Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 08, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CALADRIUS BIOSCIENCES, INC. | ||
Entity Central Index Key | 0000320017 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 9,950,482 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 53,761,507 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 10,299 | $ 29,163 |
Restricted cash | 0 | 5,005 |
Marketable securities | 32,754 | 25,917 |
Prepaid and other current assets | 1,053 | 1,312 |
Total current assets | 44,106 | 61,397 |
Property and equipment, net | 165 | 257 |
Deferred tax assets | 0 | 575 |
Other assets | 309 | 1,722 |
Total assets | 44,580 | 63,376 |
Liabilities | ||
Accounts payable | 762 | 1,343 |
Accrued liabilities | 4,857 | 7,812 |
Notes payable, current | 0 | 159 |
Total current liabilities | 5,619 | 9,314 |
Other long-term liabilities | 1,507 | 3,873 |
Total liabilities | 7,126 | 13,187 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock; authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at December 31, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $.001 par value, authorized 500,000,000 shares; issued and outstanding, 9,865,735 and 9,483,911 shares, at December 31, 2018 and December 31, 2017, respectively | 10 | 9 |
Additional paid-in capital | 436,433 | 433,044 |
Treasury stock, at cost; 11,080 shares at December 31, 2018 and December 31, 2017 respectively | (708) | (708) |
Accumulated deficit | (397,977) | (381,810) |
Accumulated other comprehensive loss | (32) | (28) |
Total Caladrius Biosciences, Inc. stockholders' equity | 37,726 | 50,507 |
Noncontrolling interests | (272) | (318) |
Total equity | 37,454 | 50,189 |
Liabilities and Equity, Total | $ 44,580 | $ 63,376 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock | ||
Preferred stock, shares authorized (shares) | 20,000,000 | 20,000,000 |
Preferred stock, liquidation preference (shares) | 0.001 | 0.001 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares designated (shares) | 825,000 | 825,000 |
Preferred stock, shares issued (shares) | 10,000 | 10,000 |
Preferred stock, shares outstanding (shares) | 10,000 | 10,000 |
Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (shares) | 9,865,735 | 9,483,911 |
Common stock, shares, outstanding (shares) | 9,865,735 | 9,483,911 |
Treasury Stock | ||
Treasury stock (shares) | 11,080 | 11,080 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Research and development | $ 7,594 | $ 15,843 |
General, and administrative | 9,393 | 11,750 |
Operating expenses | 16,987 | 27,593 |
Operating loss | (16,987) | (27,593) |
Other income (expense): | ||
Other income (expense), net | 824 | 273 |
Interest expense | (5) | (378) |
Other income (expense) total | 819 | (105) |
Loss before benefit from income taxes and noncontrolling interests | (16,168) | (27,698) |
Benefit from income taxes | 0 | (11,527) |
Net loss from continuing operations | (16,168) | (16,171) |
Discontinued operations - net | 0 | 38,399 |
Net (loss) income | (16,168) | 22,228 |
Less - net loss from continuing operations attributable to noncontrolling interests | (1) | (182) |
Less - net loss from discontinued operations attributable to noncontrolling interests | 0 | (569) |
Net income (loss) attributable to Caladrius Biosciences, Inc. common shareholders | (16,167) | 22,979 |
Amounts Attributable to Caladrius Biosciences, Inc. common shareholders: | ||
Loss from continuing operations | (16,167) | (15,989) |
Income from discontinued operations - net of taxes | 0 | 38,968 |
Net income (loss) attributable to Caladrius Biosciences, Inc. common shareholders | $ (16,167) | $ 22,979 |
Basic earnings (loss) | ||
Continuing operations (USD per share) | $ (1.67) | $ (1.78) |
Discontinued operations (USD per share) | 0 | 4.34 |
Caladrius Biosciences, Inc. common shareholders (USD per share) | $ (1.67) | $ 2.56 |
Weighted average common shares outstanding: | ||
Basic shares | 9,689 | 8,969 |
Diluted shares | 9,689 | 8,969 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (16,168) | $ 22,228 |
Other comprehensive loss: | ||
Available for sale securities - net unrealized loss | (4) | (28) |
Total other comprehensive loss | (4) | (28) |
Comprehensive (loss) income | (16,172) | 22,200 |
Comprehensive loss attributable to noncontrolling interests | (1) | (751) |
Comprehensive (loss) income attributable to Caladrius Biosciences, Inc. common stockholders | $ (16,171) | $ 22,951 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Total Caladrius Biosciences, Inc. Stockholders' Equity | Series B Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Treasury Stock | Non- Controlling Interest in Subsidiary |
Beginning Balance (in shares) at Dec. 31, 2016 | 10,000 | 8,206,000 | |||||||
Beginning Balance at Dec. 31, 2016 | $ 4,066 | $ 4,883 | $ 0 | $ 8 | $ 410,372 | $ 0 | $ (404,789) | $ (708) | $ (817) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 22,228 | 22,979 | 22,979 | (751) | |||||
Unrealized loss on marketable securities | (28) | (28) | (28) | ||||||
Share-based compensation (in shares) | 54,000 | ||||||||
Share-based compensation | 2,494 | 2,494 | $ 0 | 2,494 | |||||
Net proceeds from issuance of common stock (in shares) | 1,220,000 | ||||||||
Net proceeds from issuance of common stock | 5,701 | 5,701 | $ 1 | 5,700 | |||||
Proceeds from option exercises (in shares) | 4,000 | ||||||||
Proceeds from option exercises | 14 | 14 | $ 0 | 14 | |||||
Elimination of equity associated with PCT sale | (3,686) | (3,686) | |||||||
Conversion of redeemable securities | 19,400 | 14,734 | 14,734 | 4,666 | |||||
Change in ownership in subsidiary | 0 | (270) | (270) | 270 | |||||
Ending Balance (in shares) at Dec. 31, 2017 | 10,000 | 9,484,000 | |||||||
Ending Balance at Dec. 31, 2017 | 50,189 | 50,507 | $ 0 | $ 9 | 433,044 | (28) | (381,810) | (708) | (318) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (16,168) | (16,167) | (16,167) | (1) | |||||
Unrealized loss on marketable securities | (4) | (4) | (4) | ||||||
Share-based compensation (in shares) | 129,000 | ||||||||
Share-based compensation | 2,053 | 2,053 | $ 0 | 2,053 | |||||
Net proceeds from issuance of common stock (in shares) | 176,000 | ||||||||
Net proceeds from issuance of common stock | 1,029 | 1,029 | $ 1 | 1,028 | |||||
Proceeds from option exercises (in shares) | 77,000 | ||||||||
Proceeds from option exercises | 355 | 355 | $ 0 | 355 | |||||
Change in ownership in subsidiary | 0 | (47) | (47) | 47 | |||||
Ending Balance (in shares) at Dec. 31, 2018 | 10,000 | 9,866,000 | |||||||
Ending Balance at Dec. 31, 2018 | $ 37,454 | $ 37,726 | $ 0 | $ 10 | $ 436,433 | $ (32) | $ (397,977) | $ (708) | $ (272) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (16,168) | $ 22,228 |
Income from discontinued operations | 0 | (38,399) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Equity-based compensation expense | 2,453 | 1,963 |
Depreciation and amortization | 225 | 372 |
(Gain) loss on disposal of assets | (1,429) | 212 |
Income tax benefit | 0 | (11,526) |
Deferred income taxes | 0 | (575) |
Amortization/accretion on marketable securities | 282 | 340 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 261 | 1,014 |
Other assets | 291 | 148 |
Due to PCT | 0 | (1,682) |
Accounts payable, accrued liabilities and other liabilities | (5,901) | 5,667 |
Net cash used in operating activities - continuing operations | (19,986) | (20,238) |
Net cash used in operating activities - discontinued operations | 0 | (638) |
Net cash used in operating activities | (19,986) | (20,876) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (69,690) | (60,158) |
Sales of marketable securities | 62,567 | 33,873 |
Proceeds from CFC device sale | 2,550 | 0 |
Proceeds from PCT sale | 0 | 74,607 |
Net cash sold in PCT sale | 0 | (6,727) |
Acquisition of property and equipment | (134) | (135) |
Net cash (used in) provided by investing activities - continuing operations | (4,707) | 41,460 |
Net cash used in investing activities - discontinued operations | 0 | (189) |
Net cash (used in) provided by investing activities | (4,707) | 41,271 |
Cash flows from financing activities: | ||
Proceeds from exercise of options | 355 | 13 |
Tax withholding payments on net share settlement equity awards | (403) | (358) |
Net proceeds from issuance of capital stock | 1,031 | 5,702 |
Repayment of long-term debt | 0 | (5,651) |
Proceeds from notes payable | 0 | 401 |
Repayment of notes payable | (159) | (965) |
Net cash provided by (used in) financing activities - continuing operations | 824 | (858) |
Net cash used in financing activities - discontinued operations | 0 | (74) |
Net cash provided by (used in) financing activities | 824 | (932) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (23,869) | 19,463 |
Cash and cash equivalents at beginning of year - continuing operations | 34,168 | 7,077 |
Cash and cash equivalents at beginning of year - discontinued operations | 0 | 7,628 |
Cash, cash equivalents and restricted cash at end of year | 10,299 | 34,168 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest | 5 | 712 |
Taxes | $ 0 | $ 0 |
The Business
The Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Business | The Business OVERVIEW Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”) is a late-stage therapeutics development biopharmaceutical company committed to the development of innovative products that have the potential to restore the health of people with chronic illnesses. The Company's leadership team collectively has decades of biopharmaceutical development experience and world-recognized scientific achievement in the fields of cardiovascular medicine and cell therapy, among other areas. Its goal is to build a broad portfolio of novel and versatile products that address important unmet medical needs. The Company's current product candidates include three developmental treatments for cardiovascular diseases based on its CD34+ cell therapy platform: CLBS12, in Phase 2 and eligible for early conditional approval in Japan for the treatment of critical limb ischemia ("CLI"); CLBS14-CMD, in Phase 2 in the U.S. for the treatment of coronary microvascular dysfunction ("CMD"); CLBS14-NORDA (previously known as CLBS14-RfA), for which the Company is in discussions with the U.S. Food and Drug Administration (the "FDA") to finalize the Phase 3 trial protocol for no-option refractory disabling angina ("NORDA"); and one autoimmune product candidate, CLBS03, an ex vivo expanded polyclonal T regulatory cell therapy for the treatment of recent-onset Type 1 diabetes ("T1D") for which the Company completed the analysis of the one-year follow-up data for the primary endpoint of a Phase 2a study and publicly reported on February 13, 2019 that the study did not meet its primary endpoint. Ischemic Repair (CD34 Cell Technology) The Company's CD34+ cell technology has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted. Through the administration of CD34+ cells, the Company seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through its CD34+ cell technology, including but not limited to CLI, CMD and NORDA. Regarding CLBS12, the Company's product candidate for CLI, after detailed discussion and agreement with the Japanese Pharmaceutical and Medical Device Agency ("PMDA"), the Company opened a Phase 2 trial for enrollment