the Warrants at the issuance date and the end of each quarterly reporting period. Such value computation includes subjective input assumptions that are consistently applied each period. If the Company were to alter its assumptions or the numbers input based on such assumptions, the resulting fair value could be materially different. The Company utilized the following assumptions to estimate the fair value of the August 2016 warrants: December 31, 2016 September 6, 2016 Underlying price per share $0.69 to $1.26 $ 1.39 Exercise price per share $1.88 - $2.00 $1.88 - $2.00 Risk-free interest rate 1.86% 1.21% Expected holding period 4.70 5.00 Expected volatility 85% 90% Expected dividend yield - - The significant assumptions using the Monte Carlo Simulation approach for valuation of the Warrants are: (i) Risk-Free Interest Rate (ii) Expected Holding Period (iii) Expected Volatility (iv) Expected Dividend Yield (v) Expected Probability of a Fundamental Transaction. a. The Company only has one product that is FDA approved but which will not be available for commercial sales for at least approximately 18 months; b. The Company may have to perform additional clinical trials for FDA approval of its flagship product; c. Industry and market conditions continue to include a global market recession, adding risk to any transaction; d. Available capital for a potential buyer in a cash transaction continues to be limited; e. The nature of a life sciences company is heavily dependent on future funding and high fixed costs, including Research & Development; f. The Company has minimal revenues streams which are insufficient to meet the funding needs for the cost of operations or construction at their manufacturing facility; and g. The Company’s Rights Agreement and Executive Agreements make it less attractive to a potential buyer. With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % The Monte Carlo Simulation has incorporated a 5.0% probability of a Fundamental Transaction to date for the life of the securities. (vi) Expected Timing of Announcement of a Fundamental Transaction. (vii) Expected 100 Day Volatility at Announcement of a Fundamental Transaction (viii) Expected Risk-Free Interest Rate at Announcement of a Fundamental Transaction (ix) Expected Time Between Announcement and Consummation of a Fundamental Transaction. While the assumptions remain consistent from period to period (e.g., utilizing historical stock prices), the numbers input change from period to period (e.g., the actual historical prices input for the relevant period). The carrying amount and estimated fair value of the above warrants was approximately $940,000 at December 31, 2016 and $2,617,000 at September 6, 2016, the date of issuance. The Company applies FASB ASC 820 (formerly Statement No. 157 Fair Value Measurements FASB ASC 820-10-35-37 (formerly SFAS No. 157) establishes a valuation hierarchy based on the transparency of inputs used in the valuation of an asset or liability. Classification is based on the lowest level of inputs that is significant to the fair value measurement. The valuation hierarchy contains three levels: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. ● Level 2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of September 30, 2016, the Company has classified the warrants with cash settlement features as Level 3. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed above, the Company utilized the Monte Carlo Simulation Model in valuing these warrants. The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as: (in thousands) As of December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 3,460 $ 3,460 $ - $ - Liabilities: Redeemable warrants $ 940 - - $ 940 (in thousands) As of December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Marketable Securities $ 6,795 $ 6,795 $ - $ - Liabilities: Redeemable warrants - - - - The changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows: (in thousands) 2016 2015 2014 Balance at December 31, 2015 $ - $ - $ 14 Issuance of warrants 2,617 - (14 ) Fair value adjustments (1,677 - - Balance at December 31, 2016 $ 940 $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events The Company evaluated subsequent events through the date on which these financial statements were issued. The Company entered into definitive agreements with several institutional investors for an offering of shares of common stock with net proceeds of approximately $850,000 in a registered direct offering. In connection with the offering, the Company issued registered shares of common stock at a purchase price of $0.55 per share. Concurrently in a private placement, for each share of common stock purchased by an investor, such investor received from the Company an unregistered warrant to purchase 0.75 of a share of common stock. The warrants have an exercise price of $0.75 per share, are exercisable six months after issuance, and will expire five years from the initial exercise date. The Company also issued placement agent warrants for the purchase of an aggregate of 90,909 shares of our common stock. Rodman& Renshaw, a unit of H.C. Wainwright & Co., LLC, acted as the exclusive placement agent in connection with this offering. The Company intends to use the net proceeds from the offering for preparation for technology transfer opportunities, expenses related to Ampligen® manufacturing and for other working capital and general corporate purposes. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | (a) Cash and Cash Equivalents Cash and Cash Equivalents consist of cash and money market accounts and total $2,408,000 and $2,115,000 at December 31, 2016 and 2015, respectively. |
Marketable Securities | (b) Marketable Securities The Company’s securities are classified as available for sale and are stated at fair value. Unrealized gains and losses on securities available for sale are excluded from results of operations and are reported as other comprehensive income (loss) on the Statements of Comprehensive Loss, net of taxes. Securities classified as available for sale include securities that may be sold in response to changes in interest rates, changes in prepayment risks or for portfolio management purposes. The cost of securities sold is determined on a specific identification basis. Gains and losses on sales of securities are recognized in the statements of comprehensive loss on the date of sale. |
Property and Equipment | (c) Property and Equipment (in thousands) December 31, 2016 2014 Land, buildings and improvements $ 10,530 $ 11,603 Furniture, fixtures, and equipment 5,630 5,490 Leasehold improvements - 85 Total property and equipment 16,160 17,178 Less: accumulated depreciation and amortization (6,646 ) (5,941 ) Property and equipment, net $ 9,514 $ 11,237 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three to thirty-nine years. The Company also reclassified an underutilized building as an asset held for resale totaling $764,000 adjacent to its New Jersey manufacturing facility site that it is in the process of selling. |
