Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CYTRX CORP | ||
Entity Central Index Key | 799,698 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 123 | ||
Entity Common Stock, Shares Outstanding | 66,480,065 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 22,261,372 | $ 32,218,905 |
Short-term investments | 35,035,420 | 45,621,593 |
Receivables | 4,593,475 | 2,019,293 |
Interest receivable | 28,130 | 104,627 |
Prepaid expenses and other current assets | 2,373,708 | 3,250,355 |
Total current assets | 64,292,105 | 83,214,773 |
Equipment and furnishings, net | 1,467,681 | 970,873 |
Goodwill | 183,780 | 183,780 |
Other assets | 1,080,872 | 1,323,156 |
Total assets | 67,024,438 | 85,692,582 |
Current liabilities: | ||
Accounts payable | 8,058,624 | 6,655,962 |
Accrued expenses and other current liabilities | 9,693,359 | 5,994,072 |
Non-cash litigation settlement due in shares of common stock | 4,500,000 | 0 |
Warrant liability | 693,457 | 5,131,085 |
Total current liabilities | $ 22,945,440 | $ 17,781,119 |
Commitment and contingencies | ||
Stockholders' equity: | ||
Preferred Stock, $.01 par value, 5,000,000 shares authorized, including 25,000 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $.001 par value, 250,000,000 shares authorized; 66,480,065 and 55,921,986 shares issued and outstanding at December 31, 2015 and 2014, respectively | 66,480 | 55,924 |
Additional paid-in capital | 409,107,292 | 376,975,984 |
Treasury stock, at cost (199,275 shares at December 31, 2014) | 0 | (2,612,861) |
Accumulated deficit | (365,094,774) | (306,507,584) |
Total stockholders' equity | 44,078,998 | 67,911,463 |
Total liabilities and stockholders' equity | $ 67,024,438 | $ 85,692,582 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' equity: | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Series A Junior Participating Preferred Stock, shares authorized (in shares) | 25,000 | 25,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 66,480,065 | 55,921,986 |
Common stock, shares outstanding (in shares) | 66,480,065 | 55,921,986 |
Treasury stock (in shares) | 0 | 199,275 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Licensing revenue | $ 100,000 | $ 100,000 | $ 300,000 |
Expenses: | |||
Research and development | 43,395,574 | 36,677,706 | 17,500,469 |
General and administrative | 19,664,904 | 12,845,231 | 10,273,576 |
Depreciation and amortization | 317,649 | 182,927 | 120,399 |
Total expenses | 63,378,127 | 49,705,864 | 27,894,444 |
Loss before other income (loss) | (63,278,127) | (49,605,864) | (27,594,444) |
Other income (loss): | |||
Interest income | 233,958 | 305,331 | 137,676 |
Other income, net | 20,151 | 132,114 | 183,025 |
Gain (loss) on warrant liability | 4,437,628 | 19,051,239 | (20,210,094) |
Loss before provision for income taxes | (58,586,390) | (30,117,180) | (47,483,837) |
Provision for income taxes | (800) | (800) | (1,600) |
Net loss | $ (58,587,190) | $ (30,117,980) | $ (47,485,437) |
Basic and diluted loss per share (in dollars per share) | $ (0.97) | $ (0.55) | $ (1.44) |
Basic and diluted weighted average shares outstanding (in shares) | 60,483,151 | 54,371,151 | 32,891,202 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2012 | $ 30,608 | $ 261,318,638 | $ (228,904,167) | $ (2,279,238) | $ 30,165,841 |
Balance (in shares) at Dec. 31, 2012 | 30,607,916 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock options/warrants for compensation and services | $ 0 | 3,798,717 | 0 | 0 | 3,798,717 |
Issuance of stock options/warrants for compensation and services (in shares) | 0 | ||||
Common stock issued in connection with a public offering | $ 11,500 | 24,083,030 | 0 | 0 | 24,094,530 |
Common stock issued in connection with a public offering (in shares) | 11,500,000 | ||||
Restricted stock expense | $ 0 | 186,389 | 0 | 0 | 186,389 |
Options and warrants exercised | $ 10 | 39,326 | 0 | 0 | 39,336 |
Options and warrants exercised (in shares) | 9,048 | ||||
Repurchase of common stock for treasury | $ 0 | 0 | 0 | (138,009) | (138,009) |
Net loss | 0 | 0 | (47,485,437) | 0 | (47,485,437) |
Balance at Dec. 31, 2013 | $ 42,118 | 289,426,100 | (276,389,604) | (2,417,247) | 10,661,367 |
Balance (in shares) at Dec. 31, 2013 | 42,116,964 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock options/warrants for compensation and services | $ 0 | 5,139,348 | 0 | 0 | 5,139,348 |
Issuance of stock options/warrants for compensation and services (in shares) | 0 | ||||
Common stock issued in connection with a public offering | $ 13,225 | 80,522,176 | 0 | 0 | 80,535,401 |
Common stock issued in connection with a public offering (in shares) | 13,225,000 | ||||
Restricted stock expense | 626,900 | ||||
Options and warrants exercised | $ 281 | 431,660 | 0 | 0 | 431,941 |