in December 2017 and announced in March 2018 treatment of the first patient. Based on discussions with the PMDA, the Company expects that a successful outcome of this trial will make CLBS12 eligible for early conditional approval in Japan, thereby effectively making the Phase 2 trial a potential registration trial in that strategic market. The initial responses observed in the small number of subjects who have reached an endpoint in this open label study are consistent with a positive therapeutic effect and safety profile as reported by previously published clinical trials in Japan and the U.S. While these early signs are encouraging, it is clear that the final outcome of the trial will be dependent on all data from all subjects. In October 2017, the Company announced the award of a $1.9 million grant from the National Institutes of Health to support a clinical study of CD34+ cells in patients with CMD. This led to the initiation of development of CLBS14-CMD and enrollment of patients in the Company's ESCaPE-CMD Phase 2 proof-of-concept study at the Mayo Clinic in Rochester, MN and Cedars-Sinai Medical Center, Los Angeles, CA. The early results observed in this open label trial from the small number of subjects who have reached the 6-month (primary endpoint) follow-up visit support our expectations for CLBS14-CMD and a positive therapeutic effect and acceptable safety profile in this indication. While the final outcome of the trial will be dependent on the 6-month data from all subjects, these early observations of increased coronary flow reserve and decreased angina symptoms in treated patients are encouraging. To support a development program of CD34+ cells in the indication of NORDA, the Company acquired the rights to data and regulatory filings for a CD34+ cell therapy program for refractory angina that had been advanced to Phase 3 under the previous investigational new drug application (“IND”) holder. The Company has designated this program CLBS14-NORDA and reactivated the IND with the FDA with Caladrius as the sponsor. The Company is presently working with the FDA to finalize the design of a single registration trial for the registration of CLBS14-NORDA and is targeting the initiation of that trial in fall if 2019. Immunomodulation (Treg Technology) The Company has been developing for the last several years an innovative therapy for T1D (identified as CLBS03) that is based on a proprietary T regulatory cell platform technology for immunomodulation. CLBS03 was granted Fast Track and Orphan drug designations from the FDA for this proposed indication and was granted Advanced Therapeutic Medicinal Product ("ATMP") classification from the European Medicines Agency ("EMA"). This program is based on the use of Tregs (T-regulatory cells) to treat diseases caused by imbalances in an individual's immune system. This novel approach seeks to restore immune balance by enhancing Treg number and function. Tregs are a natural part of the human immune system and regulate the activity of effector T cells, the cells that are responsible for protecting the body from pathogens and foreign antigens. When Tregs function properly, only harmful foreign materials are attacked by effector T cells. In autoimmune disease, however, it is thought that deficient Treg activity and numbers permit the effector T cells to attack the body's own beneficial cells. In the case of T1D, the beta cells in the pancreas are attacked, thereby reducing and/or eliminating over time the patient's ability to produce insulin. In 2016, the Company commenced patient enrollment in the first of two cohorts in The Sanford Project: T-Rex Study, a Phase 2a prospective, randomized, placebo-controlled, double-blind clinical trial to evaluate the safety and efficacy of CLBS03 in adolescents with recent onset T1D (the "T-Rex Study"). On February 13, 2019, the Company announced top line results indicating that the therapy was well-tolerated but that the study's primary endpoint of preservation of C-peptide had not been achieved. The Company further indicated that it and its advisors would conduct, over time, a comprehensive analysis of all data from the trial (including any 2-year follow-up data to come) and would make decisions regarding further development of CLBS03 based on the results of those analyses. Additional Out-licensing Opportunities The Company broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. These include additional indications for both its Treg product and its CD34+ cell technology. The Company's current long-term strategy focuses on advancing its therapies through development with the aim of eventually obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is are positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones. Discontinued Operations On May 18, 2017 , the Company completed the previously announced sale of its remaining 80.1% membership interest in PCT, LLC, a Caladrius company ("PCT") to Hitachi Chemical Co. America, Ltd. ("Hitachi"), pursuant to the Interest Purchase Agreement (the "Purchase Agreement") dated as of March 16, 2017 , by and among the Company, PCT and Hitachi (the "2017 Hitachi Transaction"), for $75.0 million in cash plus an additional cash adjustment of $4.4 million based on PCT’s cash and outstanding indebtedness as of the closing date and a potential future milestone payment (see Note 3). The sale of PCT represented a strategic shift that has had a major effect on the Company's operations, and therefore, all periods presented were adjusted to reflect PCT as discontinued operations. PCT is now known as Hitachi Chemical Advanced Therapeutic Systems (HCATS). Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of December 31, 2018 and 2017 , and the results of its operations and its cash flows for the years then ended. Use of Estimates The preparation of financial statements in conformity with GAAP 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 consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values and income taxes. Accordingly, actual results could differ from those estimates and assumptions. An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires management’s most difficult, subjective and complex judgments in its application. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly-owned and partially-owned subsidiaries and affiliates, as well as the operations of our former subsidiaries PCT, LLC, a Caladrius company, NeoStem Family Storage, LLC, and PCT Allendale, LLC entities (collectively the "PCT Segment") through May 18, 2017, representing the date which these entities were sold to Hitachi (see Note 3). The PCT Segment is reported in discontinued operations. All intercompany activities have been eliminated in consolidation, except for intercompany activities between Caladrius and the PCT Segment, which are reported without intercompany eliminations in continuing operations and discontinued operations, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents, restricted cash, and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. Marketable Securities The Company determines the appropriate classification of our marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of our marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in fair value of an investment is below our accounting basis and this decline is other-than-temporary, we reduce the carrying value of the security we hold and record a loss for the amount of such decline. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Long-lived Assets Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. Income (Loss) Per Share Basic income (loss) per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share, which is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares used in the basic income (loss) per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted income (loss) per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred from continuing operations in all periods presented. Income Taxes The Company recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The income tax effects of changes in tax laws are recognized in the period when enacted. The Act provides for significant tax law changes and modifications with varying effective dates, which include reducing the U.S. federal corporate income tax rate from 35% to 21%, creating a territorial tax system (with a one-time mandatory repatriation tax on previously deferred foreign earnings), and allowing for immediate capital expensing of certain qualified property acquired and placed in service after September 27, 2017 and before January 1, 2023. In response to the enactment of the Act in late 2017, the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of an entity’s financial statements for the reporting period in which the Tax Act was enacted. Under SAB 118, a company may record provisional amounts during a measurement period for specific income tax effects of the Tax Act for which the accounting is incomplete but for which a reasonable estimate can be determined, and when unable to determine a reasonable estimate for any income tax effects, report provisional amounts in the first reporting period in which a reasonable estimate can be determined. The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The Company recognizes interest and penalties as a component of income tax expense. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires that a lessee recognize lease assets and lease liabilities for those leases classified as operating leases. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company will adopt this new standard on January 1, 2019 (the "effective date") and use the effective date as our date of initial application. As such, we will not adjust prior period amounts. Furthermore, we expect to elect the practical expedients upon transition, which permit companies to not reassess lease identification, classification, and initial direct costs under the new standard for leases that commenced prior to the effective date. We have substantially completed the process of analyzing and extracting relevant data from the Company’s lease contracts. We are finalizing our evaluation of the impact that this guidance will have on our financial statements, including related disclosures, and expect to recognize additional right-of-use assets of approximately $1.3 million as of January 1, 2019, and corresponding lease liabilities related to operating leases of approximately $1.4 million as of January 1, 2019. The ultimate impact that the new standard will depend on the total amount of the Company's lease commitments as of our first reporting period subsequent to the adoption date. The impact of the ASU is non-cash in nature and will not affect the Company’s cash position. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. ASU 2016-15 was effective in first quarter of fiscal 2018. The adoption of this new guidance did not have a material effect on the consolidated results of operations, cash flows and financial position. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit at the transaction date and removes the option to defer and amortize the consolidated tax consequences of intra-entity transfers. The new standard was effective on January 1, 2018. The adoption of this new guidance did not have a material effect on the consolidated results of operations, cash flows and financial position. In May 2017, the FASB issued ASU 2017-09, "Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting," to provide clarity and reduce both diversity in practice and cost complexity when applying the guidance in Topic 718 to a change to the terms and conditions of a stock-based payment award. ASU 2017-09 also provides guidance about the types of changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in accordance with Topic 718. For all entities, including emerging growth companies, the standard is effective for annual periods beginning after December 15, 2017, and for interim periods therein. Early adoption is permitted. The adoption of this new guidance did not have a material effect on the consolidated results of operations, cash flows and financial position. In June 2018, the FASB issued ASU No. 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting", which supersedes ASC 505-50 and expands the scope of ASC 718 to include all share-based payments arrangements related to the acquisition of goods and services from both employees and nonemployees. For public companies, the amendments are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but no earlier than a company's adoption date of ASC 606. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. |