Patent and Trademark Rights | (d) Patent and Trademark Rights Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. |
Revenue | (e) Revenue Revenue from the sale of Ampligen® under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the treatment is provided to the patient. Revenues from the sale of Alferon N Injection® are recognized when the product is shipped and title is transferred to the customer. The Company has no other obligation associated with its products once shipment has been shipped to the customer. |
Accounting for Income Taxes | (f) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 Uncertainty in Income Taxes. There has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. |
Comprehensive loss | (g) Comprehensive loss Comprehensive loss consists of net loss, net unrealized gains (losses) on securities and is presented in the consolidated statements of comprehensive loss. |
Use of Estimates | (h) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates include valuation allowances for inventory, determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants and contingency accruals. |
Recent Accounting Standards and Pronouncements | (i) Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In August 2014, the FASB issued ASU 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 In January 2016, the (“FASB”) has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases, In August 2016, the FASB issued ASU 2016-15 - In 2016, the FASB also issued Accounting Standards Updates (“ASU”) 2016-03 through 2016-20 and in 2017 the FASB issued 2017-01 through 2017-07 These updates did not have a significant impact on the financial statements. |
Stock-Based Compensation | (j) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. |
Accounts Receivable | (k) Accounts Receivable Concentration of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process. The Company does not require collateral on its receivables. The Company did not have any receivables as of December 31, 2016 and 2015. |
Common Stock Per Share Calculation | (l) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of stock options and warrants related to 4,032,851, 1,316,204 and 1,457,245 shares, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2016, 2015 and 2014, respectively, since their effect is antidilutive. |
Long-Lived Assets | (m) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in its use of the assets. The Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective judgments regarding the remaining useful lives of assets. When the Company determines that the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | (in thousands) December 31, 2016 2014 Land, buildings and improvements $ 10,530 $ 11,603 Furniture, fixtures, and equipment 5,630 5,490 Leasehold improvements - 85 Total property and equipment 16,160 17,178 Less: accumulated depreciation and amortization (6,646 ) (5,941 ) Property and equipment, net $ 9,514 $ 11,237 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The Company uses the lower of first-in, first-out (“FIFO”) cost or market method of accounting for inventory. Inventories consist of the following: (in thousands) 2016 2015 Inventory Work-In-Process, January 1 $ 1,326 $ — Production — 1,443 Transfer to other assets (1,326 ) — Spoilage — (117 ) Inventory Work-In-Process, December 31 $ — $ 1,326 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities [Abstract] | |
Schedule of Available for Sale | Securities classified as available for sale consisted of: December 31, 2016 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — Totals $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — December 31, 2015 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 6,892 $ — $ (97 ) $ 6,795 $ 6,795 $ — Totals $ 6,892 $ — $ (97 ) $ 6,795 $ 6,795 $ — |
Schedule of Investments with Continuous Unrealized Losses | Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows: December 31, 2016 (in thousands) Total Less Than 12 Months 12 Months or Greater Totals Securities Number In Loss Position Fair Values Unrealized Losses Fair Values Unrealized Losses Total Fair Value Total Unrealized Losses Mutual Funds 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) Totals 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) December 31, 2015 (in thousands) Total Less Than 12 Months 12 Months or Greater Totals Securities Number In Loss Position Fair Values Unrealized Losses Fair Values Unrealized Losses Total Fair Value Total Unrealized Losses Mutual Funds 2 $ 2,834 $ (159 ) $ 2,041 $ (21 ) $ 4,875 $ (180 ) Totals 2 $ 2,834 $ (159 ) $ 2,041 $ (21 ) $ 4,875 $ (180 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2016 and 2015 consists of the following: (in thousands) December 31, 2016 2015 Compensation $ 297 $ 229 Professional fees 604 619 Clinical Trial expenses 158 143 Other Expenses 489 228 $ 1,548 $ 1,219 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Options and Equity Estimated Based on Weighted Average Assumptions | The fair values of the options and equity warrants granted, were estimated based on the following weighted average assumptions: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 0.71%-1.23% 1.32%-1.72% 1.66%-1.72% Expected dividend yield 0 0 0 Expected life 2.5-5 years 2.5-5 years 5 years Expected volatility 85.18%-94.81% 83.840%-85.220% 84.497%-92.631% Weighted average grant date fair value for options and equity warrants issued $0.99 per option/warrant for 281,250 options/equity warrants $1.80 per option for 68,750 options $2.16 per option/warrant for 109,524 options/equity warrants |
Schedule of Warrants Outstanding and Exercisable | Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: 2014 2015 2016 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 1,102,354 3.00-24.00 $ 15.12 199,922 3.00-24.00 $ 6.72 147,183 1.08-24.00 $ 5.73 Granted — — $ — 2,083 1.08 $ 1.08 2,700,000 1.56-2.00 $ 1.99 Forfeited (902,432 ) 3.48-19.80 16.92 (54,822 ) 6.12-18.60 9.24 (16,667 ) 6.00 6.00 Exercised — — — — — — — — — Outstanding, end of year 199,922 3.00 –24.00 $ 6.72 147,183 3.00-24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 Exercisable 199,922 3.00-24.00 $ 6.72 147,183 3.00-24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 Weighted average remaining contractual life 4.8 years 4.4 years 4.6 years Years exercisable 2014-2023 2017-2023 2017-2023 |
Employees [Member] | |
