Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CYTORI THERAPEUTICS, INC. | |
Entity Central Index Key | 1,095,981 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 61,622,799 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 5,902 | $ 9,550 |
Accounts receivable, net of reserves of $167 in both 2018 and 2017 | 769 | 145 |
Restricted cash | 40 | 675 |
Inventories, net | 3,188 | 3,183 |
Other current assets | 837 | 1,311 |
Total current assets | 10,736 | 14,864 |
Property and equipment, net | 2,907 | 3,052 |
Other assets | 2,182 | 2,570 |
Intangibles, net | 6,895 | 7,207 |
Goodwill | 3,922 | 3,922 |
Total assets | 26,642 | 31,615 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,150 | 4,790 |
Current portion of long-term obligations, net of discount | 13,729 | 13,624 |
Total current liabilities | 17,879 | 18,414 |
Deferred revenues | 178 | 94 |
Long-term deferred rent and other | 105 | 107 |
Total liabilities | 18,162 | 18,615 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 23,500 shares issued; 1,203 and 2,431 shares outstanding in 2018 and 2017, respectively | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 61,613,798 and 57,825,729 shares issued and outstanding in 2018 and 2017, respectively | 62 | 58 |
Additional paid-in capital | 413,470 | 413,304 |
Accumulated other comprehensive income | 1,106 | 1,387 |
Accumulated deficit | (406,158) | (401,749) |
Total stockholders’ equity | 8,480 | 13,000 |
Total liabilities and stockholders’ equity | $ 26,642 | $ 31,615 |
CONSOLIDATED CONDENSED BALANCE3
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, reserves | $ 167 | $ 167 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 23,500 | 23,500 |
Preferred stock, shares outstanding (in shares) | 1,203 | 2,431 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 61,613,798 | 57,825,729 |
Common stock, shares outstanding (in shares) | 61,613,798 | 57,825,729 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Product revenues | $ 731 | $ 591 |
Cost of product revenues | 273 | 410 |
Amortization of intangible assets | 306 | 306 |
Gross (loss) profit | 152 | (125) |
Development revenues: | ||
Government contracts and other | 917 | 1,018 |
Total development revenues | 917 | 1,018 |
Operating expenses: | ||
Research and development | 2,499 | 3,289 |
Sales and marketing | 678 | 939 |
General and administrative | 2,244 | 2,108 |
Total operating expenses | 5,421 | 8,022 |
Operating loss | (4,352) | (7,129) |
Other income (expense): | ||
Interest income | 14 | 11 |
Interest expense | (423) | (591) |
Other income, net | 352 | 165 |
Total other expense | (57) | (415) |
Net loss | $ (4,409) | $ (7,544) |
Basic and diluted net loss per share | $ (0.07) | $ (0.33) |
Basic and diluted weighted average shares used in calculating net loss per share | 60,177,911 | 22,736,366 |
Comprehensive loss: | ||
Net loss | $ (4,409) | $ (7,544) |
Other comprehensive loss – foreign currency translation adjustments | (281) | (60) |
Comprehensive loss | (4,690) | (7,604) |
Azaya Therapeutics, Inc. [Member] | ||
Operating expenses: | ||
In process research and development acquired from Azaya Therapeutics | $ 0 | $ 1,686 |
CONSOLIDATED CONDENSED STATEME5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (4,409) | $ (7,544) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 497 | 442 |
Amortization of deferred financing costs and debt discount | 105 | 219 |
Provision for expired inventory | 326 | 340 |
Share-based compensation expense | 143 | 199 |
Loss on asset disposal | 22 | 2 |
Increases (decreases) in cash caused by changes in operating assets and liabilities: | ||
Accounts receivable | (747) | 335 |
Inventories | 141 | 7 |
Other current assets | 301 | (65) |
Other assets | (24) | 24 |
Accounts payable and accrued expenses | (556) | (484) |
Deferred revenues | 84 | 12 |
Long-term deferred rent | (2) | 0 |
Net cash used in operating activities | (4,119) | (4,827) |
Cash flows from investing activities: | ||
Purchases of property and equipment /long-lived assets | (53) | (5) |
Net cash used in investing activities | (53) | (1,163) |
Cash flows from financing activities: | ||
Principal payments on long-term obligations | 0 | (1,770) |
Proceeds from sale of common stock, net | (150) | 1,435 |
Net cash used in financing activities | (150) | (335) |
Effect of exchange rate changes on cash and cash equivalents | 39 | 20 |
Net decrease in cash and cash equivalents | (4,283) | (6,305) |
Cash, cash equivalents, and restricted cash at beginning of period | 10,225 | 12,910 |
Cash, cash equivalents, and restricted cash at end of period | 5,942 | 6,605 |
Cash paid during period for: | ||
Interest | 311 | 384 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of preferred stock into common stock | 4 | 0 |
Azaya Therapeutics, Inc. [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
In process research and development acquired from Azaya Therapeutics | 0 | 1,686 |
Cash flows from investing activities: | ||
Purchases of property and equipment /long-lived assets | 0 | (1,158) |
Supplemental schedule of non-cash investing and financing activities: | ||
Liabilities assumed in payment for assets acquired | 0 | 279 |
Common stock issued in payment for the assets acquired | $ 0 | $ 2,311 |
Basis of Presentation and New A