Collaboration and Hitachi Licen
Collaboration and Hitachi License Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Collaboration and Hitachi License Agreement | Collaboration and Hitachi License Agreement 2016 Hitachi Transaction In March 2016, PCT entered into a global collaboration with Hitachi (the "2016 Hitachi Transaction"). This collaboration consisted of an equity investment in and a license agreement with PCT. Under the equity investment agreement, Hitachi purchased a 19.9% membership interest in PCT for $19.4 million of which $15.0 million of proceeds was distributed to Caladrius from PCT and $4.4 million remained at PCT to be used for the continued expansion and improvements at PCT in support of commercial product launch readiness as well as for general corporate purposes. PCT and Hitachi also entered into an exclusive license agreement for the acceleration of the creation of a global commercial cell therapy development and manufacturing expertise in Asia pursuant to which PCT received $5.6 million from Hitachi in 2016. PCT licensed certain cell therapy technology and know-how (including an exclusive license in Asia) and agreed to provide Hitachi with certain training and support. As additional consideration, Hitachi agreed to pay PCT royalties on contract revenue generated in Asia for a minimum of ten years. In connection with the 2017 Hitachi Transaction described below, this exclusive license agreement was terminated. 2017 Hitachi Transaction In May 2017, the Company sold its remaining 80.1% membership interest in PCT to Hitachi pursuant to the Purchase Agreement, dated March 16, 2017, by and among Caladrius PCT and Hitachi (the "2017 Hitachi Transaction"). The aggregate purchase price to the Company consisted of (i) $75.0 million in cash, (ii) $4.4 million , representing additional consideration based on PCT’s cash and outstanding indebtedness as of the closing date, and (iii) a potential future milestone payment of $5.0 million if PCT had achieved $125 million in cumulative revenue (excluding clinical service reimbursables) (the “Milestone”) for the period from January 1, 2017 through December 31, 2018 (the “Milestone Period”). The Company had determined that the fair value of the milestone payment as of the closing date was zero and has since confirmed as of December 31, 2018 that the Milestone was not achieved. Hitachi paid the Company $5.0 million in March 2017 as an advance payment pending shareholder approval of the transaction and other closing conditions. On the closing date, the Company received $65.0 million , with an additional $5.0 million of the purchase consideration (the "Escrow Amount") deposited into an escrow account to cover potential indemnification claims against Caladrius. The Escrow Amount was classified as restricted cash on the consolidated balance sheet as of December 31, 2017. In June 2018, the escrow agent disbursed to the Company the Escrow Amount in full. The Company also received the $4.4 million additional consideration payment in July 2017. The Company incurred approximately $6.9 million in transaction costs related to the 2017 Hitachi Transaction, including $4.3 million in retention payments to PCT employees, of which 50% was paid in June 2017, and the other 50% was paid in May 2018 on the one year anniversary of the closing date. Concurrent with the signing of the Purchase Agreement, on March 16, 2017, Caladrius entered into a Retention and Incentive Agreement with Robert A. Preti, a former Caladrius director and co-founder and the President of PCT, (the “Retention Agreement”). The Retention Agreement superseded all prior agreements and understandings between Dr. Preti and Caladrius regarding the subject matter of the Retention Agreement. Among other things, the Retention Agreement provided: • Simultaneously with the closing of the 2017 Hitachi Transaction, Caladrius paid to Dr. Preti $1.9 million (the “First Retention Payment”). • As an incentive to remain employed with PCT and to use commercially reasonable efforts to cause PCT to maximize its overall performance and in particular to achieve the Milestone (but not contingent upon achieving the Milestone), Dr. Preti would receive a lump-sum cash retention and incentive payment equal to $1.9 million for the period from the closing date of the 2017 Hitachi Transaction until the date one year after the date of the closing (the “Anniversary Date”), subject to Dr. Preti’s continued employment with PCT through the Anniversary Date (the “Second Retention Payment”). In May 2018, the Second Retention Payment was paid to Dr. Preti. • Dr. Preti was entitled to 5% of the Milestone payment if it was successfully earned. As of December 31, 2018, the Company confirmed that the Milestone was not achieved. |
Available-for-Sale-Securities
Available-for-Sale-Securities | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-Sale-Securities | Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents in our Consolidated Balance Sheets (in thousands): December 31, 2018 December 31, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 33,536 $ — $ (32 ) $ 33,504 $ 42,701 $ — $ (28 ) $ 42,673 Money market funds 4,314 — — 4,314 9,212 — — 9,212 Total $ 37,850 $ — $ (32 ) $ 37,818 $ 51,913 $ — $ (28 ) $ 51,885 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on our Consolidated Balance Sheets (in thousands): December 31, 2018 December 31, 2017 Cash and cash equivalents $ 5,064 $ 25,968 Marketable securities 32,754 25,917 Total $ 37,818 $ 51,885 The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): December 31, 2018 Amortized Cost Estimated Fair Value Less than one year $ 37,850 $ 37,818 Greater than one year — — Total $ 37,850 $ 37,818 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2018 2017 Furniture and fixtures $ 26 $ 25 Computer equipment 247 998 Leasehold improvements 76 66 Property and equipment, gross 349 1,089 Accumulated depreciation (184 ) (832 ) Property and equipment, net $ 165 $ 257 The Company’s results included depreciation expense of approximately $0.2 million and $0.4 million for the years ended December 31, 2018 and 2017 , respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share For the years ended December 31, 2018 and 2017 , the Company incurred net losses from continuing operations and therefore no common stock equivalents were utilized in the calculation of loss per share as they are anti-dilutive in the periods presented. At December 31, 2018 and 2017 , the Company excluded the following potentially dilutive securities (in thousands): December 31, 2018 2017 Stock Options 1,019 1,072 Warrants 30 210 Restricted Stock Units 58 10 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2018 and December 31, 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $ — $ 32,754 $ — $ 32,754 $ — $ 25,917 $ — $ 25,917 $ — $ 32,754 $ — $ 32,754 $ — $ 25,917 $ — $ 25,917 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities were as follow (in thousands): December 31, 2018 2017 Salaries, employee benefits and related taxes $ 1,758 $ 1,389 Retention payments — 2,233 CIRM upfront funding - current 2,583 2,446 Other 516 1,743 $ 4,857 $ 7,811 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable As of December 31, 2017 , the Company had notes payable of approximately $0.2 million , relating to certain insurance policies and equipment financings. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Equity Plans The Company has used long-term incentive plans for the purpose of granting equity awards to employees of the Company, including officers, and nonemployees, including consultants and nonemployee members of the Company's board of directors (collectively, "Participants"). The Participants may receive awards as determined by a committee of independent members of the Company's board of directors or, to the extent authorized by such committee with respect to certain Participants, a duly authorized employee (collectively, the "Committee"). The incentive plan currently used by the Company is the 2018 Equity Incentive Compensation Plan (the "2018 Plan"), which was adopted by the stockholders of the Company in June 2018, with 1,500,000 shares authorized for issuance thereunder, plus any shares currently awarded under the 2015 Equity Compensation Plan (the "2015 Plan") or the Amended and Restated 2009 Equity Compensation Plan (the "2009 Plan") that are not issued due to their subsequent forfeiture, cancellation, or other settlement thereof. Concurrent with the adoption of the 2018 Plan, no future awards will occur under the 2015 Plan or the 2009 Plan. The awards that may be made under the 2018 Plan include: (a) incentive stock options and nonqualified stock options, (b) shares of restricted stock, (c) restricted stock units, and (d) other kinds of equity-based compensation awards. All stock options under the 2015 Plan and 2009 Plan were granted and the 2018 Plan are granted at the fair market value of the common stock at the grant date. Stock options vest either on the date of grant, ratably over a period determined at time of grant, or upon the accomplishment of specified business milestones, and generally expire 2 , 3 , or 10 years from the grant date depending on the status of the recipient as a nonemployee, employee or director of the Company. As of December 31, 2018 , there were 1,054,411 shares available for future grants under the 2018 Plan. No additional awards may be made under the 2015 Plan or the 2009 Plan. The Company adopted an employee stock purchase plan effective January 1, 2013 and authorized 50,000 shares under the plan (the "2012 ESPP"). The plan has two six -month offering periods per year under which eligible employees may contribute up to 15% of their compensation toward the purchase of the Company's common stock per offering period (with a $25,000 cap per calendar year). The employee's purchase price is equal to (i) 85% of the closing price of a share of the Company's common