Schedule of Stock Option Activity | Stock option activity for employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 884,290 $ 20.76 4.92 — Granted 105,357 11.64 — Forfeited (48,990 ) 21.36 — — Outstanding December 31, 2014 940,657 $ 19.68 4.61 — Granted 66,667 3.00 — — Forfeited (113,553 ) 15.72 — — Outstanding December 31, 2015 893,771 $ 18.96 4.02 — Granted 185,417 1.58 — — Forfeited (242,932 ) 13.06 — — Outstanding December 31, 2016 836,256 $ 16.82 4.47 — Vested and expected to vest at December 31, 2016 836,256 $ 16.82 $ 4.47 — Exercisable at December 31, 2016 745,630 $ 17.39 3.03 — |
Schedule of Unvested Stock Option Activity | Unvested stock option activity for employees: Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 43,750 $ 3.48 8.38 — Granted 105,357 11.64 — — Vested (89,891 ) 4.56 — — Forfeited — — — — Outstanding December 31, 2014 59,216 $ 16.56 8.76 — Granted 66,667 3.00 — — Vested (98,106 ) 11.04 — — Forfeited — — — — Outstanding December 31, 2015 27,777 $ 3.48 7.82 — Granted 185,417 1.58 — — Vested (122,569 ) 1.72 — — Forfeited — — — — Outstanding December 31, 2016 90,625 $ 1.72 9.33 — |
Non-Employees [Member] | |
Schedule of Stock Option Activity | Stock option activity for non-employees during the year: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 344,036 $ 17.76 5.01 — Granted 4,167 31.20 — — Exercised — — — — Forfeited (31,536 ) 33.36 — — Outstanding December 31, 2014 316,667 $ 16.32 4.75 — Granted — — — — Exercised — — — — Forfeited (41,417 ) 22.32 — — Outstanding December 31, 2015 275,250 $ 15.48 4.31 — Granted 62,500 1.64 — — Exercised — — — — Forfeited (66,250 ) 23.22 — — Outstanding December 31, 2016 271,500 $ 10.41 4.66 — Vested and expected to vest at December 31, 2016 271,500 $ 10.41 4.66 — Exercisable at December 31, 2016 244,417 $ 11.36 4.05 — |
Schedule of Unvested Stock Option Activity | Unvested stock option activity for non-employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2013 39,236 $ 3.00 9.61 — Granted 4,167 31.20 — — Vested (40,625 ) 3.96 — — Forfeited — — — — Outstanding December 31, 2014 2,778 $ 31.20 9.08 — Granted — — — — Vested (2,778 ) 31.20 — — Forfeited — — — — Outstanding December 31, 2015 — $ — — — Granted 62,500 1.62 — — Vested (23,611 ) 1.63 — — Forfeited (12,500 ) 1.56 — — Outstanding December 31, 2016 26,389 $ 1.65 8.61 — |
Equity Incentive Plans 2004 [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under Equity Plan of 2004 is summarized below: 2014 2015 2016 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 540,078 15.60-72.00 $ 32.16 488,719 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 Granted — — — — — — — — — Forfeited (51,359 ) 22.80-41.28 $ 30.96 (100,493 ) 19.56-34.44 $ 23.40 (104,698 ) 25.32-46.32 $ 38.08 Exercised — — — — — — — — — Outstanding, end of year 488,719 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 Exercisable, end of year 488,719 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 Weighted average remaining contractual life (years) 1-4 years 1-3 years 1-2 years Available for future grants — — — |
Equity Incentive Plans 2007 [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under Equity Plan of 2007 is summarized below: 2014 2015 2016 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Granted — — — — — — — — — Forfeited — — — — — — — — — Exercised — — — — — — — — — Outstanding, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Exercisable, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Weighted average remaining contractual life (years) 4-6 years 3-5 years 2-4 years Available for future grants 250 250 250 |
Equity Incentive Plans 2009 [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below: 2014 2015 2016 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 559,081 2.52-48.36 7.32 639,438 2.52-48.36 6.60 651,628 2.52-48.36 $ 5.52 Granted 109,524 3.96-31.20 4.80 66,667 3.00 3.00 247,917 1.56-48.36 $ 1.59 Forfeited (29,167 ) 3.72-33.72 17.40 (54,477 ) 3.00-48.36 20.88 (204,483 ) 1.56-22.80 $ 3.53 Exercised — — — — — — — — — Outstanding, end of year 639,438 2.52-48.36 6.60 651,628 2.52-48.36 5.52 695,061 1.56-48.36 $ 4.70 Exercisable, end of year 577,445 2.52-48.36 6.60 623,850 2.52-48.36 5.52 578,047 1.56-48.36 $ 5.32 Weighted average remaining contractual life (years) 5-10 years 4-10 years 3-10 years Available for future grants 123,962 695,106 532,920 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments | Approximate future minimum payments under these operating lease obligations are as follows: For The Years Ending December 31, (In Thousands) 2017 161 2018 68 $ 229 |
Income Taxes (FASB ASC 740 In32
Income Taxes (FASB ASC 740 Income Taxes) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Asset and Liabilities | The components of the net deferred tax assets and liabilities as of December 31, 2016 and 2015 consist of the following: (in thousands) Deferred tax assets: December 31, 2016 2015 Net operating losses $ 59,200 $ 56,300 Amortization & depreciation 132 88 Research and development costs - 691 Stock compensation 139 62 Total deferred tax assets 59,741 57,141 Deferred tax liabilities: Research and development costs (375 ) - Deferred tax assets, net 59,096 57,141 Less: Valuation allowance (59,096 ) (57,141 ) Deferred tax assets, net — — |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assumptions to Estimate the Fair Value of Warrants | The Company utilized the following assumptions to estimate the fair value of the August 2016 warrants: December 31, 2016 September 6, 2016 Underlying price per share $0.69 to $1.26 $ 1.39 Exercise price per share $1.88 - $2.00 $1.88 - $2.00 Risk-free interest rate 1.86% 1.21% Expected holding period 4.70 5.00 Expected volatility 85% 90% Expected dividend yield - - |
Schedule of Range of Probabilities | With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as: (in thousands) As of December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 3,460 $ 3,460 $ - $ - Liabilities: Redeemable warrants $ 940 - - $ 940 (in thousands) As of December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Marketable Securities $ 6,795 $ 6,795 $ - $ - Liabilities: Redeemable warrants - - - - |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis | The changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows: (in thousands) 2016 2015 2014 Balance at December 31, 2015 $ - $ - $ 14 Issuance of warrants 2,617 - (14 ) Fair value adjustments (1,677 - - Balance at December 31, 2016 $ 940 $ - $ - |
Business (Details Narrative)
Business (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Number | Dec. 31, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ | $ 300,501 | $ 292,999 |
Number of domestic subsidiaries | 2 | |
Number of foreign subsidiaries | 1 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and cash equivalents | $ 2,408 | $ 2,115 | $ 2,156 | $ 803 |