Options and warrants exercised (in shares) | 280,022 | ||||
Issuance of restricted stock for compensation | $ 100 | 626,900 | 0 | 0 | 627,000 |
Issuance of restricted stock for compensation (in shares) | 100,000 | ||||
Issuance of common stock for compensation | $ 200 | 829,800 | 0 | 0 | 830,000 |
Issuance of common stock for compensation (in shares) | 200,000 | ||||
Repurchase of common stock for treasury | $ 0 | 0 | 0 | (195,614) | (195,614) |
Net loss | 0 | 0 | (30,117,980) | 0 | (30,117,980) |
Balance at Dec. 31, 2014 | $ 55,924 | 376,975,984 | (306,507,584) | (2,612,861) | $ 67,911,463 |
Balance (in shares) at Dec. 31, 2014 | 55,921,986 | 55,921,986 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock options/warrants for compensation and services | $ 0 | 7,384,656 | 0 | 0 | $ 7,384,656 |
Issuance of stock options/warrants for compensation and services (in shares) | 0 | ||||
Common stock issued in connection with a public offering | $ 10,465 | 26,769,603 | 0 | 0 | 26,780,068 |
Common stock issued in connection with a public offering (in shares) | 10,465,000 | ||||
Restricted stock expense | 0 | ||||
Options and warrants exercised | $ 290 | 589,711 | 0 | 0 | 590,001 |
Options and warrants exercised (in shares) | 292,354 | ||||
Retirement of treasury stock | $ (199) | (2,612,662) | 0 | 2,612,861 | 0 |
Retirement of treasury stock (in shares) | (199,275) | ||||
Net loss | $ 0 | 0 | (58,587,190) | 0 | (58,587,190) |
Balance at Dec. 31, 2015 | $ 66,480 | $ 409,107,292 | $ (365,094,774) | $ 0 | $ 44,078,998 |
Balance (in shares) at Dec. 31, 2015 | 66,480,065 | 66,480,065 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (58,587,190) | $ (30,117,980) | $ (47,485,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 317,649 | 182,927 | 120,399 |
Loss on retirement of equipment and furnishings | 2,614 | 1,220 | 2,595 |
(Gain) loss on warrant liability | (4,437,628) | (19,051,239) | 20,210,094 |
Unrealized foreign exchange gain | 0 | (125,659) | (118,438) |
Stock-based compensation expense | 7,384,656 | 6,596,248 | 3,985,106 |
Non-cash litigation settlement due in common stock | 4,500,000 | 0 | 0 |
Changes in assets and liabilities: | |||
Receivable | (2,574,182) | (1,901,766) | (835) |
Interest receivable | 76,497 | (96,163) | 18,053 |
Prepaid expenses and other current assets | 1,118,931 | (2,126,771) | (1,132,428) |
Accounts payable | 916,919 | 2,779,409 | 789,655 |
Accrued expenses and other current liabilities | 3,699,287 | 3,303,967 | (139,747) |
Net cash used in operating activities | (47,582,447) | (40,555,807) | (23,750,983) |
Cash flows from investing activities: | |||
Proceeds from matured short-term investments | 76,544,319 | 38,584,980 | 24,000,000 |
Purchase of short-term investments | (65,958,146) | (57,121,593) | (27,084,980) |
Purchases of equipment and furnishings | (331,328) | (956,286) | (41,809) |
Net cash provided by (used in) investing activities | 10,254,845 | (19,492,899) | (3,126,789) |
Cash flows from financing activities: | |||
Proceeds from common stock issued in public offering, net of fees | 26,780,068 | 80,535,401 | 24,094,530 |
Proceeds from issuance of restricted stock to employee | 0 | 100 | 0 |
Repurchase of Company's own stock for treasury | 0 | (182,943) | (117,070) |
Net proceeds from exercise of stock options and warrants | 590,001 | 431,941 | 39,336 |
Net cash provided by financing activities | 27,370,069 | 80,784,499 | 24,016,796 |
Net increase (decrease) in cash and cash equivalents | (9,957,533) | 20,735,793 | (2,860,976) |
Cash and cash equivalents at beginning of year | 32,218,905 | 11,483,112 | 14,344,088 |
Cash and cash equivalents at end of year | 22,261,372 | 32,218,905 | 11,483,112 |
Supplemental disclosures of non-cash financing activities: | |||
Cashless warrant exercises | 3 | 133 | 0 |
Repurchase of Company's own stock for treasury | 0 | 12,671 | 27,829 |
Equipment and furnishings purchased but not paid | 485,743 | 23,282 | 3,360 |
Retirement of treasury stock | 2,612,861 | 0 | 0 |
Supplemental disclosure of Cash Flow Information: | |||
Cash paid during the year for income taxes | $ 800 | $ 800 | $ 800 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Business [Abstract] | |