stock on the enrollment date of such offering period or (ii) 85% of the closing price of a share of the Company's common stock on the Exercise Date of such Offering Period, whichever is lower. In May 2017, the Company's stockholders approved an amendment and restatement to the 2012 ESPP (the "2017 ESPP") in order to effect an increase of authorized shares from 50,000 to 100,000 . In June 2018, the Company's stockholders approved an amendment to the 2017 ESPP (the " Amended 2017 ESPP") in order to effect an increase of authorized shares from 100,000 to 500,000 . During the year ended December 31, 2018 , 26,875 shares were issued under the 2017 ESPP. At December 31, 2018 , the Company had 405,655 shares of the Company's common stock available for future grant in connection with this plan. Equity Issuances September 2016 Private Placement In September 2016, the Company entered into Securities Purchase Agreements with certain accredited investors with whom it had a substantive, pre-existing relationship, including certain existing stockholders, for the sale by the Company of its common stock, at a purchase price of $4.72 per share. The investments were placed in two tranches whereby (i) $6.6 million was received and 1.4 million shares of common stock were issued in 2016 upon an initial closing, and (ii) $4.4 million was received and 0.9 million shares of common stock were issued in 2017, which was subject to certain closing conditions, including the enrollment of 70 subjects in the Company’s Phase 2 CLBS03 clinical trial, in a second closing. Aspire Purchase Agreement In November 2015, the Company entered into a common stock purchase agreement (the "Purchase Agreement") with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provided that, subject to certain terms and conditions and Nasdaq rules, Aspire Capital was committed to purchase up to an aggregate of $30 million of shares (limited to a maximum of approximately 1.1 million shares, unless stockholder approval was obtained or certain minimum sale price levels were reached) of the Company's common stock over a 24 -month term. The Company issued 319,776 shares of under the Purchase Agreement for gross proceeds of $1.5 million , which Purchase Agreement expired in November 2017. Common Stock Sales Agreement In February 2018, the Company entered into a common stock sales agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("HCW") as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $12.0 million (limited to a maximum of 2,790,697 shares). Subject to the terms and conditions of the Sales Agreement, HCW will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon the Company's instructions, including any price, time or size limits specified by the Company. The Company has provided HCW with customary indemnification rights, and HCW is entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per share sold. The Company has no obligation to sell any of the shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement. The Sales Agreement will terminate upon the sale of all of the shares under the Sales Agreement unless terminated earlier by either party as permitted under the Sales Agreement. In August 2018, the Company entered into an amendment to the Sales Agreement to reflect that the shares will be issued pursuant to a Registration Statement on Form S-3 (Registration No. 333-226319) that was declared effective in August 2018 and that replaced the Company’s previously effective shelf registration statement. In connection with the amendment, the number of shares of common stock that may be sold pursuant to the Sales Agreement was increased from an aggregate offering amount of $12.0 million to $25.0 million (limited to a maximum of 4,921,260 shares). All other provisions of the Sales Agreement remained unchanged. During the year ended December 31, 2018 , the Company issued 149,041 shares of common stock under the Sales Agreement for net proceeds of $1.0 million . Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the year ended December 31, 2018 : Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2017 1,072,499 $ 33.50 4.76 $ 0.1 209,818 $ 53.20 0.95 $ — Changes during the Year: Granted 157,360 $ 4.00 — $ — Exercised (77,498 ) $ 4.60 — $ — Forfeited (3,030 ) $ 3.80 — $ — Expired (130,801 ) $ 32.50 (179,818 ) $ 60.40 Outstanding at December 31, 2018 1,018,530 $ 30.50 5.30 $ 3.3 30,000 $ 5.90 4.19 $ — Vested at December 31, 2018 or expected to vest in the future 1,008,918 $ 30.80 5.26 $ 3.3 30,000 $ 5.90 4.19 $ — Exercisable at December 31, 2018 895,861 $ 34.20 4.78 $ 3.3 30,000 $ 5.90 4.19 $ — Restricted Stock During the years ended December 31, 2018 and 2017 , the Company issued restricted stock for services as follows ($ in thousands, except share data): 2018 2017 Number of Restricted Stock Issued 91,740 181,908 Value of Restricted Stock Issued $ 347.7 $ 627.7 The weighted average estimated fair value of restricted stock issued for services in the years ended December 31, 2018 and 2017 was $ 3.79 and $3.45 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock issuances are generally between one to four years. Restricted Stock Units During the years ended December 31, 2018 and 2017 , the Company issued restricted stock units for services as follows ($ in thousands, except share data): 2018 2017 Number of Restricted Stock Units Issued 139,497 10,260 Value of Restricted Stock Units Issued $ 711.9 $ 55.1 The weighted average estimated fair value of restricted stock issued for services in the years ended December 31, 2018 and 2017 was $5.10 and $5.37 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-based Compensation We utilize share-based compensation in the form of stock options and restricted stock. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2018 and 2017 ($ in thousands): Year Ended December 31, 2018 2017 Research and development $ 446 $ 269 General and administrative 2,007 1,694 Discontinued operations — 889 Total share-based compensation expense $ 2,453 $ 2,852 The approval of the 2017 Hitachi Transaction (see Note 3) by our stockholders resulted in a change in control under our equity compensation plans (as defined in the 2009 Plan and the 2015 Equity Plan, and, together with the 2009 Plan, the “Equity Compensation Plans”). Accordingly, all outstanding unvested equity awards were accelerated upon the Closing Date, resulting in an acceleration of $1.9 million of equity compensation for the years ended December 31, 2017. In addition, in connection with the 2017 Hitachi Transaction, the Company agreed to extend the post-termination option exercise period for all PCT employees transitioning to Hitachi from 90 days to the earlier of (i) two years (May 18, 2019) or (ii) the date of the employees' termination from PCT. The post-termination option exercise period modification resulted in an additional expense of $0.3 million in 2017 and recorded in discontinued operations, since there were no future service requirements to receive the extended benefit. Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2018 were as follows ($ in thousands): Stock Options Restricted Stock Unrecognized compensation cost $ 540 $ — Expected weighted-average period in years of compensation cost to be recognized 1.95 0.00 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2018 and 2017 were as follows ($ in thousands): Stock Options Year Ended December 31, 2018 2017 Total fair value of shares vested $ 218 $ 5,002 Weighted average estimated fair value of shares granted 2.61 1.72 Valuation Assumptions The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2018 2017 Expected term - minimum (in years) 5.5 6 Expected term - maximum (in years) 6 6 Expected volatility - minimum 68% 71% Expected volatility - maximum 73% 74% Weighted Average volatility 72% 35% Expected dividend yield — — Risk-free interest rate - minimum 2.35% 1.99% Risk-free interest rate - maximum 2.96% 2.28% |
Research Funding
Research Funding | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Research Funding | Research Funding California Institute of Regenerative Medicine Grant Award In February 2017, the California Institute for Regenerative Medicine ("CIRM") awarded us funds of up to $12.2 million to support the T-Rex Study. The funding will be based upon the achievement of certain milestones related to the proportion of subjects enrolled in California, as well as manufacturing and development costs incurred in California. In March 2018, CIRM calculated the precise amount of the funding award as $8.6 million , based on the actual number of subjects enrolled in California. We received $5.7 million in initial funding in May 2017, and a $1.9 million milestone payment in December 2017, and $0.3 million progress payment in March 2018, of which the total will be amortized over the estimated award period through July 2020 as a reduction to the related research and development expenses. As of December 31, 2018 , $2.6 million of the funding received is recorded in accrued liabilities, representing the amount expected to be recognized over the next 12 months, and $1.5 million of the funding received is recorded in other long-term liabilities. During the years ended December 31, 2018 and December 31, 2017 , the Company amortized and recognized a $2.6 million and $1.3 million credit to research and development related to CIRM funds received. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The income tax effects of changes in tax laws are recognized in the period when enacted. The Act provides for significant tax law changes and modifications with varying effective dates, which include reducing the U.S. federal corporate income tax rate from 35% to 21% , creating a territorial tax system (with a one-time mandatory repatriation tax on previously deferred foreign earnings), and allowing for immediate capital expensing of certain qualified property acquired and placed in service after September 27, 2017 and before January 1, 2023. In response to the enactment of the Act in late 2017, the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of an entity’s financial statements for the reporting period in which the Tax Act was enacted. The measurement period allowed by SAB 118 has closed during the fourth quarter of 2018 in which the Company did not record any adjustments to the $31.9 million recorded in 2017 for the re-measurement of its deferred tax balances which was offset by a reduction in the valuation allowance resulting in no tax expense. The prospects of supplemental legislation or regulatory processes to address uncertainties that arise due to the Act, or evolving technical interpretations of the tax law, may cause the Company’s financial statements to be impacted in the future. The Company will continue to analyze the effects of the Act as subsequent guidance continues to emerge. The Company remeasured certain U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% . The provisional amount recorded related to the remeasurement of the deferred tax balance was tax expense of $30 million which was offset by a reduction in the valuation allowance resulting in no tax expense. The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, 2018 2017 United States $ (16,168 ) $ (27,698 ) $ (16,168 ) $ (27,698 ) The benefit from income taxes was as follows ($ in thousands): Years Ended December 31, 2018 2017 Current U.S. Federal $ — $ (9,310 ) State and local — (1,641 ) $ — $ (10,951 ) Deferred U.S. Federal $ — $ (576 ) State and local — — $ — $ (576 ) Total U.S. Federal $ — $ (9,886 ) State and local — (1,641 ) $ — $ (11,527 ) The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes as a result of the following ($ in thousands): Years Ended December 31, 2018 2017 U.S. Federal benefit at statutory rate $ (3,395 ) $ (9,417 ) State and local (benefit) / expense net of U.S. federal tax — (1,641 ) Permanent non deductible expenses for U.S. taxes 11 107 AMT credit benefit — (576 ) Change in state deferred 2,799 — Return to actual (177 ) — Other true ups (1,949 ) — Effect of change in deferred tax rate — 29,809 Valuation allowance for deferred tax assets 2,711 (29,809 ) Tax provision benefit $ — $ (11,527 ) Deferred income taxes at December 31, 2018 and 2017 consist of the following ($ in thousands): December 31, 2018 2017 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 60,544 $ 60,171 CIRM funding 1,033 1,780 Deferred rent 5 3 Share-based compensation 6,390 2,656 Intangibles 199 270 Charitable contributions 9 11 Accumulated depreciation 9 22 Accrued payroll 117 682 AMT credit — 575 Other 525 526 Deferred tax assets 68,831 66,696 Deferred tax liabilities — — 68,831 66,696 Valuation allowance (68,831 ) (66,121 ) Net deferred tax asset $ — $ 575 In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2018 , and 2017 , the Company had approximately $225.1 million and $210.3 million , respectively of Federal NOLs available to offset future taxable income expiring from 2030 through 2036. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs could be limited in the event of a change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company performed an analysis and determined that they have had ownership change of greater than 50% over a 3-year testing period. The last ownership change was determined to be on June 3, 2015. Based on a market capitalization of $124.5M and using an applicable federal rate of 2.5% the annual limitation would be approximately $3.0 million . Post change losses from June 3, 2015 would not be subject to 382 limitations. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with certain tax positions as a component of income tax expense. As of December 31, 2018 , management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2014 the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations PCT Segment In May 2017, the Company sold its remaining 80.1% membership interest in PCT to Hitachi pursuant to the 2017 Hitachi Transaction (see Note 3). The aggregate purchase price to the Company consisted of (i) $75.0 million in cash, (ii) $4.4 million , representing additional consideration based on PCT’s cash and outstanding indebtedness as of the closing date, and (iii) a potential future milestone payment of $5.0 million if PCT had achieved $125 million in cumulative revenue (excluding clinical service reimbursables) for the period from January 1, 2017 through December 31, 2018. The Company had determined that the fair value of the milestone payment as of the closing date was zero and has since confirmed as of December 31, 2018 that the Milestone was not achieved. The Company recognized the following gain on the date of sale of its 80.1% interest in PCT (in thousands): Fair value of consideration received $ 79,425 Transaction and retention costs (6,919 ) Carrying value of segment non-controlling interest 3,687 $ 76,193 Less carrying amount of assets and liabilities sold: Cash $ 6,727 Accounts receivable 3,702 Deferred costs 4,685 Prepaid expenses and other current assets 743 Property, plant and equipment, net 14,900 Goodwill 7,013 Intangibles, net 2,090 Other assets 215 Accounts payable (2,278 ) Accrued liabilities (2,927 ) Due from Caladrius 450 Unearned revenues (10,529 ) Notes payable (342 ) $ 24,449 Gain on sale of PCT $ 51,744 The operations and cash flows of the PCT Segment were eliminated from ongoing operations with the sale of the Company's PCT Interest. The operating results of the PCT Segment for the year ended December 31, 2017 were as follows (in thousands): 2017 Revenue $ 16,039 Cost of revenues (15,321 ) Research and development (257 ) Selling, general, and administrative (3,251 ) Other expense (14 ) Provision for income taxes (10,541 ) Gain on sale of segment 51,744 Income from discontinued operations $ 38,399 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments We lease facilities under various operating lease agreements in Basking Ridge, NJ, and Rye Brook, NY, of which certain have escalation clauses and renewal options. We also lease equipment under certain noncancelable operating leases. Our leases expire from time to time through 2023. A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of December 31, 2018 are as follows (in thousands): Years ended Operating Leases 2019 $ 414 2020 327 2021 308 2022 and thereafter 130 Total minimum lease payments $ 1,179 Expense incurred under operating leases were approximately $0.8 million and $1.4 million for the years ended December 31, 2018 and 2017 , respectively. Contingencies Under license agreements with third parties the Company is typically required to pay maintenance fees, make milestone payments and/or pay other fees and expenses and pay royalties upon commercialization of products. The Company also sponsors research at various academic institutions, which research agreements generally provide us with an option to license new technology discovered during the course of the sponsored research. From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Purchase Agreement On March 13, 2019 , the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $26 million , subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company will issue to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, Lincoln Park will purchase 250,000 shares of common stock, at a price of $4.00 per share, for a total gross purchase price of $1.0 million (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36 -month term of the Purchase Agreement the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2,500,000 , unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. |
Concentration of Risks | Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents, restricted cash, and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. |
Marketable Securities | Marketable Securities The Company determines the appropriate classification of our marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of our marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in fair value of an investment is below our accounting basis and this decline is other-than-temporary, we reduce the carrying value of the security we hold and record a loss for the amount of such decline. |
Property and Equipment | Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease |
Long-lived Assets | Long-lived Assets Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Share-Based Compensation | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share, which is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares used in the basic income (loss) per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted income (loss) per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred from continuing operations in all periods presented. |
Income Taxes | Income Taxes The Company recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The income tax effects of changes in tax laws are recognized in the period when enacted. The Act provides for significant tax law changes and modifications with varying effective dates, which include reducing the U.S. federal corporate income tax rate from 35% to 21%, creating a territorial tax system (with a one-time mandatory repatriation tax on previously deferred foreign earnings), and allowing for immediate capital expensing of certain qualified property acquired and placed in service after September 27, 2017 and before January 1, 2023. In response to the enactment of the Act in late 2017, the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of an entity’s financial statements for the reporting period in which the Tax Act was enacted. Under SAB 118, a company may record provisional amounts during a measurement period for specific income tax effects of the Tax Act for which the accounting is incomplete but for which a reasonable estimate can be determined, and when unable to determine a reasonable estimate for any income tax effects, report provisional amounts in the first reporting period in which a reasonable estimate can be determined. The Company continues to evaluate the accounting for uncertainty in tax positions at the end of each reporting period. The guidance requires companies to recognize in their financial statements the impact of a tax position if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The position ascertained inherently requires judgment and estimates by management. The Company recognizes interest and penalties as a component of income tax expense. |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. |
Research and Development Costs | Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires that a lessee recognize lease assets and lease liabilities for those leases classified as operating leases. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company will adopt this new standard on January 1, 2019 (the "effective date") and use the effective date as our date of initial application. As such, we will not adjust prior period amounts. Furthermore, we expect to elect the practical expedients upon transition, which permit companies to not reassess lease identification, classification, and initial direct costs under the new standard for leases that commenced prior to the effective date. We have substantially completed the process of analyzing and extracting relevant data from the Company’s lease contracts. We are finalizing our evaluation of the impact that this guidance will have on our financial statements, including related disclosures, and expect to recognize additional right-of-use assets of approximately $1.3 million as of January 1, 2019, and corresponding lease liabilities related to operating leases of approximately $1.4 million as of January 1, 2019. The ultimate impact that the new standard will depend on the total amount of the Company's lease commitments as of our first reporting period subsequent to the adoption date. The impact of the ASU is non-cash in nature and will not affect the Company’s cash position. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. ASU 2016-15 was effective in first quarter of fiscal 2018. The adoption of this new guidance did not have a material effect on the consolidated results of operations, cash flows and financial position. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit at the transaction date and removes the option to defer and amortize the consolidated tax consequences of intra-entity transfers. The new standard was effective on January 1, 2018. The adoption of this new guidance did not have a material effect on the consolidated results of operations, cash flows and financial position. In May 2017, the FASB issued ASU 2017-09, "Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting," to provide clarity and reduce both diversity in practice and cost complexity when applying the guidance in Topic 718 to a change to the terms and conditions of a stock-based payment award. ASU 2017-09 also provides guidance about the types of changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in accordance with Topic 718. For all entities, including emerging growth companies, the standard is effective for annual periods beginning after December 15, 2017, and for interim periods therein. Early adoption is permitted. The adoption of this new guidance did not have a material effect on the consolidated results of operations, cash flows and financial position. In June 2018, the FASB issued ASU No. 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting", which supersedes ASC 505-50 and expands the scope of ASC 718 to include all share-based payments arrangements related to the acquisition of goods and services from both employees and nonemployees. For public companies, the amendments are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but no earlier than a company's adoption date of ASC 606. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Property and equipment consisted of the following (in thousands): December 31, 2018 2017 Furniture and fixtures $ 26 $ 25 Computer equipment 247 998 Leasehold improvements 76 66 Property and equipment, gross 349 1,089 Accumulated depreciation (184 ) (832 ) Property and equipment, net $ 165 $ 257 |