Assets held for sale | $ 764 | |||
Antidilutive securities excluded from computation of earnings per share | 4,032,851 | 1,316,204 | 1,457,245 | |
Patent and Trademark Rights [Member] | ||||
Estimated useful lives of patent and trademark rights | 17 years | |||
Minimum [Member] | ||||
Estimated useful life | 3 years | |||
Maximum [Member] | ||||
Estimated useful life | 39 years |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Total property and equipment | $ 16,160 | $ 17,178 |
Less: accumulated depreciation and amortization | (6,646) | (5,941) |
Property and equipment, net | 9,514 | 11,237 |
Land, Buildings and Improvements [Member] | ||
Total property and equipment | 10,530 | 11,603 |
Furniture, Fixtures and Equipment [Member] | ||
Total property and equipment | 5,630 | 5,490 |
Leasehold Improvements [Member] | ||
Total property and equipment | $ 85 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | ||
Inventory work-in-process, beginning | $ 1,326 | |
Production | 1,443 | |
Transfer to other assets | (1,326) | |
Spoilage | (117) | |
Inventory work-in-process, end of period | $ 1,326 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Marketable Securities [Abstract] | |||
Other than temporary impairments chagres | $ 315 | $ 145 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Available for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Amortized Cost | $ 3,465 | $ 6,892 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (5) | (97) |
Fair Value | 3,460 | 6,795 |
Short-Term Investments | 3,460 | 6,795 |
Long Term Investments | ||
Mutual Funds [Member] | ||
Amortized Cost | 3,465 | 6,892 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (5) | (97) |
Fair Value | 3,460 | 6,795 |
Short-Term Investments | 3,460 | 6,795 |
Long Term Investments |
Marketable Securities - Sched40
Marketable Securities - Schedule of Investments with Continuous Unrealized Losses (Details) $ in Thousands | Dec. 31, 2016USD ($)Number | Dec. 31, 2015USD ($)Number |
Total number in loss position | Number | 1 | 2 |
Less Than 12 Months, Fair Values | $ 1,853 | $ 2,834 |
Less Than 12 Months, Unrealized Losses | (13) | (159) |
12 Months or Greater, Fair Values | 2,041 | |
12 Months or Greater, Unrealized Losses | (21) | |
Total Fair Values | 1,853 | 4,875 |
Total Unrealized Losses | $ (13) | $ (180) |
Mutual Funds [Member] | ||
Total number in loss position | Number | 1 | 2 |
Less Than 12 Months, Fair Values | $ 1,853 | $ 2,834 |
Less Than 12 Months, Unrealized Losses | (13) | (159) |
12 Months or Greater, Fair Values | 2,041 | |
12 Months or Greater, Unrealized Losses | (21) | |
Total Fair Values | 1,853 | 4,875 |
Total Unrealized Losses | $ (13) | $ (180) |
Patents, Trademark Rights and41
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Abandonment expense | $ 134 | $ 215 | $ 446 |
Amortization expenses | 50 | 34 | $ 31 |
Accumulated amortization | 193 | 143 | |
Patents [Member] | |||
Total cost | 1,065 | 1,005 | |
Additions to patent costs | 294 | $ 250 | |
Patent and Trademark Rights [Member] | |||
2,017 | 50 | ||
2,018 | 50 | ||
2,019 | 50 | ||
2,020 | 50 | ||
2,021 | $ 50 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Compensation | $ 297 | $ 229 |
Professional fees | 604 | 619 |
Clinical Trial expenses | 158 | 143 |
Other expenses | 489 | 228 |
Accrued expenses | $ 1,548 | $ 1,219 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 06, 2016 | Aug. 29, 2016 | Jul. 26, 2016 | Dec. 15, 2015 | Sep. 16, 2015 | Aug. 26, 2015 | Nov. 02, 2012 | Jul. 23, 2012 | Jun. 20, 2007 | May 01, 2004 | Nov. 19, 2002 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 26, 2016 | Dec. 08, 2011 | Jun. 24, 2009 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | ||||||||||||||||
Common stock,restrictions usage | 75,000,000 | |||||||||||||||||
Common stock, increase authorized | 150,000,000 | |||||||||||||||||
Common stock,unrestrictions usage | 5,583,000 | |||||||||||||||||
Maximum number of shares issued upon transaction, value | $ 174 | $ 9,681 | $ 12,817 | |||||||||||||||
Reverse stock split description | 12 to 1 reverse stock split on the outstanding shares | |||||||||||||||||
Common stock, shares outstanding | 24,202,921 | 20,629,957 | ||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 4,744 | $ 9,681 | 12,817 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||
Fair value of warrant | $ (1,677) | (14) | ||||||||||||||||
Number of shares granted | 247,917 | |||||||||||||||||
Unrecognized stock-based compensation | $ 266 | 199 | ||||||||||||||||
Unrecognized stock-based compensation period | 1 year | |||||||||||||||||
Warrant granted | 281,250 | |||||||||||||||||
Warrant per share | $ 11.88 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Common stock, shares authorized | 200,000,000 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Common stock, shares authorized | 350,000,000 | |||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||
Allocated share-based compensation expense | $ 410 | $ 181 | $ 326 | |||||||||||||||
Warrant [Member] | ||||||||||||||||||
Number of shares granted | 2,700,000 | 2,083 | ||||||||||||||||
Warrant granted | 25,000 | 2,083 | ||||||||||||||||
Warrant per share | $ 1.08 | |||||||||||||||||
Warrants issued | 33,333 | |||||||||||||||||
Warrants average exercise price per share | $ 1.74 | |||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||
Warrant per share | 1.56 | |||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||
Warrant per share | $ 2 | |||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||
Proceeds from foregoing transaction | $ 4,520 | |||||||||||||||||
Employees [Member] | ||||||||||||||||||
Weighted-average grant-date fair value | $ 189 | $ 121 | $ 230 | |||||||||||||||
Number of shares granted | 185,417 | 66,667 | 105,357 | |||||||||||||||
Weighted-average grant-date fair value per share | $ 1.58 | $ 3 | $ 11.64 | |||||||||||||||
Unvested weighted-average grant-date fair value | $ 185,417 | $ 66,667 | $ 105,357 | |||||||||||||||
Unvested weighted-average grant-date fair value per share | $ 0.50 | $ 0.76 | $ 2.16 | |||||||||||||||
Unrecognized stock-based compensation | $ 92 | $ 51 | $ 230 | |||||||||||||||
Non-Employees [Member] | ||||||||||||||||||
Weighted-average grant-date fair value | $ 63 | $ 0 | $ 5 | |||||||||||||||
Number of shares granted | 62,500 | 4,167 | ||||||||||||||||
Weighted-average grant-date fair value per share | $ 1.62 | $ 31.20 | ||||||||||||||||
Equity Distribution Agreement [Member] | ||||||||||||||||||
Common stock,unrestrictions usage | 67,000,000 | |||||||||||||||||
Maximum number of shares issued upon transaction | 60,000,000 | |||||||||||||||||
Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | ||||||||||||||||||
Proceeds from sale of equity | $ 10,000 | |||||||||||||||||