Basis of Presentation and New Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and New Accounting Standards | 1. Basis of Presentation and New Accounting Standards Our accompanying unaudited consolidated condensed financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. Our consolidated condensed balance sheet at December 31, 2017 has been derived from the audited financial statements at December 31, 2017, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of Cytori Therapeutics, Inc., and our subsidiaries (collectively, the “Company”) have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These financial statements should be read in conjunction with the consolidated financial statements and notes therein included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 9, 2018. Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation. Recently Issued and Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In February 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, to simplify how all entities assess goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact that this standard will have on our consolidated financial statements. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers cumulative effect of applying the new standards as of the adoption date on In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Restricted Cash in the first quarter of 2018, . The new guidance did not have a material impact on the Company's consolidated financial statements. Cash, cash equivalents, and restricted cash reported on the Consolidated Condensed Statements of Cash Flows includes restricted cash of $0.4 million, $0.4 million, $0.7 million, and $40 thousand as of December 31, 2016, March 31, 2017, December 31, 2017 and March 31, 2018, respectively. |
Use of Estimates
Use of Estimates | 3 Months Ended |
Mar. 31, 2018 | |
Use Of Estimates [Abstract] | |
Use of Estimates | 2. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting 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 revenue and expenses during the reporting period. Our most significant estimates and critical accounting policies involve recognizing revenue, reviewing goodwill and intangible assets for impairment, determining the assumptions used in measuring share-based compensation expense, measuring expense related to our in-process research and development Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the consolidated financial statements in the periods they are determined to be necessary. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2018 | |
Liquidity [Abstract] | |
Liquidity | 3. Liquidity We incurred net losses of $4.4 million for the three months ended March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2018 Further, the Loan and Security Agreement, with Oxford Finance, LCC (“Oxford”), as further described in Note 4, requires maintaining a minimum of $1.5 million in unrestricted cash and cash equivalents on hand to avoid an event of default under the Loan and Security Agreement. Based on our cash and cash equivalents on hand of approximately $5.9 million at March 31, 2018 To date, these operating losses have been funded primarily from outside sources of invested capital including our recently completed 2017 Rights Offering, our Lincoln Park Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), the Loan and Security Agreement and gross profits. We have had, and we will continue to have, an ongoing need to raise additional cash from outside sources to fund our future clinical development programs and other operations. Our inability to raise additional cash will have a material and adverse impact on operations and will cause us to default on our loan. On December 22, 2016, we entered into a purchase agreement and a registration rights agreement, with Lincoln Park pursuant to which we have the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $20.0 million of shares of the Company’s common stock over the 30-month period following March 31, 2017, subject to the satisfaction of certain conditions. See Note 11 for further discussion on the Lincoln Park agreement. On April 11, 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC “Maxim”) relating to the issuance and sale of 8.6 million shares of our common stock, par value $0.001 per share. The price to the public in this offering was $1.10 per share. Maxim agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $1.0395 per share. The net proceeds to us from the offering were approximately $8.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The offering closed purchase up to 944,000 additional shares of common stock. On May 31, 2017, Maxim exercised their overallotment option and purchased 849,000 shares at $1.10 per share. The net proceeds to us were $0.8 million, after deducting underwriting costs and offering expenses payable by us. On September 5, 2017, we received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the last 30 consecutive business days, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a period of 180 calendar days, or until March 5, 2018, in which to regain compliance. We were granted an additional compliance period of 180 calendar days, or until September 4, 2018, in which to regain compliance after meeting the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and providing notice to Nasdaq of our intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. In order to regain compliance with the minimum bid price requirement, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. On November 28, 2017, we closed a rights offering originally filed under a Form S-1 registration statement in August 2017 (“2017 Rights Offering”). Pursuant to the 2017 Rights Offering, the Company sold an aggregate of 10,000 units consisting of a total of 10,000 shares of Series B Convertible Preferred Stock, immediately convertible into approximately 30,000,000 shares of common stock and 18,000,000 warrants, with each warrant exercisable for one share of common stock at an exercise price of $0.3333 per share, resulting in total net proceeds to the Company of $8.8 million. These warrants only become exercisable upon stockholder approval. We continue to seek additional capital through product revenues, strategic transactions, including extension opportunities under our awarded U.S. Department of Health and Human Service’s Biomedical Advanced Research and Development Authority (“BARDA”) contract, and from other financing alternatives. Without additional capital, current working capital and cash generated from sales will not provide adequate funding for research, sales and marketing efforts and product development activities at their current levels. If sufficient capital is not raised, we will at a minimum need to significantly reduce or curtail our research and development and other operations, and this could negatively affect our ability to achieve corporate growth goals. Should we be unable to raise additional cash from outside sources, this will have a