Available-for-Sale-Securities (
Available-for-Sale-Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Securities Reconciliation | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents in our Consolidated Balance Sheets (in thousands): December 31, 2018 December 31, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 33,536 $ — $ (32 ) $ 33,504 $ 42,701 $ — $ (28 ) $ 42,673 Money market funds 4,314 — — 4,314 9,212 — — 9,212 Total $ 37,850 $ — $ (32 ) $ 37,818 $ 51,913 $ — $ (28 ) $ 51,885 |
Schedule of Marketable Securities | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on our Consolidated Balance Sheets (in thousands): December 31, 2018 December 31, 2017 Cash and cash equivalents $ 5,064 $ 25,968 Marketable securities 32,754 25,917 Total $ 37,818 $ 51,885 |
Schedule of Available-for-Sale Securities by Contractual Maturity | The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): December 31, 2018 Amortized Cost Estimated Fair Value Less than one year $ 37,850 $ 37,818 Greater than one year — — Total $ 37,850 $ 37,818 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Property and equipment consisted of the following (in thousands): December 31, 2018 2017 Furniture and fixtures $ 26 $ 25 Computer equipment 247 998 Leasehold improvements 76 66 Property and equipment, gross 349 1,089 Accumulated depreciation (184 ) (832 ) Property and equipment, net $ 165 $ 257 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | At December 31, 2018 and 2017 , the Company excluded the following potentially dilutive securities (in thousands): December 31, 2018 2017 Stock Options 1,019 1,072 Warrants 30 210 Restricted Stock Units 58 10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets Measured on Recurring Basis | The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2018 and December 31, 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $ — $ 32,754 $ — $ 32,754 $ — $ 25,917 $ — $ 25,917 $ — $ 32,754 $ — $ 32,754 $ — $ 25,917 $ — $ 25,917 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities were as follow (in thousands): December 31, 2018 2017 Salaries, employee benefits and related taxes $ 1,758 $ 1,389 Retention payments — 2,233 CIRM upfront funding - current 2,583 2,446 Other 516 1,743 $ 4,857 $ 7,811 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the activity for stock options and warrants for the year ended December 31, 2018 : Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2017 1,072,499 $ 33.50 4.76 $ 0.1 209,818 $ 53.20 0.95 $ — Changes during the Year: Granted 157,360 $ 4.00 — $ — Exercised (77,498 ) $ 4.60 — $ — Forfeited (3,030 ) $ 3.80 — $ — Expired (130,801 ) $ 32.50 (179,818 ) $ 60.40 Outstanding at December 31, 2018 1,018,530 $ 30.50 5.30 $ 3.3 30,000 $ 5.90 4.19 $ — Vested at December 31, 2018 or expected to vest in the future 1,008,918 $ 30.80 5.26 $ 3.3 30,000 $ 5.90 4.19 $ — Exercisable at December 31, 2018 895,861 $ 34.20 4.78 $ 3.3 30,000 $ 5.90 4.19 $ — The following table summarizes the components of share-based compensation expense for the years ended December 31, 2018 and 2017 ($ in thousands): Year Ended December 31, 2018 2017 Research and development $ 446 $ 269 General and administrative 2,007 1,694 Discontinued operations — 889 Total share-based compensation expense $ 2,453 $ 2,852 |
Restricted Stock | During the years ended December 31, 2018 and 2017 , the Company issued restricted stock for services as follows ($ in thousands, except share data): 2018 2017 Number of Restricted Stock Issued 91,740 181,908 Value of Restricted Stock Issued $ 347.7 $ 627.7 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the activity for stock options and warrants for the year ended December 31, 2018 : Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2017 1,072,499 $ 33.50 4.76 $ 0.1 209,818 $ 53.20 0.95 $ — Changes during the Year: Granted 157,360 $ 4.00 — $ — Exercised (77,498 ) $ 4.60 — $ — Forfeited (3,030 ) $ 3.80 — $ — Expired (130,801 ) $ 32.50 (179,818 ) $ 60.40 Outstanding at December 31, 2018 1,018,530 $ 30.50 5.30 $ 3.3 30,000 $ 5.90 4.19 $ — Vested at December 31, 2018 or expected to vest in the future 1,008,918 $ 30.80 5.26 $ 3.3 30,000 $ 5.90 4.19 $ — Exercisable at December 31, 2018 895,861 $ 34.20 4.78 $ 3.3 30,000 $ 5.90 4.19 $ — The following table summarizes the components of share-based compensation expense for the years ended December 31, 2018 and 2017 ($ in thousands): Year Ended December 31, 2018 2017 Research and development $ 446 $ 269 General and administrative 2,007 1,694 Discontinued operations — 889 Total share-based compensation expense $ 2,453 $ 2,852 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2018 were as follows ($ in thousands): Stock Options Restricted Stock Unrecognized compensation cost $ 540 $ — Expected weighted-average period in years of compensation cost to be recognized 1.95 0.00 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2018 and 2017 were as follows ($ in thousands): Stock Options Year Ended December 31, 2018 2017 Total fair value of shares vested $ 218 $ 5,002 Weighted average estimated fair value of shares granted 2.61 1.72 |
Schedule of Range of Fair Value of Stock Options and Warrants | The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2018 2017 Expected term - minimum (in years) 5.5 6 Expected term - maximum (in years) 6 6 Expected volatility - minimum 68% 71% Expected volatility - maximum 73% 74% Weighted Average volatility 72% 35% Expected dividend yield — — Risk-free interest rate - minimum 2.35% 1.99% Risk-free interest rate - maximum 2.96% 2.28% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Tax Provision | The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, 2018 2017 United States $ (16,168 ) $ (27,698 ) $ (16,168 ) $ (27,698 ) |
Schedule of Components of Income Tax Benefit | The benefit from income taxes was as follows ($ in thousands): Years Ended December 31, 2018 2017 Current U.S. Federal $ — $ (9,310 ) State and local — (1,641 ) $ — $ (10,951 ) Deferred U.S. Federal $ — $ (576 ) State and local — — $ — $ (576 ) Total U.S. Federal $ — $ (9,886 ) State and local — (1,641 ) $ — $ (11,527 ) |
Schedule of Reconciliation of Effective Income Taxes | The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes as a result of the following ($ in thousands): Years Ended December 31, 2018 2017 U.S. Federal benefit at statutory rate $ (3,395 ) $ (9,417 ) State and local (benefit) / expense net of U.S. federal tax — (1,641 ) Permanent non deductible expenses for U.S. taxes 11 107 AMT credit benefit — (576 ) Change in state deferred 2,799 — Return to actual (177 ) — Other true ups (1,949 ) — Effect of change in deferred tax rate — 29,809 Valuation allowance for deferred tax assets 2,711 (29,809 ) Tax provision benefit $ — $ (11,527 ) |
Schedule of Components Deferred Income Taxes | Deferred income taxes at December 31, 2018 and 2017 consist of the following ($ in thousands): December 31, 2018 2017 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 60,544 $ 60,171 CIRM funding 1,033 1,780 Deferred rent 5 3 Share-based compensation 6,390 2,656 Intangibles 199 270 Charitable contributions 9 11 Accumulated depreciation 9 22 Accrued payroll 117 682 AMT credit — 575 Other 525 526 Deferred tax assets 68,831 66,696 Deferred tax liabilities — — 68,831 66,696 Valuation allowance (68,831 ) (66,121 ) Net deferred tax asset $ — $ 575 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The Company recognized the following gain on the date of sale of its 80.1% interest in PCT (in thousands): Fair value of consideration received $ 79,425 Transaction and retention costs (6,919 ) Carrying value of segment non-controlling interest 3,687 $ 76,193 Less carrying amount of assets and liabilities sold: Cash $ 6,727 Accounts receivable 3,702 Deferred costs 4,685 Prepaid expenses and other current assets 743 Property, plant and equipment, net 14,900 Goodwill 7,013 Intangibles, net 2,090 Other assets 215 Accounts payable (2,278 ) Accrued liabilities (2,927 ) Due from Caladrius 450 Unearned revenues (10,529 ) Notes payable (342 ) $ 24,449 Gain on sale of PCT $ 51,744 The operations and cash flows of the PCT Segment were eliminated from ongoing operations with the sale of the Company's PCT Interest. The operating results of the PCT Segment for the year ended December 31, 2017 were as follows (in thousands): 2017 Revenue $ 16,039 Cost of revenues (15,321 ) Research and development (257 ) Selling, general, and administrative (3,251 ) Other expense (14 ) Provision for income taxes (10,541 ) Gain on sale of segment 51,744 Income from discontinued operations $ 38,399 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of December 31, 2018 are as follows (in thousands): Years ended Operating Leases 2019 $ 414 2020 327 2021 308 2022 and thereafter 130 Total minimum lease payments $ 1,179 |
The Business - Narrative (Detai
The Business - Narrative (Details) - USD ($) $ in Millions | May 18, 2017 | Mar. 31, 2018 | Oct. 31, 2017 | Feb. 28, 2017 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Grants awarded | $ 8.6 | $ 12.2 | ||
PCT Segment [Member] | Discontinued Operations [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Ownership interest (percent) | 80.10% | |||
PCT Segment [Member] | Discontinued Operations [Member] | Hitachi Chemical Co., LTD [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Purchase agreement, aggregate purchase price | $ 75 | |||
Purchase agreement, additional consideration | $ 4.4 | |||
Ischemic Repair CD34 Cell Technology [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Grants awarded | $ 1.9 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2019 | |
ASU No. 2016-02 | Forecast | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease, right-of-use assets | $ 1.3 | |