Maximum number of shares issued upon transaction, value | $ 45,930 | $ 75,000 | ||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds up to $10,000,000 | 4.00% | |||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds after $10,000,000 | 3.00% | |||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 1,524 | |||||||||||||||||
Equity Distribution Agreement [Member] | Chardan Capital Markets, LLC [Member] | ||||||||||||||||||
Maximum number of shares issued upon transaction | 114,394 | |||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 174 | |||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 3.00% | |||||||||||||||||
Shares issued price per share | $ 0 | |||||||||||||||||
Prospectus Supplement New Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | ||||||||||||||||||
Maximum number of shares issued upon transaction, value | $ 0 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||
Maximum number of shares issued upon transaction | 3,333,334 | |||||||||||||||||
Shares issued price per share | $ 1.50 | |||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | ||||||||||||||||||
Maximum number of shares issued upon transaction | 2,500,000 | |||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 4,520 | |||||||||||||||||
Shares issued price per share | $ 2 | |||||||||||||||||
Warrant initially exercisable term | 6 months | |||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||
Engagement Agreement [Member] | Wainwright & Co LLC [Member] | ||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 1.00% | |||||||||||||||||
Management fee | $ 70 | |||||||||||||||||
Fair value of warrant | $ 164 | |||||||||||||||||
Engagement Agreement [Member] | Wainwright & Co LLC [Member] | Placement Agent [Member] | ||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 7.00% | |||||||||||||||||
Engagement Agreement [Member] | Wainwright & Co LLC [Member] | Placement Agent [Member] | Warrant [Member] | ||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 5.00% | |||||||||||||||||
Shares issued price per share | $ 1.875 | |||||||||||||||||
Warrant outstanding | 166,667 | |||||||||||||||||
Warrant expiry date | Sep. 1, 2021 | |||||||||||||||||
Rights Agreement [Member] | Continental Stock Transfer & Trust Company [Member] | Right [Member] | ||||||||||||||||||
Description of dividend distribution | one Right for each outstanding share of Common Stock to stockholders | |||||||||||||||||
Dividend record date | Nov. 29, 2002 | |||||||||||||||||
Exercise price per share | $ 30 | |||||||||||||||||
Rights Agreement [Member] | Continental Stock Transfer & Trust Company [Member] | Right [Member] | Series A Junior Participating Preferred Stock [Member] | ||||||||||||||||||
Number of shares consists in each unit | 0.01 | |||||||||||||||||
Amended and Restated Rights Agreement [Member] | Continental Stock Transfer & Trust Company [Member] | Right [Member] | ||||||||||||||||||
Exercise price per share | $ 30 | |||||||||||||||||
Agreement extended term date | Nov. 18, 2017 | |||||||||||||||||
Warrant expiration date | Nov. 19, 2017 | |||||||||||||||||
Expiration price per share | $ 0.001 | |||||||||||||||||
Percentage of threshold limit on benefical conversion of common stock | 15.00% | |||||||||||||||||
Equity Incentive Plans 2009 [Member] | ||||||||||||||||||
Maximum number of shares issued upon transaction | 5,000,000 | |||||||||||||||||
Number of additional authorized shares under plan | 583,000 | |||||||||||||||||
Number of authorized shares under plan | 1,833,333 | 1,250,000 | ||||||||||||||||
Expiration period | 10 years | |||||||||||||||||
Vesting period | 3 years | |||||||||||||||||
Termination period for few participant | 2 years | |||||||||||||||||
Description of change in control | (a) the acquisition by any person or group, as beneficial owner, of 20% or more of the outstanding shares or the voting power of the outstanding securities of the Company; (b) either a majority of the Directors of the Company at the annual stockholders meeting has been nominated other than by or at the direction of the incumbent Directors of the Board, or the incumbent Directors cease to constitute a majority of the Companys Board; (c) the Companys stockholders approve a merger or other business combination pursuant to which the outstanding common stock of the Company no longer represents more than 50% of the combined entity after the transaction; (d) the Companys stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of the Companys assets; or (e) any other event or circumstance determined by the Companys Board to affect control of the Company and designated by resolution of the Board as a change in control. | |||||||||||||||||
Equity Incentive Plans 2009 [Member] | Equity Distribution Agreement [Member] | ||||||||||||||||||
Number of additional authorized shares under plan | 7,000,000 | |||||||||||||||||
Equity Incentive Plans 2004 [Member] | ||||||||||||||||||
Number of authorized shares under plan | 8,000,000 | |||||||||||||||||
Expiration period | 10 years | |||||||||||||||||
Expiration date | May 1, 2014 | |||||||||||||||||
Equity Incentive Plans 2007 [Member] | ||||||||||||||||||
Number of authorized shares under plan | 750,000 | |||||||||||||||||
Expiration period | 10 years | |||||||||||||||||
August 2016 Offering [Member] | Warrant [Member] | ||||||||||||||||||
Warrants issued | 2,666,667 | |||||||||||||||||
Warrants average exercise price per share | $ 1.99 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Options and Equity Estimated Based on Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 5 years | ||
Fair value for options and equity warrants | $ 0.99 | $ 1.80 | $ 2.16 |
Number of fair value for options and equity warrants issued | 281,250 | 68,750 | 109,524 |
Minimum [Member] | |||
Risk-free interest rate | 0.71% | 1.32% | 1.66% |
Expected life | 2 years 6 months | 2 years 6 months | |
Expected volatility | 85.18% | 83.84% | 84.497% |
Maximum [Member] | |||
Risk-free interest rate | 1.23% | 1.72% | 1.72% |
Expected life | 5 years | 5 years | |
Expected volatility | 94.81% | 85.22% | 92.631% |
Stockholders' Equity - Schedu45
Stockholders' Equity - Schedule of Stock Option Activity Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Granted | 247,917 | ||
Minimum [Member] | |||
Outstanding, end of year | $ 0.69 | ||
Maximum [Member] | |||
Outstanding, end of year | $ 1.26 | ||
2004 Equity Incentive Plans [Member] | |||
Number of Options Outstanding, beginning of year | 388,225 | 488,719 | 540,078 |
Granted | |||
Forfeited | (104,698) | (100,493) | (51,359) |
Exercised | |||
Number of Options Outstanding, end of year | 283,527 | 388,225 | 488,719 |
Number of Options Exercisable at end of year | 283,527 | 388,225 | 488,719 |
Available for future grants | |||