material adverse impact on our operations. The accompanying consolidated condensed financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 4. Long-term Debt On May 29, 2015, we entered into the Loan and Security Agreement, dated May 29, 2015, with Oxford, pursuant to which it funded an aggregate principal amount of $17.7 million (“Term Loan”), subject to the terms and conditions set forth in the Loan and Security Agreement. The Term Loan accrues interest at a floating rate of at least 8.95% per annum, comprised of three-month LIBOR rate with a floor of 1.00% plus 7.95%. Pursuant to the Loan and Security Agreement, we were previously required to make interest only payments through June 1, 2016 and thereafter we were required to make payments of principal and accrued interest in equal monthly installments sufficient to amortize the Term Loan through June 1, 2019, the maturity date. On February 23, 2016, we received an acknowledgement and agreement from Oxford related to the positive data on our U.S. ACT-OA clinical trial. As a result, pursuant to the Loan and Security Agreement, the period for which we are required to make interest-only payments was extended from July 1, 2016 to January 1, 2017. All unpaid principal and interest with respect to the Term Loan is due and payable in full on June 1, 2019. At maturity of the Term Loan, or earlier repayment in full following voluntary prepayment or upon acceleration, we are required to make a final payment in an aggregate amount equal to approximately $1.1 million. In connection with the Term Loan, on May 29, 2015, we issued to Oxford warrants to purchase an aggregate of 94,441 shares of our common stock at an exercise price of $10.35 per share. These warrants became exercisable as of November 30, 2015 and will expire on May 29, 2025 and, following the authoritative accounting guidance, are equity classified and its respective fair value was recorded as a discount to the debt. On September 20, 2017, we entered into an amendment to the Term Loan, pursuant to which, among other things, Oxford and the Lenders agreed to reduce the minimum liquidity covenant level originally at $5 million to $1.5 million. The amendment also extended the interest-only period under the Loan Agreement through August The Term Loan, as amended, is collateralized by a security interest in substantially all of the Company’s existing and subsequently acquired assets, including its intellectual property assets, subject to certain exceptions set forth in the Loan and Security Agreement, as amended. The intellectual property asset collateral will be released upon the Company achieving certain liquidity level when the total principal outstanding under the Loan Agreement is less than $3 million. March 31, 2018 Our interest expense for the three months ended March 31, 2018 and 2017 , The Term Loan Agreement contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain obligations under the Term Loan, as amended, and the occurrence of a material adverse change, which is defined as a material adverse change in our business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan. In the event of default by us or a declaration of material adverse change by our lender, under the Term Loan, the lender would be entitled to exercise its remedies thereunder, including the right to accelerate the debt, upon which we may be required to repay all amounts then outstanding under the Term Loan, which could materially harm our financial condition. As of March 31, 2018 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 5. Revenue Recognition Product Sales Our revenue is generated primarily from the sale of products. Product revenue primarily consists of sales of Celution devices and consumables for commercial and research purposes. The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Typically, if there are multiple items included on a single order, they are delivered at the same time. Revenue is recognized at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. The sale arrangements do not include any variable consideration. Advance payments from customers are recorded as deferred revenue. Shipping and handling activities that occur after the customer obtains control of the goods are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred. The following table represents revenue by product (in thousands): March 31, 2018 March 31, 2017 Consumable $ 559 $ 509 Device 94 30 Other products 78 52 $ 731 $ 591 Product revenues, classified by geographic location, are as follows (in thousands): Three months ended March 31, 2018 March 31, 2017 Product Revenues % of Total Product Revenues % of Total Americas $ 45 6 % $ 148 25 % Japan 578 79 % 320 54 % EMEA 90 12 % 112 19 % Asia Pacific 18 3 % 11 2 % Total product revenues $ 731 100 % $ 591 100 % Concentration of Significant Customers Four direct customers comprised 66% of our revenue recognized for the three months ended March 31, 2018. Three direct customers, two distributors and one licensee accounted for 75% of total outstanding accounts receivable (excluding receivables from the Biomedical Advanced Research Development Authority, a division of the U.S. Department of Health and Human Services Three direct customers comprised 51% of our revenue recognized for the three months ended March 31, 2017. Two direct customers accounted for 53% of total outstanding accounts receivable as of March 31, 2017. Development Revenue We earn revenue for performing tasks under research and development agreements with governmental agencies like BARDA which is outside of the scope of the new revenue recognition guidance. Revenues derived from reimbursement of direct out-of-pocket expenses for research costs associated with government contracts are recorded as government contracts and other within development revenues. Government contract revenue is recorded at the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in our statements of operations. We recognized $0.9 million in development revenue for the three months ended March 31, 2018, as compared to $1.0 million for the three months ended March 31, 2017. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories are carried at the lower of cost or net realizable value, determined on the first-in, first-out (FIFO) method. Inventories consisted of the following (in thousands): March 31, 2018 December 31, 2017 Raw materials $ 695 $ 681 Work in process 557 722 Finished goods 1,936 1,780 $ 3,188 $ 3,183 |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss per Share | 7. Loss per Share Basic per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding as calculated using the treasury stock method. Potential common shares were related entirely to outstanding but unexercised options, preferred stocks, and warrants for all periods presented. We have excluded all potentially dilutive securities from the calculation of diluted loss per share attributable to common stockholders for the three months period ended March 31, 2018 and 2017, as their inclusion would be antidilutive. Potentially dilutive common shares excluded from the calculations of diluted loss per share were 22.7 million for the three months ended March 31, 2018, which includes 21.7 million outstanding warrants and 1.0 million options and restricted stock awards. Potentially dilutive common shares excluded from the calculation of diluted loss per share were 4.7 million for the three months ended . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies We have entered into agreements with various research organizations for pre-clinical and clinical development studies, which have provisions for cancellation. Under the terms of these agreements, the vendors provide a variety of services including conducting research, recruiting and enrolling patients, monitoring studies and data analysis. Payments under these agreements typically include fees for services and reimbursement of expenses. The timing of payments due under these agreements is estimated based on current study progress. As of March 31, 2018 which On February 27, 2017, we entered into a Lease Agreement of office space for our corporate headquarters in San Diego, California (the “Lease”). The initial term of the Lease was 63 months and might be extended upon mutual agreement. The commencement date was originally expected to take place in November 2017 and subsequently amended to January 1, 2018. In connection with our restructuring announced in September 2017, we negotiated a buy-out of our obligations under the Lease for approximately $0.6 million, included in the general and administrative expenses. On January 27, 2017, we entered into a Lease Agreement of office space for our office in Tokyo, Japan (the “Japan Lease”). The initial term of the Japan Lease is 61 months, and may be extended upon mutual agreement. The Lease commenced on April 15, 2017. We are party to an agreement with Roche Diagnostics Corporation which requires us to make certain product purchase minimums. Pursuant to the agreement, as of March 31, 2018, we have a minimum purchase obligation of $4.0 million, $1.0 million of which is expected to be completed within a year. We are subject to various claims and contingencies related to legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. Management believes that any liability to us that may arise as a result of currently pending legal proceedings will not have a material adverse effect on our financial condition, liquidity, or results of operations as a whole. On April 27, 2018, Lorem Vascular (“Lorem”) filed suit against the Company in the U.S. District Court for the Southern District of California alleging the Company breached an oral agreement made in 2013 to purchase 5% of Lorem’s common stock for an aggregate amount of $5.0 million, and seeking specific performance of the alleged oral agreement and damages in an amount to be determined at |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. We follow a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. As of March 31, 2018 , Financial Instruments We disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. The disclosures of estimated fair value of financial instruments at March 31, 2018 , The carrying amounts for cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses and other liabilities approximate fair value due to the short-term nature of these instruments. Further, based on the borrowing rates currently available for loans with similar terms, we believe the fair value of long-term debt approximates its carrying value. |
Asset Purchase Agreement with A
Asset Purchase Agreement with Azaya Therapeutics | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Asset Purchase Agreement with Azaya Therapeutics | 10. Asset Purchase Agreement with Azaya Therapeutics On February 15, 2017 (the “Closing Date”), Cytori completed the acquisition from Azaya Therapeutics, Inc. (“Azaya”) of certain tangible assets which consisted of a research lab, equipment and leasehold improvements and the assumption of certain of liabilities of Azaya, pursuant to an Asset Purchase Agreement (the “Agreement”). The book value of the tangible assets acquired was approximately $3.0 million at the acquisition date. The assets acquired are located in a facility rented in San Antonio, TX, by Cytori. In addition, pursuant to the Agreement, Cytori acquired intangible assets comprised of two drug candidates in process research and development (IPR&D) stage (i) ATI-0918, a generic bioequivalent formulation of Doxil®/Caelyx®, a chemotherapy drug that is a liposomal formulation of doxorubicin; and (ii) ATI-1123, a chemotherapy drug that is a liposomal formulation of docetaxel. At the closing of the acquisition, Cytori (i) issued 1,173,241 of shares of its common stock in Azaya’s name, (A) 879,931 of which were delivered to Azaya promptly after the Closing, and (B) 293,310 of which were deposited into a 15-month escrow pursuant to a standard escrow agreement; and (ii) assumed the obligation to pay approximately $1.8 million of Azaya’s existing payables, all of which ember Cytori |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 11. Preferred Stock The Company has authorized 5 million shares of preferred stock, par value $0.001 per share. The Company’s Board of Directors