Operating lease liabilities | $ 1.4 | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 10 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 3 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 3 years |
Collaboration and Hitachi Lic_2
Collaboration and Hitachi License Agreement - 2016 Hitachi Transaction (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Mar. 11, 2016 | |
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 19.90% | |
Hitachi Chemical Co., LTD [Member] | ||
Business Acquisition [Line Items] | ||
Recorded Unconditional Purchase Obligation | $ 19.4 | |
Unrecorded Unconditional Purchase Obligation, Maximum Quantity | 15 | |
PCT Allendale, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Contract Receivable | $ 5.6 | |
PCT Allendale, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Purchase Obligation | $ 4.4 | |
Minimum [Member] | PCT Allendale, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Length of Contract for Royalty Payments from Revenue Generated in Asia | 10 years |
Collaboration and Hitachi Lic_3
Collaboration and Hitachi License Agreement - 2017 Hitachi Transaction (Details) - USD ($) $ in Thousands | May 18, 2017 | May 31, 2018 | May 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 |
PCT Segment [Member] | Discontinued Operations [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest (percent) | 80.10% | |||||
Transaction and retention costs | $ 6,919 | |||||
Payments to Employees | $ 4,300 | |||||
Payment for Retention Agreement in Connection with Sale, First Retention Payment, Percent | 50.00% | |||||
Payment for Retention Agreement in Connection with Sale, Second Retention Payment, Percent | 50.00% | |||||
Hitachi Chemical Co., LTD [Member] | PCT Segment [Member] | Discontinued Operations [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase agreement, aggregate purchase price | 75,000 | |||||
Purchase agreement, additional consideration | 4,400 | |||||
Purchase Agreement, Potential Future Milestone Payment | 5,000 | |||||
Cumulative Revenue Threshold for Receiving Milestone Payment | 125,000 | |||||
Proceeds From Licensing Agreements, Initial Payment | $ 5,000 | |||||
Proceeds From Licensing Agreements, Closing Payments | 65,000 | |||||
Proceeds From Licensing Agreements, Escrow Amount | 5,000 | |||||
Hitachi Chemical Co., LTD [Member] | PCT Allendale, LLC [Member] | PCT Segment [Member] | Discontinued Operations [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase agreement, aggregate purchase price | $ 75,000 | |||||
Director [Member] | Robert A. Preti [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Related Party Transaction, Payment for Retention Agreement in Connection with Sale, First Retention Payment | $ 1,900 | |||||
Related Party Transaction, Payment for Retention Agreement in Connection with Sale, Second Retention Payment | $ 1,900 | |||||
Related Party Transaction, Payment for Retention Agreement in Connection with Sale, Third Retention Payment, Percentage of Milestone Payment | 5.00% |
Available-for-Sale-Securities -
Available-for-Sale-Securities - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 37,850 | $ 51,913 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 32 | 28 |
Estimated Fair Value | 37,818 | 51,885 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 33,536 | 42,701 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 32 | 28 |
Estimated Fair Value | 33,504 | 42,673 |
Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 4,314 | 9,212 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 4,314 | $ 9,212 |
Available-for-Sale-Securities_2
Available-for-Sale-Securities - Classification on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Investments, Debt and Equity Securities [Abstract] | ||
Cash and cash equivalents | $ 5,064 | $ 25,968 |
Marketable securities | 32,754 | 25,917 |
Total | $ 37,818 | $ 51,885 |
Available-for-Sale-Securities_3
Available-for-Sale-Securities - Summary of Contractual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Amortized Cost | ||
Less than one year | $ 37,850 | |
Greater than one year | 0 | |
Cost | 37,850 | $ 51,913 |
Estimated Fair Value | ||
Less than one year | 37,818 | |
Greater than one year | 0 | |
Estimated fair value | $ 37,818 | $ 51,885 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | $ 349 | $ 1,089 |
Accumulated depreciation | (184) | (832) |
Property and equipment, net | 165 | 257 |
Depreciation expense | 200 | 400 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 26 | 25 |
Computer equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 247 | 998 |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | $ 76 | $ 66 |
Loss Per Share (Details)
Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of loss per share | 1,019 | 1,072 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of loss per share | 30 | 210 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of loss per share | 58 | 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Marketable securities - available for sale | $ 32,754 | $ 25,917 |
Assets - fair value | 32,754 | 25,917 |
Level 1 | ||
Assets: | ||
Marketable securities - available for sale | 0 | 0 |
Assets - fair value | 0 | 0 |
Level 2 | ||
Assets: | ||
Marketable securities - available for sale | 32,754 | 25,917 |
Assets - fair value | 32,754 | 25,917 |
Level 3 | ||
Assets: | ||
Marketable securities - available for sale | 0 | 0 |
Assets - fair value | $ 0 | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities [Abstract] | ||
Salaries, employee benefits and related taxes | $ 1,758 | $ 1,389 |
Retention payments | 0 | 2,233 |
CIRM upfront funding - current | 2,583 | 2,446 |
Other | 516 | 1,743 |
Accrued liabilities | $ 4,857 | $ 7,811 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 0 | $ 159 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jan. 01, 2013 | |
Class of Stock [Line Items] | |||||
Common Stock Warrants, Shares | 209,818 | ||||
Aspire Capital Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Shares, Issued | 319,776 | ||||
Term Of Agreement In Months | 24 months | ||||
Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
ESPP [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized under the plan | 100,000 | 500,000 | 50,000 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 26,875 | ||||
Shares, Outstanding | 405,655 | ||||
Share-based Compensation Award, Tranche One [Member] | Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2 years | ||||
Share-based Compensation Award, Tranche Two [Member] | Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||
Share-based Compensation Award, Tranche Three [Member] | Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
weighted average estimated fair value of restricted stock | $ 3.79 | $ 3.45 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 91,740 | 181,908 | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 347,700 | $ 627,700 | |||
Restricted Stock [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Share-Based Compensation Expense (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (30,000) | |
Common stock, shares, outstanding (shares) | 9,865,735 | 9,483,911 |
Stockholders' Equity - Activity
Stockholders' Equity - Activity for Stock Options and Warrants (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / shares$ / warrantshares | Dec. 31, 2017USD ($)$ / shares$ / warrantshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 3,300 | |
Common stock, shares, outstanding (shares) | 9,865,735 | 9,483,911 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ | $ 3,300 | $ 100 |
Common Stock Warrants, Shares | 209,818 | |
Weighted Average Exercise Price, Warrants Outstanding | $ / warrant | 5.90 | 53.20 |
Weighted Average Remaining Contractual Term warrant outstanding | 4 years 2 months 9 days | |
Weighted Average Remaining Contractual Term, Warrants Outstanding | 11 months 12 days | |
Aggregate Intrinsic Value, Warrants Outstanding | $ | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Warrants Granted | 0 | |
Weighted Average Exercise Price, Warrants Granted | $ / shares | $ 0 | |
Warrants Exercised | 0 | |
Weighted Average Exercise Price, Warrants Exercised | $ / shares | $ 0 | |
Warrants Expired | 0 | |
Weighted Average Exercise Price, Warrants Expired | $ / shares | $ 0 | |
Warrants Canceled | (179,818) | |
Weighted Average Exercise Price, Warrants Canceled | $ / shares | $ 60.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 3,300 | |
shares, vested and expected to vest | 30,000 | |
Weighted Average Exercise Price, Warrants vested & expected to vest | $ / warrant | 5.90 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 30,000 | |
Weighted Average Exercise Price, Warrants Exercisable | $ / warrant | 5.90 | |
weighted Average Remaining Contractual Term, warrants vested | 4 years 2 months 9 days | |
Aggregate Intrinsic Value, Warrants vested and expected to vest | $ | $ 0 | |
Aggregate Intrinsic Value, Warrants vested | $ | $ 0 | |
US Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 30.50 | $ 33.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 3 months 18 days | 4 years 9 months 4 days |
Common stock, shares, outstanding (shares) | 30,000 | |
Weighted Average Remaining Contractual Term, Warrants Vested and Expect to Vest | 4 years 2 months 9 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,008,918 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ / shares | $ 30.80 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 5 years 3 months 4 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 157,360 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Stock Options, Outstanding at December 31, 2017 | 1,072,499 | |
Stock Options Exercised | (77,498) | |
Stock Options Forfeited | (130,801) | |
Stock Options Expired | (3,030) | |
Stock Options, Outstanding at December 31, 2018 | 1,018,530 | 1,072,499 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 32.50 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | 3.80 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 4.60 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 895,861 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares | $ 34.20 | |
Options, Vested, weighted Average Remaining Contractual Term | 4 years 9 months 11 days |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Cost Related to Nonvested Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of shares issued | 91,740 | 181,908 |
Value of shares issued | $ 347,700 | $ 627,700 |
Weighted average estimated fair value | $ 3.79 | $ 3.45 |
Restricted Stock Units [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of shares issued | 139,497 | 10,260 |
Value of shares issued | $ 711,900 | $ 55,100 |
Weighted average estimated fair value | $ 5.10 | $ 5.37 |
Stockholders' Equity - Equity P
Stockholders' Equity - Equity Plan (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($)offering_periodshares | Dec. 31, 2017shares | Jun. 30, 2018shares | Jan. 01, 2013shares | |
ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Offering Periods, Employee Stock Purchase Plan | offering_period | 2 | |||
Offering Periods, Employee Stock Purchase Plan, Term | 6 months | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 15.00% | |||
ESPP annual cap | $ | $ 25,000 | |||
percentage of stock closing price | 85.00% | |||