Granted | |||
Exercised | |||
Outstanding, beginning of year | $ 34.56 | 32.28 | 32.16 |
Granted | |||
Forfeited | 38.08 | 23.40 | 30.96 |
Exercised | |||
Outstanding, end of year | 33.20 | 34.56 | 32.28 |
Exercisable, end of year | $ 33.20 | $ 34.56 | $ 32.28 |
2004 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 1 year | 1 year | 1 year |
Outstanding, beginning of year | $ 15.60 | $ 15.60 | $ 15.60 |
Forfeited | 25.32 | 19.56 | 22.80 |
Outstanding, end of year | 15.60 | 15.60 | 15.60 |
Exercisable, end of year | $ 15.60 | $ 15.60 | $ 15.60 |
2004 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 2 years | 3 years | 4 years |
Outstanding, beginning of year | $ 72 | $ 72 | $ 72 |
Forfeited | 46.32 | 34.44 | 41.28 |
Outstanding, end of year | 72 | 72 | 72 |
Exercisable, end of year | $ 72 | $ 72 | $ 72 |
2007 Equity Incentive Plans [Member] | |||
Number of Options Outstanding, beginning of year | 129,167 | 129,167 | 129,167 |
Granted | |||
Forfeited | |||
Exercised | |||
Number of Options Outstanding, end of year | 129,167 | 129,167 | 129,167 |
Number of Options Exercisable at end of year | 129,167 | 129,167 | 129,167 |
Available for future grants | 250 | 250 | 250 |
Granted | |||
Forfeited | |||
Exercised | |||
Outstanding, beginning of year | $ 26.04 | $ 26.04 | 26.04 |
Granted | |||
Forfeited | |||
Exercised | |||
Outstanding, end of year | 26.04 | 26.04 | 26.04 |
Exercisable, end of year | $ 26.04 | $ 26.04 | $ 26.04 |
2007 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 2 years | 3 years | 4 years |
Outstanding, beginning of year | $ 8.64 | $ 8.64 | $ 8.64 |
Outstanding, end of year | 8.64 | 8.64 | 8.64 |
Exercisable, end of year | $ 8.64 | $ 8.64 | $ 8.64 |
2007 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 4 years | 5 years | 6 years |
Outstanding, beginning of year | $ 36.60 | $ 36.60 | $ 36.60 |
Outstanding, end of year | 36.60 | 36.60 | 36.60 |
Exercisable, end of year | $ 36.60 | $ 36.60 | $ 36.60 |
2009 Equity Incentive Plans [Member] | |||
Number of Options Outstanding, beginning of year | 651,628 | 639,438 | 559,081 |
Granted | 247,917 | 66,667 | 109,524 |
Forfeited | (204,483) | (54,477) | (29,167) |
Exercised | |||
Number of Options Outstanding, end of year | 695,061 | 651,628 | 639,438 |
Number of Options Exercisable at end of year | 578,047 | 623,850 | 577,445 |
Available for future grants | 532,920 | 695,106 | 123,962 |
Granted | $ 3 | ||
Exercised | |||
Outstanding, beginning of year | 5.52 | 6.60 | 7.32 |
Granted | 1.59 | 3 | 4.80 |
Forfeited | 3.53 | 20.88 | 17.40 |
Exercised | |||
Outstanding, end of year | 4.70 | 5.52 | 6.60 |
Exercisable, end of year | $ 5.32 | $ 5.52 | $ 6.60 |
2009 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 3 years | 4 years | 5 years |
Outstanding, beginning of year | $ 2.52 | $ 2.52 | $ 2.52 |
Granted | 1.56 | 3.96 | |
Forfeited | 1.56 | 3 | 3.72 |
Outstanding, end of year | 1.56 | 2.52 | 2.52 |
Exercisable, end of year | $ 1.56 | $ 2.52 | $ 2.52 |
2009 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 10 years | 10 years | 10 years |
Outstanding, beginning of year | $ 48.36 | $ 48.36 | $ 48.36 |
Granted | 48.36 | 31.20 | |
Forfeited | 22.80 | 48.36 | 33.72 |
Outstanding, end of year | 48.36 | 48.36 | 48.36 |
Exercisable, end of year | $ 48.36 | $ 48.36 | $ 48.36 |
Stockholders' Equity - Schedu46
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Granted | 247,917 | ||
Employees [Member] | |||
Number of Options Outstanding, beginning of year | 893,771 | 940,657 | 884,290 |
Granted | 185,417 | 66,667 | 105,357 |
Forfeited | (242,932) | (113,553) | (48,990) |
Number of Options Outstanding, end of year | 836,256 | 893,771 | 940,657 |
Number of Options Vested and expected to vest | 836,256 | ||
Number of Options Exercisable at end of year | 745,630 | ||
Weighted Average Exercise Price Outstanding, beginning of year | $ 18.96 | $ 19.68 | $ 20.76 |
Weighted Average Exercise Price Granted | 1.58 | 3 | 11.64 |
Weighted Average Exercise Price Forfeited | 13.06 | 15.72 | 21.36 |
Weighted Average Exercise Price Outstanding, end of year | 16.82 | $ 18.96 | $ 19.68 |
Weighted Average Exercise Price Vested and expected to vest | 16.82 | ||
Outstanding, end of year | $ 17.39 | ||
Weighted Average Remaining Contracted Term Outstanding, beginning of year | 4 years 11 days | 4 years 7 months 10 days | 4 years 11 months 1 day |
Weighted Average Remaining Contracted Term Outstanding, end of year | 4 years 5 months 19 days | 4 years 7 days | 4 years 7 months 10 days |
Weighted Average Remaining Contracted Term Vested and expected to vest | 4 years 5 months 19 days | ||
Weighted Average Remaining Contracted Term Exercisable at end of year | 3 years 11 days | ||
Aggregate Intrinsic Value Outstanding, beginning of year | |||
Aggregate Intrinsic Value Outstanding, end of year | |||
Non-Employees [Member] | |||
Number of Options Outstanding, beginning of year | 275,250 | 316,667 | 344,036 |
Granted | 62,500 | 4,167 | |
Exercised | |||
Forfeited | (66,250) | (41,417) | (31,536) |
Number of Options Outstanding, end of year | 271,500 | 275,250 | 316,667 |
Number of Options Vested and expected to vest | 271,500 | ||
Number of Options Exercisable at end of year | 244,417 | ||
Weighted Average Exercise Price Outstanding, beginning of year | $ 15.48 | $ 16.32 | $ 17.76 |
Weighted Average Exercise Price Granted | 1.64 | 31.20 | |
Weighted Average Exercise Price Exercised | |||
Weighted Average Exercise Price Forfeited | 23.22 | 22.32 | 33.36 |
Weighted Average Exercise Price Outstanding, end of year | 10.41 | $ 15.48 | $ 16.32 |
Weighted Average Exercise Price Vested and expected to vest | 10.41 | ||
Outstanding, end of year | $ 11.36 | ||
Weighted Average Remaining Contracted Term Outstanding, beginning of year | 4 years 3 months 22 days | 4 years 9 months | 5 years 4 days |
Weighted Average Remaining Contracted Term Outstanding, end of year | 4 years 7 months 28 days | 4 years 3 months 22 days | 4 years 9 months |
Weighted Average Remaining Contracted Term Vested and expected to vest | 4 years 2 months 19 days | ||
Weighted Average Remaining Contracted Term Exercisable at end of year | 4 years 7 months 28 days | ||
Aggregate Intrinsic Value Outstanding, beginning of year | |||
Aggregate Intrinsic Value Outstanding, end of year |
Stockholders' Equity - Schedu47
Stockholders' Equity - Schedule of Unvested Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options, Granted | 247,917 | ||
Employees [Member] | |||
Number of Options Outstanding, beginning of year | 27,777 | 59,216 | 43,750 |
Number of Options, Granted | 185,417 | 66,667 | 105,357 |
Number of Options, Vested | (122,569) | (98,106) | (89,891) |
Number of Options, Forfeited | |||
Number of Options Outstanding, end of year | 90,625 | 27,777 | 59,216 |