is authorized to designate the terms and conditions of any preferred stock we issue without further action by the common stockholders. There were 13,500 shares of Series A 3.6% Convertible Preferred Stock that had been issued at December 31, 2017 and 2016, none of which were outstanding as of either date. All outstanding shares of the Series A 3.6% Convertible Preferred Stock were converted into common stock by the first quarter of 2015 at the option of the holders. On November 27, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock with the Delaware Secretary of State creating a new series of its authorized preferred stock, par value $0.001 per share, designated as the “Series B Convertible Preferred Stock”. The number of shares initially constituting the Series B Convertible Preferred Stock was set at 10,000 shares. Pursuant to a registration statement on Form S-1, originally filed on August 14, 2017, as amended, and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on November 2, 2017, and related prospectus (as supplemented), the Company registered and distributed to holders of its common stock, at no charge, non-transferable subscription rights to purchase up to an aggregate of 10,000 units consisting of 10,000 shares of Series B Convertible Preferred Stock and 18 million warrants, with each warrant exercisable for one common stock at an exercise price of $0.3333 per share for 30 months from the date of issuance at any time after the date the stockholder approval to increase our authorized common stock share count. Pursuant to the 2017 Rights Offering, which closed on November 28, 2017, the Company sold an aggregate of 10,000 units, resulting in total net proceeds to the Company of approximately $8.8 million. . Based on the relevant authoritative accounting guidance, the warrants were equity classified at the issuance date. The warrants may be redeemed by the Company at $0.01 per warrant prior to their expiration if the Company’s common stock closes above $0.833 per share for 10 consecutive trading days. The fair value of the common stock into which the Series B Convertible Preferred Stock was convertible on the date of issuance exceeded the proceeds allocated to the preferred stock, resulting in the beneficial conversion feature that we recognized as a dividend to the preferred stockholders and, accordingly, an adjustment to net loss to arrive at net loss allocable to common stockholders. We recorded a deemed dividend within additional paid-in capital of $4.0 million for the year ended December 31, 2017, related to a beneficial conversion feature included in the issuance of our Series B Convertible Preferred Stock. Approximately 88% of the outstanding shares of the Series B Convertible Preferred Stock were converted into common stock by March 31, 2018 at the option of the holders. Holders of Series B Convertible Preferred Stock Series B Convertible Preferred Stock Series B Convertible Preferred Stock Series B Convertible Preferred Stock Series B Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock On December 22, 2016, the Company entered into a Purchase Agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which the Company has the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $20.0 million in amounts of shares, of the Company’s common stock, over the 30-month period following March 30, 2017. The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 100,000 shares of common stock on any business day but in no event will the amount of a single Regular Purchase (as defined in the Lincoln Park Purchase Agreement) exceed $1.0 million. The purchase price of shares of common stock related to the Regular Purchases will be based on the prevailing market prices of such shares at the time of sales. The Company’s sales of shares of common stock to Lincoln Park under the Lincoln Park Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 9.99% of the then outstanding shares of the common stock. There are no trading volume requirements or restrictions under the Lincoln Park Purchase Agreement. There is no upper limit on the price per share that Lincoln Park must pay for common stock under a Regular Purchase or an accelerated purchase and in no event will shares be sold to Lincoln Park on a day our closing price is less than the floor price of $0.50 per share as set forth in the Purchase Agreement. On December 22, 2016, we issued to Lincoln Park 127,419 shares of common stock with a market value on the date of issuance of approximately $0.2 million as commitment shares in consideration for entering into the Lincoln Park Purchase Agreement. The Company will issue up to an additional 382,258 shares of common stock on a pro rata basis to Lincoln Park only as and when shares are sold under the Lincoln Park Purchase Agreement to Lincoln Park. Through March 31, 2018, the Company sold a total of 1,994,717 shares under the Lincoln Park Purchase Agreement, for proceeds of approximately $1.7 million. On April 11, 2017, we entered into an underwriting agreement with Maxim relating to the issuance and sale of 8.6 million shares of our common stock, par value $0.001 per share. The price to the public in the offering is $1.10 per share. Maxim agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $1.0395 per share. The net proceeds to us from the offering were approximately $8.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The offering closed . In addition, under the terms of the underwriting agreement, we granted Maxim a 45-day overallotment option to purchase up to 944,000 additional shares of common stock. On May 31, 2017, Maxim exercised their overallotment option and purchased 849,000 shares at $1.10 per share. The net proceeds to us were $0.8 million, after deducting underwriting costs and offering expenses payable by us. |
Basis of Presentation and New17