percentage of ESPP closing price | 85.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 100,000 | 500,000 | 50,000 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 26,875 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 405,655 | |||
2018 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,500,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,054,411 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Issuances (Details) | Sep. 14, 2016USD ($)clinical_trial_subject$ / shares | Feb. 28, 2018USD ($)shares | Nov. 30, 2015USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares | Aug. 31, 2018USD ($)shares |
Class of Stock [Line Items] | |||||||
Common Stock Warrants, Shares | shares | 209,818 | ||||||
H.C. Wainwright Sales Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | shares | 149,041 | ||||||
Sale Of Stock, Aggregate Offering Amount Authorized Per Agreement | $ 12,000,000 | ||||||
Sale Of Stock, Maximum Number Of Shares Authorized Per Agreement | shares | 2,790,697 | 4,921,260 | |||||
Sale Of Stock, Commission On Gross Proceeds Due To Third Party Upon, Percent | 3.00% | ||||||
Proceeds from Issuance of Common Stock | $ 1,000,000 | ||||||
H.C. Wainwright Sales Amended Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale Of Stock, Aggregate Offering Amount Authorized Per Agreement | $ 25,000,000 | ||||||
RD Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares Issued, Price Per Share | $ / shares | $ 4.72 | ||||||
Private Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | shares | 932,204 | 1,400,000 | |||||
Proceeds from Issuance of Common Stock, Initial Closing | $ 6,600,000 | ||||||
Proceeds from Issuance of Common Stock, Second Closing | $ 4,400,000 | ||||||
Number of Subjects, Phase 2 CLBS03 Clinical Trial, Second Closing | clinical_trial_subject | 70 | ||||||
Aspire Capital Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Purchase Commitment, Maximum Amount Committed, Shares | shares | 1,101,928 | ||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 30,000,000 | ||||||
Term Of Agreement In Months | 24 months | ||||||
Shares, Issued | shares | 319,776 | ||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 1,500,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 540,000 |
Excepted weighted-average period in years of compensation cost to be recognized | 1 year 11 months 12 days |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 0 |
Excepted weighted-average period in years of compensation cost to be recognized | 0 days |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 1,900,000 | |||
Allocated Share-based Compensation Expense | $ 2,453,000 | $ 2,852,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ 300,000 | |||
Research and Development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 446,000 | 269,000 | ||
General and Administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 2,007,000 | 1,694,000 | ||
Discontinued Operations, Disposed of by Sale [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 0 | $ 889,000 | ||
Stock Options [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 2.61 | $ 1.72 | ||
Stock Option [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition | $ 218,000 | $ 5,002,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 68.00% | 71.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 73.00% | 74.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.35% | 1.99% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.96% | 2.28% |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation Assumptions (Details) - Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 68.00% | 71.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 73.00% | 74.00% |
Fair Value Assumptions, Weighted Average Volatility Rate | 72.00% | 35.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.35% | 1.99% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.96% | 2.28% |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term, Minimum | 5 years 6 months | 6 years |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term, Minimum | 6 years | 6 years |
Research Funding (Details)
Research Funding (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | |
Deferred Revenue Arrangement [Line Items] | ||||||
Grants receivable | $ 8.6 | $ 12.2 | ||||
Funding of grant award | $ 5.7 | |||||
Milestone payment received on grant award | $ 1.9 | |||||
Progress payment received on grant award | $ 0.3 | |||||
Amortization of accrued grant funding to offset expense | $ 2.6 | $ 1.3 | ||||
Accrued Liabilities | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Accrued grant funding | 2.6 | |||||
Other Long-term Liabilities | ||||||
Deferred Revenue Arrangement [Line Items] | ||||||
Accrued grant funding | $ 1.5 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal corporate income tax rate (percent) | 21.00% | 35.00% |
Tax effect for re-measurement of deferred tax balances as result of Tax Act | $ 31.9 | |
Provisional income tax expense related to remeasurement of deferred taxes at newly enacted tax rate | 30 | |
Net operating loss carryforwards | $ 225.1 | $ 210.3 |
Market capitalization used in net operating loss analysis | 124.5 | |
Limitation on loss carryforward based Section 382 change in ownership | $ 3 |
Income Taxes - Loss from Operat
Income Taxes - Loss from Operations Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Loss before before benefit from income taxes and noncontrolling interests, domestic | $ (16,168) | $ (27,698) |
Loss before benefit from income taxes and noncontrolling interests | $ (16,168) | $ (27,698) |
Income Taxes - Components of Be
Income Taxes - Components of Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current | ||
U.S. Federal | $ 0 | $ (9,310) |
State and local | 0 | (1,641) |
Total current income tax benefit | 0 | (10,951) |
Deferred | ||
U.S. Federal | 0 | (576) |
State and local | 0 | 0 |
Total deferred income tax benefit | 0 | (576) |
Total | ||
U.S. Federal | 0 | (9,886) |
State and local | 0 | (1,641) |
Tax provision benefit | $ 0 | $ (11,527) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
U.S. Federal benefit at statutory rate | $ (3,395) | $ (9,417) |
State and local (benefit) / expense net of U.S. federal tax | 0 | (1,641) |
Permanent non deductible expenses for U.S. taxes | 11 | 107 |
AMT credit benefit | (576) | |
Change in state deferred | 2,799 | 0 |
Return to actual | (177) | 0 |
Other true ups | (1,949) | 0 |
Effect of change in deferred tax rate | 0 | 29,809 |
Valuation allowance for deferred tax assets | 2,711 | (29,809) |
Tax provision benefit | $ 0 | $ (11,527) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Accumulated net operating losses (tax effected) | $ 60,544 | $ 60,171 |
CIRM funding | 1,033 | 1,780 |
Deferred rent | 5 | 3 |
Share-based compensation | 6,390 | 2,656 |
Intangibles | 199 | 270 |
Charitable contributions | 9 | 11 |
Accumulated depreciation | 9 | 22 |
Accrued payroll | 117 | 682 |
AMT credit | 0 | 575 |
Other | 525 | 526 |
Deferred tax assets | 68,831 | 66,696 |
Deferred tax liabilities | 0 | 0 |
Net deferred tax asset, before valuation allowance | 68,831 | 66,696 |
Valuation allowance | (68,831) | (66,121) |
Net deferred tax asset | $ 0 | $ 575 |
Discontinued Operations - PCT S
Discontinued Operations - PCT Segment Narrative (Details) - PCT Segment [Member] - Discontinued Operations [Member] - USD ($) $ in Thousands | May 18, 2017 | Mar. 31, 2017 | Sep. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership interest (percent) | 80.10% | ||
Transaction and retention costs | $ 6,919 | ||
Payments to Employees | $ 4,300 | ||
Payment for Retention Agreement in Connection with Sale, First Retention Payment, Percent | 50.00% | ||
Payment for Retention Agreement in Connection with Sale, Second Retention Payment, Percent | 50.00% | ||
Hitachi Chemical Co., LTD [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase agreement, aggregate purchase price | 75,000 | ||
Purchase agreement, additional consideration | 4,400 | ||
Purchase Agreement, Potential Future Milestone Payment | 5,000 | ||
Cumulative Revenue Threshold for Receiving Milestone Payment | 125,000 | ||
Proceeds From Licensing Agreements, Initial Payment | $ 5,000 | ||
Proceeds From Licensing Agreements, Closing Payments | 65,000 | ||
Proceeds From Licensing Agreements, Escrow Amount | $ 5,000 |
Discontinued Operations - Gain
Discontinued Operations - Gain on Sale of PCT Segment (Details) - PCT Segment [Member] - Discontinued Operations [Member] - USD ($) $ in Thousands | May 18, 2017 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Fair value of consideration received | $ 79,425 | |
Transaction and retention costs | (6,919) | |
Carrying value of segment non-controlling interest | 3,687 | |
Total consideration net of transaction costs and adjustments | 76,193 | |
Less carrying amount of assets and liabilities sold: | ||
Cash | 6,727 | |
Accounts receivable | 3,702 | |
Deferred costs | 4,685 | |
Prepaid expenses and other current assets | 743 | |
Property, plant and equipment, net | 14,900 | |
Goodwill | 7,013 | |
Intangibles, net | 2,090 | |
Other assets | 215 | |
Accounts payable | (2,278) | |
Accrued liabilities | (2,927) | |
Due from Caladrius | 450 | |
Unearned revenues | (10,529) | |
Notes payable | (342) | |
Disposal group, including discontinued operation, net assets | 24,449 | |
Gain on sale of PCT | $ 51,744 | $ 51,744 |
Discontinued Operations - Opera
Discontinued Operations - Operating Results of PCT Segment (Details) - USD ($) $ in Thousands | May 18, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations | $ 0 | $ 38,399 | |
PCT Segment [Member] | Discontinued Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 16,039 | ||
Cost of revenues | (15,321) | ||
Research and development | (257) | ||
Selling, general, and administrative | (3,251) | ||
Other expense | (14) | ||
Provision for income taxes | (10,541) | ||
Gain on sale of segment | $ 51,744 | 51,744 | |
Income from discontinued operations | $ 38,399 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Leases, Future Minimum Payments Due [Abstract] | ||
2019 | $ 414 | |
2020 | 327 | |
2021 | 308 | |
2022 and thereafter | 130 | |
Total minimum lease payments | 1,179 | |
Operating leases expenses | $ 800 | $ 1,400 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Mar. 13, 2019USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Number of shares sold (in shares) | shares | 250,000 |
Price of shares sold (in dollars per share) | $ / shares | $ 4 |
Gross price for stock transaction | $ 1,000,000 |
Lincoln Park | |
Subsequent Event [Line Items] | |
Aggregate offering amount authorized per registration rights agreement | $ 26,000,000 |
Shares issued as consideration per agreement (in shares) | shares | 181,510 |
Term of registration rights agreement (in months) | 36 months |
Remaining authorized amount available per agreement | $ 25,000,000 |
Number of shares allowable to direct for Regular Purchase (in shares) | shares | 100,000 |
Maximum obligation per directed purchase transaction for Regular Purchase | $ 2,500,000 |
Maximum shares allowed in Accelerated Purchase as percent of shares in Regular Purchase (percent) | 300.00% |
Maximum shares allowed in Accelerated Purchase as percent of shares traded during specified period (percent) | 30.00% |
Maximum beneficial ownership allowable per registration rights agreement | 9.99% |