Weighted Avrage Exercise Price Outstanding, beginning of year | $ 3.48 | $ 16.56 | $ 3.48 |
Weighted Avrage Exercise Price, Granted | 1.58 | 3 | 11.64 |
Weighted Avrage Exercise Price, Vested | 1.72 | 11.04 | 4.56 |
Weighted Avrage Exercise Price, Forfeited | |||
Weighted Avrage Exercise Price Outstanding, end of year | $ 1.72 | $ 3.48 | $ 16.56 |
Average Remaining Contractual Term Outstanding, beginning of year | 7 years 9 months 26 days | 8 years 9 months 4 days | 8 years 4 months 17 days |
Average Remaining Contractual Term, Granted | 0 years | 0 years | 0 years |
Average Remaining Contractual Term, Vested | 0 years | 0 years | 0 years |
Average Remaining Contractual Term, Forfeited | 0 years | 0 years | 0 years |
Average Remaining Contractual Term Outstanding, end of year | 9 years 3 months 29 days | 7 years 9 months 26 days | 8 years 9 months 4 days |
Aggregate Intrinsic Value Outstanding, beginning of year | |||
Aggregate Intrinsic Value, Granted | |||
Aggregate Intrinsic Value, Vested | |||
Aggregate Intrinsic Value, Forfeited | |||
Aggregate Intrinsic Value Outstanding, end of year | |||
Non-Employees [Member] | |||
Number of Options Outstanding, beginning of year | 2,778 | 39,236 | |
Number of Options, Granted | 62,500 | 4,167 | |
Number of Options, Vested | 23,611 | (2,778) | (40,625) |
Number of Options, Forfeited | (12,500) | ||
Number of Options Outstanding, end of year | 26,389 | 2,778 | |
Weighted Avrage Exercise Price Outstanding, beginning of year | $ 31.20 | $ 3 | |
Weighted Avrage Exercise Price, Granted | 1.62 | 31.20 | |
Weighted Avrage Exercise Price, Vested | 1.63 | 31.20 | 3.96 |
Weighted Avrage Exercise Price, Forfeited | 1.56 | ||
Weighted Avrage Exercise Price Outstanding, end of year | $ 1.65 | $ 31.20 | |
Average Remaining Contractual Term Outstanding, beginning of year | 0 years | 9 years 29 days | 9 years 7 months 10 days |
Average Remaining Contractual Term, Granted | 0 years | ||
Average Remaining Contractual Term, Vested | 0 years | ||
Average Remaining Contractual Term, Forfeited | 0 years | ||
Average Remaining Contractual Term Outstanding, end of year | 8 years 7 months 10 days | 0 years | 9 years 29 days |
Aggregate Intrinsic Value Outstanding, beginning of year | |||
Aggregate Intrinsic Value, Granted | |||
Aggregate Intrinsic Value, Vested | |||
Aggregate Intrinsic Value, Forfeited | |||
Aggregate Intrinsic Value Outstanding, end of year |
Stockholders' Equity - Schedu48
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Granted | 247,917 | ||
Warrant [Member] | |||
Number of Options Outstanding, beginning of year | 147,183 | 199,922 | 1,102,354 |
Granted | 2,700,000 | 2,083 | |
Forfeited | (16,667) | (54,822) | (902,432) |
Exercised | |||
Number of Options Outstanding, end of year | 2,830,516 | 147,183 | 199,922 |
Number of Options Exercisable at end of year | 2,830,516 | 147,183 | 199,922 |
Weighted average remaining contractual life (years) | 4 years 7 months 6 days | 4 years 4 months 24 days | 4 years 9 months 18 days |
Granted | $ 1.08 | ||
Forfeited | $ 6 | ||
Exercised | |||
Outstanding, beginning of year | 5.76 | 6.72 | 15.12 |
Granted | 1.99 | 1.08 | |
Forfeited | 6 | 9.24 | 16.92 |
Exercised | |||
Outstanding, end of year | 2.16 | 5.76 | 6.72 |
Exercisable, end of year | $ 2.16 | $ 5.76 | $ 6.72 |
Minimum [Member] | Warrant [Member] | |||
Years exercisable | 2,017 | 2,017 | 2,014 |
Outstanding, beginning of year | $ 3 | $ 3 | $ 3 |
Granted | 1.56 | ||
Forfeited | 6.12 | 3.48 | |
Outstanding, end of year | 1.08 | 3 | 3 |
Exercisable, end of year | $ 1.08 | $ 3 | $ 3 |
Maximum [Member] | Warrant [Member] | |||
Years exercisable | 2,023 | 2,023 | 2,023 |
Outstanding, beginning of year | $ 24 | $ 24 | $ 24 |
Granted | 2 | ||
Forfeited | 18.60 | 19.80 | |
Outstanding, end of year | 24 | 24 | 24 |
Exercisable, end of year | $ 24 | $ 24 | $ 24 |
Segment and Related Informati49
Segment and Related Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2016Number | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Research, Consulting and Supp50
Research, Consulting and Supply Agreements (Details Narrative) - USD ($) $ in Thousands | Jul. 31, 2015 | Mar. 09, 2015 | Oct. 02, 2011 | Sep. 06, 2011 | Nov. 30, 2014 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fourth Amendment Supply Agreement [Member] | Jubilant Hollister-Stier Laboratories LLC [Member] | |||||||||
Agreement expiration date | Mar. 11, 2014 | ||||||||
Purchase commitment | $ 700 | ||||||||
Fees and expenses | |||||||||
Commercial Supply Agreement [Member] | Althea Technologies, Inc [Member] | |||||||||
Purchase commitment | $ 622 | 210 | |||||||
Marketing, Education & Sales Agreement [Member] | Asembia [Member] | |||||||||
Agreement expiration date | Aug. 14, 2017 | ||||||||
Fees and expenses | |||||||||
Agreement term | 3 years | ||||||||
Distribution Agreement [Member] | BioRidge Pharma, LLC [Member] | |||||||||
Agreement expiration date | Aug. 14, 2017 | ||||||||
Fees and expenses | 0 | 2 | 21 | ||||||
Agreement term | 3 years | ||||||||
Distribution Agreement [Member] | Emerge Health Pty Ltd [Member] | |||||||||
Agreement term | 5 years | ||||||||
Consulting Services Agreement [Member] | |||||||||
Consulting service fees | $ 285 | $ 1,668 | $ 1,286 | ||||||
Consulting Services Agreement [Member] | Minimum [Member] | |||||||||
Exercised period | 1 year | ||||||||
Consulting Services Agreement [Member] | Maximum [Member] | |||||||||
Exercised period | 3 years |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - Hemispherx Biopharma Employees 401(k) Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum eligilibity of employee service period | 1 year | ||
Percentage of maximum annual contribution per employee, as percentage of their annual salary | 15.00% | ||
Employer matching contribution vesting period | 1 year | ||
Percentage of employer matching contribution | 6.00% | ||
Employer contributions to the plan | $ 0 | $ 167 | $ 170 |
Royalties, License and Employ52
Royalties, License and Employment Agreements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 06, 2016 | |
Share price per share | $ 1.39 | |||
Stock compensation expense | $ 52 | $ 121 | $ 223 | |
Maximum [Member] | ||||
Share price per share | $ 1.26 | |||
Minimum [Member] | ||||
Share price per share | $ 0.69 | |||
Chief Executive Officer [Member] | ||||
Number of option granted | 25,000 | 25,000 | 25,000 | |
Expiration period | 10 years | 10 years | 10 years | |
Share price per share | $ 1.68 | $ 3 | $ 4.32 | |
Chief Financial Officer [Member] | ||||
Number of option granted | 12,500 | |||
Expiration period | 10 years | |||
Share price per share | $ 1.56 | |||
Chief Scientific Officer [Member] | ||||
Number of option granted | 12,500 | |||
Expiration period | 10 years | |||