Basis of Presentation and New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and New Accounting Standards | Our accompanying unaudited consolidated condensed financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. Our consolidated condensed balance sheet at December 31, 2017 has been derived from the audited financial statements at December 31, 2017, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of Cytori Therapeutics, Inc., and our subsidiaries (collectively, the “Company”) have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These financial statements should be read in conjunction with the consolidated financial statements and notes therein included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 9, 2018. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation. |
Recently Issued and Recently Adopted Accounting Pronouncements | Recently Issued and Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In February 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, to simplify how all entities assess goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact that this standard will have on our consolidated financial statements. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers cumulative effect of applying the new standards as of the adoption date on In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Restricted Cash in the first quarter of 2018, . The new guidance did not have a material impact on the Company's consolidated financial statements. Cash, cash equivalents, and restricted cash reported on the Consolidated Condensed Statements of Cash Flows includes restricted cash of $0.4 million, $0.4 million, $0.7 million, and $40 thousand as of December 31, 2016, March 31, 2017, December 31, 2017 and March 31, 2018, respectively. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting 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 revenue and expenses during the reporting period. Our most significant estimates and critical accounting policies involve recognizing revenue, reviewing goodwill and intangible assets for impairment, determining the assumptions used in measuring share-based compensation expense, measuring expense related to our in-process research and development Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the consolidated financial statements in the periods they are determined to be necessary. |
Revenue Recognition | The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Typically, if there are multiple items included on a single order, they are delivered at the same time. Revenue is recognized at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. The sale arrangements do not include any variable consideration. Advance payments from customers are recorded as deferred revenue. Shipping and handling activities that occur after the customer obtains control of the goods are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue by Product | The following table represents revenue by product (in thousands): March 31, 2018 March 31, 2017 Consumable $ 559 $ 509 Device 94 30 Other products 78 52 $ 731 $ 591 |
Product Revenues, Classified by Geographic Location | Product revenues, classified by geographic location, are as follows (in thousands): Three months ended March 31, 2018 March 31, 2017 Product Revenues % of Total Product Revenues % of Total Americas $ 45 6 % $ 148 25 % Japan 578 79 % 320 54 % EMEA 90 12 % 112 19 % Asia Pacific 18 3 % 11 2 % Total product revenues $ 731 100 % $ 591 100 % |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventories consisted of the following (in thousands): March 31, 2018 December 31, 2017 Raw materials $ 695 $ 681 Work in process 557 722 Finished goods 1,936 1,780 $ 3,188 $ 3,183 |
Basis of Presentation and New20
Basis of Presentation and New Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Standards Update No. 2016-18 [Member] | ||||
Basis Of Presentation And New Accounting Standards [Line Items] | ||||
Restricted cash | $ 40 | $ 700 | $ 400 | $ 400 |
Liquidity (Details)
Liquidity (Details) - USD ($) | Nov. 28, 2017 | Sep. 05, 2017 | May 31, 2017 | Apr. 11, 2017 | Dec. 22, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Liquidity [Line Items] | ||||||||
Net loss | $ 4,409,000 | $ 7,544,000 | ||||||
Accumulated deficit | 406,158,000 | $ 401,749,000 | ||||||
Net cash used in operating activities | 4,119,000 | 4,827,000 | ||||||
Cash and cash equivalents | 5,902,000 | $ 9,550,000 | ||||||
Minimum cash/cash equivalents covenant | $ 1,500,000 | |||||||
Common stock issued (in shares) | 10,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Proceeds from sale of common stock, net | $ (150,000) | $ 1,435,000 | ||||||
Proceeds from issuance warrants | $ 8,800,000 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Liquidity [Line Items] | ||||||||
Common stock issued (in shares) | 30,000,000 | |||||||
Number of shares callable by warrants (in shares) | 18,000,000 | |||||||
Nasdaq Stock Market LLC [Member] | ||||||||
Liquidity [Line Items] | ||||||||
Number of consecutive business days no longer able to meet the required closing bid price of common stock | 30 days | |||||||
Minimum bid price of common stock required for Nasdaq listing rule | $ 1 | |||||||
Grace period provided with minimum bid price for Nasdaq listing rule | 180 days | |||||||
Grace date for minimum bid price requirement for Nasdaq listing | Mar. 5, 2018 | |||||||
Common stock minimum bid price required to regain compliance | $ 1 | |||||||
Number of consecutive business days required to regain compliance | 10 days | |||||||
Additional grace period provided with minimum bid price to regain compliance | 180 days | |||||||
Date to regain compliance after meeting continued listing requirement | Sep. 4, 2018 | |||||||
Common Stock [Member] | ||||||||
Liquidity [Line Items] | ||||||||
Common stock issued (in shares) | 10,000 | |||||||
Share issued, price per share | $ 1.10 | |||||||
Number of shares callable by warrants (in shares) | 1 | |||||||
Warrant exercise price (in dollars per share) | $ 0.3333 | |||||||
Common Stock [Member] | Maxim Group LLC [Member] | ||||||||
Liquidity [Line Items] | ||||||||
Common stock issued (in shares) | 849,000 | 8,600,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Share issued, price per share | $ 1.10 | $ 1.0395 | ||||||
Proceeds from sale of common stock, net | $ 800,000 | $ 8,700,000 | ||||||
Closing of offering date | Apr. 17, 2017 | |||||||