Share price per share | $ 1.56 | |||
Employment Contractual Agreements [Member] | Executive Officer [Member] | ||||
Annual base compensation | $ 983 | $ 2,259 | $ 2,249 | |
Performance bonus | $ 0 | $ 0 | $ 386 | |
Employment Contractual Agreements [Member] | Executive Officer [Member] | Maximum [Member] | ||||
Percent of performance bonus | 25.00% | |||
Employment Contractual Agreements [Member] | Executive Officer [Member] | Minimum [Member] | ||||
Percent of performance bonus | 20.00% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Rent expense | $ 178 | $ 166 | $ 163 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 161 |
2,018 | 68 |
Total future minimum payments operating lease | $ 229 |
Income Taxes (FASB ASC 740 In55
Income Taxes (FASB ASC 740 Income Taxes) (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | |
Federal [Member] | |||||
Net operating loss carryforwards | $ 174,000 | $ 166,000 | $ 151,000 | ||
Description of operating loss carryforwards | expiring in the years 2018 through 2036 | expiring in the years 2018 through 2035 | expiring in the years 2018 through 2034 | ||
Pennsylvania Division of Tax [Member] | |||||
Net operating loss carryforwards | $ 36,000 | $ 36,000 | $ 36,000 | ||
Description of operating loss carryforwards | expiring in the years 2018 through 2033 | expiring in the years 2018 through 2033 | expiring in the years 2018 through 2033 | ||
New Jersey Division of Taxation [Member] | |||||
Net operating loss carryforwards | $ 8,000 | $ 29,000 | $ 28,000 | ||
Description of operating loss carryforwards | expiring in 2036 | expiring in the years 2034 and 2035 | expiring in the years 2033 and 2034 | ||
New Jersey Division of Taxation [Member] | 2013 TaxYear [Member] | |||||
Net operating loss carryforwards | $ 14,300 | ||||
Approximate value of operating loss carryforwards | $ 1,374 | ||||
New Jersey Division of Taxation [Member] | 2014 TaxYear [Member] | |||||
Net operating loss carryforwards | $ 16,000 | ||||
Approximate value of operating loss carryforwards | 1,320 | ||||
Research and development credits | $ 241 | ||||
New Jersey Division of Taxation [Member] | 2015 TaxYear [Member] | |||||
Net operating loss carryforwards | $ 14,000 | ||||
Approximate value of operating loss carryforwards | 1,120 | ||||
Research and development credits | $ 189 |
Income Taxes (FASB ASC 740 In56
Income Taxes (FASB ASC 740 Income Taxes) - Schedule of Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 59,200 | $ 56,300 |
Amortization & depreciation | 132 | 88 |
Research and development costs | 691 | |
Stock compensation | 139 | 62 |
Total deferred tax assets | 59,741 | 57,141 |
Research and development costs | 375 | |
Deferred tax assets, net | 59,096 | 57,141 |
Less: Valuation allowance | (59,096) | (57,141) |
Deferred tax assets, net |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | Oct. 04, 2016 | Sep. 19, 2016 | Feb. 10, 2016 | Apr. 19, 2015 | Jan. 13, 2015 | Jul. 31, 2009 |
Case No. 2:13-cv-00243-WY [Member] | ||||||
Settlement awarded to plaintiffs | $ 660,000 | |||||
Term, No. 110 [Member] | ||||||
Settlement awarded to plaintiffs | 660,000 | |||||
Term, No. 3458 [Member] | ||||||
Settlement awarded to plaintiffs | $ 660,000 | |||||
Case No. 8657 [Member] | ||||||
Settlement awarded to plaintiffs | $ 1,250,000 | |||||
Cato Capital, LLC [Member] | ||||||
Settlement awarded to plaintiffs | $ 829,579 | |||||
Cost of appeal | $ 48,726 | |||||
November 2008 Agreement [Member] | Cato Capital, LLC [Member] | ||||||
Value of damages sought awarded | $ 9,830,000 | |||||
Value of damages sought paid | $ 770,853 |
Certain Relationships and Rel58
Certain Relationships and Related Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Lease fees | $ 178 | $ 166 | $ 163 |
Employment Contractual Agreements [Member] | Executive Performance Incentive Program [Member] | Mr.Thomas K. Equels [Member] | |||
Compensation paid | $ 39 | ||
Parentage of cost recovery of sales revenue | 5.00% | ||
Employment Contractual Agreements [Member] | 2016 Senior Executive Deferred Cash Performance Award Plan [Member] | Mr.Thomas K. Equels [Member] | |||
Compensation paid | $ 131 | ||
Threshold stock price trigger per share | $ 0.20 | ||
Employment Contractual Agreements [Member] | General and Administrative Expense [Member] | Executive Performance Incentive Program [Member] | |||
Compensation paid | $ 0 | 262 | 641 |
Equels Law Firm [Member] | |||
Compensation paid | 0 | 42 | 303 |
Lease fees | 0 | ||
Officer fees | $ 20 | $ 182 | $ 182 |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) $ in Thousands | Sep. 06, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | |||
Expected dividend yield | $ 0 | ||
Floor rate used as proxy for future volatility percentage | 100.00% | ||
Redeemable warrants | $ 940 | ||
Fair Value of redeemable warrants | $ 2,617 |
Fair Value - Schedule of Assump
Fair Value - Schedule of Assumptions to Estimate the Fair Value of Warrants (Details) - $ / shares | Sep. 06, 2016 | Dec. 31, 2016 |
Underlying price per share | $ 1.39 | |
Risk-free interest rate | 1.21% | 1.86% |
Expected holding period | 5 years | 4 years 8 months 12 days |
Expected volatility | 90.00% | 85.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Underlying price per share | $ 0.69 | |
Exercise price per share | $ 1.88 | 1.88 |
Maximum [Member] | ||
Underlying price per share | 1.26 | |
Exercise price per share | $ 2 | $ 2 |
Fair Value - Schedule of Range
Fair Value - Schedule of Range of Probabilities (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | |
Percentage of probability | 0.50% |
Medium [Member] | |
Percentage of probability | 1.00% |
Maximum [Member] | |
Percentage of probability | 5.00% |
Fair Value - Schedule of Assets
Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Marketable Securities | $ 3,460 | $ 6,795 |
Redeemable warrants | 940 | |
Level 1 [Member] | ||
Marketable Securities | 3,460 | 6,795 |
Redeemable warrants | ||
Level 2 [Member] | ||
Marketable Securities | ||
Redeemable warrants | ||
Level 3 [Member] | ||
Marketable Securities | ||
Redeemable warrants | $ 940 |
Fair Value - Schedule of Change
Fair Value - Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |||
Balance at beginning | $ 14 | ||
Issuance of warrants | 2,617 | (14) | |
Fair value adjustments | (1,677) | ||
Balance at ending | $ 940 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Proceeds from sale of common stock | $ 4,744 | $ 9,681 | $ 12,817 |
Warrant per share | $ 11.88 | ||
Subsequent Event [Member] | Definitive Agreements Member] | |||
Proceeds from sale of common stock | $ 850 | ||
Purchase price per share | $ 0.55 | ||
Warrant per share | 0.75 | ||
Exercise price per share | $ 0.75 | ||
Warrants issued to purchase an aggregate number of shares | 90,909 |