Number of days granted as option to purchase additional shares of common stock to underwriter | 45 days | |||||||
Additional shares of common stock | 944,000 | |||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||
Liquidity [Line Items] | ||||||||
Common stock issued, value | $ 20,000,000 | |||||||
Period exercisable from the date of issuance | 30 months | |||||||
Minimum [Member] | ||||||||
Liquidity [Line Items] | ||||||||
Unrestricted cash and cash equivalents | $ 1,500,000 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | Dec. 29, 2017 | May 29, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 20, 2017 |
Debt Instrument [Line Items] | |||||
Minimum liquidity covenant | $ 1,500,000 | ||||
Interest expense | 423,000 | $ 591,000 | |||
Non-cash amortization | $ 100,000 | $ 200,000 | |||
LIBOR [Member] | Interest Rate Floor [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis variable rate | 1.00% | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Origination Date | May 29, 2015 | ||||
Original Loan Amount | $ 17,700,000 | ||||
Basis variable rate | 7.95% | ||||
Maturity date | Jun. 1, 2019 | ||||
Fees amount associated with loan | $ 1,100,000 | ||||
Number of shares callable by warrants (in shares) | 94,441 | ||||
Warrant exercise price (in dollars per share) | $ 10.35 | ||||
Date from which warrants are exercisable | Nov. 30, 2015 | ||||
Warrant expiration date | May 29, 2025 | ||||
Minimum liquidity covenant | $ 5,000,000 | $ 1,500,000 | |||
Extended interest-only period | Aug. 1, 2018 | ||||
Debt instrument, interest-only period | The amendment also extended the interest-only period under the Loan Agreement through August 1, 2018, as the Company successfully closed on a financing and received unrestricted net cash proceeds in excess of $5 million on or before December 29, 2017. | ||||
Net proceeds excess receives from unrestricted cash | $ 5,000,000 | ||||
Debt instrument, covenant compliance | we were in compliance with all of the debt covenants under the Loan and Security Agreement. | ||||
Minimum [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 8.95% | ||||
Maximum [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Original Loan Amount | $ 3,000,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)ObligationCustomerDistributorLicensee | Mar. 31, 2017USD ($)Customer | |
Concentration Risk [Line Items] | ||
Number of performance obligation | Obligation | 1 | |
Payment terms with customers | The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. | |
Concentration risk percentage | 100.00% | 100.00% |
Development revenue recognized | $ | $ 917 | $ 1,018 |
Customer Concentration Risk [Member] | Revenue Recognized [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers | 4 | 3 |
Concentration risk percentage | 66.00% | 51.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers | 3 | 2 |
Concentration risk percentage | 75.00% | 53.00% |
Number of distributors | Distributor | 2 | |
Number of licensee | Licensee | 1 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Concentration Risk [Line Items] | ||
Revenues | $ 731 | $ 591 |
Consumable [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 559 | 509 |
Device [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 94 | 30 |
Other Products [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 78 | $ 52 |
Revenue Recognition - Product R
Revenue Recognition - Product Revenues, Classified by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Concentration Risk [Line Items] | ||
Revenues | $ 731 | $ 591 |
Concentration risk percentage | 100.00% | 100.00% |
Americas [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 45 | $ 148 |
Concentration risk percentage | 6.00% | 25.00% |
Japan [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 578 | $ 320 |
Concentration risk percentage | 79.00% | 54.00% |
EMEA [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 90 | $ 112 |
Concentration risk percentage | 12.00% | 19.00% |
Asia Pacific [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 18 | $ 11 |
Concentration risk percentage | 3.00% | 2.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 695 | $ 681 |
Work in process | 557 | 722 |
Finished goods | 1,936 | 1,780 |
Inventory, net | $ 3,188 | $ 3,183 |
Loss per Share (Details)
Loss per Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 22.7 | 4.7 |
Outstanding Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 21.7 | |
Options and Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 27, 2017 | Jan. 27, 2017 | Mar. 31, 2018 | Apr. 27, 2018 | Dec. 31, 2017 |
Recorded Unconditional Purchase Obligation [Line Items] | |||||
Initial term of lease | 63 months | ||||
Lease commencement date | Jan. 1, 2018 | ||||
Buy-out of obligations lease | $ 600 | ||||
Common stock, aggregate amount | $ 62 | $ 58 | |||
Lorem Vascular [Member] | Subsequent Event [Member] | |||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||
Percentage of common stock to be purchased | 5.00% | ||||
Common stock, aggregate amount | $ 5,000 | ||||
Japan Lease [Member] | |||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||
Initial term of lease | 61 months | ||||
Lease commencement date | Apr. 15, 2017 | ||||
Pre-clinical Research Study Obligations [Member] | |||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||
Contractual obligation, due in next twelve months | $ 2,200 | ||||
Contractual obligation | 3,900 | ||||
Roche Diagnostics Corporation [Member] | |||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||
Purchase obligation | 4,000 | ||||
Purchase obligation, due in next twelve months | $ 1,000 |
Asset Purchase Agreement with29
Asset Purchase Agreement with Azaya Therapeutics - Additional Information (Details) - Azaya Therapeutics, Inc. [Member] $ in Thousands | Feb. 15, 2017USD ($)Candidateshares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Total consideration | $ 4,300 | |||
Fair value of the common stock issued | 2,300 | |||
Assumed liabilities | 1,800 | |||
Acquisition costs | 200 | |||
In process research and development expense | 1,700 | $ 0 | $ 1,686 | |
Asset Purchase Agreement | ||||
Business Acquisition [Line Items] | ||||
Book value of tangible assets acquired | $ 3,000 | |||
Common stock, shares issued | shares | 1,173,241 | |||
Common stock, shares issued after closing date | shares | 879,931 | |||
Common stock deposited in escrow | shares | 293,310 | |||
Obligation to pay on existing payables assumed | $ 1,800 | |||
Existing payables, paid during the period | $ 1,800 | |||
Asset Purchase Agreement | IPR&D [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of drug candidates acquired | Candidate | 2 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - USD ($) | Nov. 28, 2017 | Nov. 02, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 27, 2017 |
Preferred Stock [Abstract] | ||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued (in shares) | 23,500 | 23,500 | ||||
Preferred stock, shares outstanding (in shares) | 1,203 | 2,431 | ||||
Common stock issued (in shares) | 10,000 | |||||
Common Stock [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Number of shares callable by warrants (in shares) | 1 | |||||
Warrant exercise price (in dollars per share) | $ 0.3333 | |||||
Common stock issued (in shares) | 10,000 | |||||
2017 Rights Offering [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Charge on Non Transferable Subscription Rights | $ 0 | |||||
Number of shares callable by warrants (in shares) | 10,000 | |||||
Warrant exercise price (in dollars per share) | $ 0.3333 | |||||
Period exercisable from the date of issuance | 30 months | |||||
Common stock issued (in shares) | 10,000 | |||||
Gross proceeds from private placement of stock | $ 8,800,000 | |||||
Redemption price of warrant prior to expiration | $ 0.01 | |||||
Common stock price per share for warrant redemption | $ 0.833 | |||||
Number of consecutive trading days for warrant redemption | 10 days | |||||
2017 Rights Offering [Member] | Warrant [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Number of shares callable by warrants (in shares) | 18 | |||||
2017 Rights Offering [Member] | Common Stock [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Number of shares callable by warrants (in shares) | 1 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Preferred stock, shares issued (in shares) | 13,500 | 13,500 | ||||
Convertible preferred stock | 3.60% | 3.60% | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Series B Convertible Preferred Stock [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Preferred stock, shares authorized (in shares) | 10,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||
Number of shares callable by warrants (in shares) | 18,000,000 | |||||
Common stock issued (in shares) | 30,000,000 | |||||
Percentage of preferred stock converted to common stock | 88.00% | |||||
Preferred stock, dividend payment terms | Holders of Series B Convertible Preferred Stock shall be entitled to receive dividends in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of Common Stock. | |||||
Preferred stock, voting rights | Series B Convertible Preferred Stock has no voting rights. | |||||
Preferred stock, dividend preference | Upon Cytori’s liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series B Convertible Preferred Stock will be entitled to receive out of Cytori’s assets, whether capital or surplus, an amount equal to the $1,000 stated value per share for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any junior securities. | |||||
Preferred stock, liquidation preference per share | $ 1,000 | |||||
Series B Convertible Preferred Stock [Member] | Dividend Paid [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Dividends payable | $ 4,000,000 | |||||
Series B Convertible Preferred Stock [Member] | 2017 Rights Offering [Member] | ||||||
Preferred Stock [Abstract] | ||||||
Number of shares callable by warrants (in shares) | 10,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) | Nov. 28, 2017 | May 31, 2017 | Apr. 11, 2017 | Dec. 22, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Common Stock [Abstract] | |||||||
Common stock issued (in shares) | 10,000 | ||||||
Proceeds from sale of common stock, net | $ (150,000) | $ 1,435,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Common Stock [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued (in shares) | 10,000 | ||||||
Share issued, price per share | $ 1.10 | ||||||
Common Stock [Member] | Maxim Group LLC [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued (in shares) | 849,000 | 8,600,000 | |||||
Proceeds from sale of common stock, net | $ 800,000 | $ 8,700,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||
Share issued, price per share | $ 1.10 | $ 1.0395 | |||||
Closing of offering date | Apr. 17, 2017 | ||||||
Number of days granted as option to purchase additional shares of common stock to underwriter | 45 days | ||||||
Additional shares of common stock | 944,000 | ||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued, value | $ 20,000,000 | ||||||
Period exercisable from the date of issuance | 30 months | ||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | Purchase Agreement [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued, value | $ 200,000 | ||||||
Common stock issued (in shares) | 1,994,717 | ||||||
Proceeds from sale of common stock, net | $ 1,700,000 | ||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued (in shares) | 127,419 | ||||||
Trading Volume of Common Shares | 0 | ||||||
Common stock issued (in shares) | 382,258 | ||||||
Common Stock [Member] | Maximum [Member] | Lincoln Park Capital Fund, LLC [Member] | Purchase Agreement [Member] | |||||||
Common Stock [Abstract] | |||||||
Floor price of per share | $ 0.50 | ||||||
Common Stock [Member] | Maximum [Member] | Single Regular Purchase [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued (in shares) | 100,000 | ||||||
Common Stock [Member] | Minimum [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||
Common Stock [Abstract] | |||||||
Beneficial ownership percentage of common stock outstanding | 9.99% | ||||||
Common Stock [Member] | Minimum [Member] | Single Regular Purchase [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock issued, value | $ 1,000,000 |