Nature of Business | 1. Nature of Business CytRx Corporation (“CytRx” or the “Company”) is a biopharmaceutical research and development company specializing in oncology. The Company currently is focused on the clinical development of aldoxorubicin (formerly known as INNO-206), its modified version of the widely-used chemotherapeutic agent, doxorubicin. CytRx has reported positive top-line efficacy results (median progression-free survival, progression-free survival at six months, overall response rates, hazard ratios and overall survival) from its completed, global Phase 2b clinical trial with aldoxorubicin as a treatment for soft tissue sarcoma, or STS. Hazard ratios - the likelihood that the study endpoint (in this case tumor progression) will be reached during a given period - are an important measure of the reliability and uniformity of the absolute data for progression-free survival, or PFS. The trial investigated the efficacy and safety of aldoxorubicin compared with doxorubicin in subjects with first-line metastatic, locally advanced or unresectable STS. Aldoxorubicin combines the chemotherapeutic agent doxorubicin with a novel linker-molecule that binds specifically to albumin in the blood to allow for delivery of higher amounts of doxorubicin (3½ to 4 times) without the major dose-limiting toxicities seen with administration of doxorubicin alone. In the first quarter of 2014, CytRx initiated a pivotal Phase 3 trial of aldoxorubicin as a therapy for patients with STS whose tumors have progressed following treatment with chemotherapy, and it has received approval from the FDA to continue dosing patients with aldoxorubicin until disease progression in that clinical trial. The Phase 3 trial is being conducted under a Special Protocol Assessment, or SPA, granted by the U.S. Food and Drug Administration, or FDA. The SPA means that the FDA agrees that the design and analyses proposed in the Phase 3 trial protocol are acceptable to support regulatory approval of the product candidate with respect to effectiveness of the indication studied, and will not subsequently change its perspective on these matters, unless previously unrecognized public or human health concerns were to arise or CytRx were to subsequently modify the protocol. Thus, if the study demonstrates an acceptable benefit-risk profile as determined by the FDA, it would suffice as the single pivotal trial to demonstrate effectiveness and would support registration of aldoxorubicin for this indication. The clinical trial has completed its target enrollment of 400 patients at approximately 79 clinical sites in the U.S., Europe, Canada, Latin America and Australia. The Company is currently evaluating aldoxorubicin in a global Phase 2b clinical trial in small cell lung cancer, a Phase 2 clinical trial in HIV-related Kaposi's sarcoma, a Phase 2 clinical trial in patients with late-stage glioblastoma (brain cancer), a Phase 1b trial in combination with ifosfamide in patients with soft tissue sarcoma, and a Phase 1b trial in combination with gemcitabine in subjects with metastatic solid tumors. CytRx previously completed a global Phase 2b clinical trial with aldoxorubicin as a first-line therapy for STS, a Phase 1b/2 clinical trial primarily in the same indication, a Phase 1b clinical trial of aldoxorubicin in combination with doxorubicin in patients with advanced solid tumors and a Phase 1b pharmacokinetics clinical trial in patients with metastatic solid tumors. The Company is currently completing pre-clinical development for DK049, a novel anti-cancer drug conjugate that utilizes the Company’s Linker Activated Drug Release (LADR TM The Company plans to expand its pipeline of oncology candidates through its drug development activities at its laboratory facility (a branch of the Company) in Freiburg, Germany, based on novel linker technologies that can be utilized with multiple chemotherapeutic agents and may allow for greater drug concentration at tumor sites. At December 31, 2015, the Company had cash and cash equivalents of approximately $22.3 million and short-term investments of $35.0 million. On February 6, 2016, CytRx announced the signing of a long-term loan agreement with Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. for up to $40.0 million in financing, of which the Company has received $25.0 million. Management believes that its current resources will be sufficient to fund its operations for the foreseeable future. 9 , 34.3 5.4 including DK049, 4.2 15.0 , including pre-commercialization expenses long term debt or |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Revenue Recognition Monies received for license fees are deferred and recognized ratably over the performance period in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) ASC 605-25, Revenue Recognition – Multiple-Element Arrangements Revenues from contract research, government grants, and consulting fees are recognized over the respective contract periods as the services are performed, provided there is persuasive evidence or an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Once all conditions of the grant are met and no contingencies remain outstanding, the revenue is recognized as grant fee revenue and an earned but unbilled revenue receivable is recorded. There are no grant revenues earned for 2015, 2014 and 2013. Other Income Cash Equivalents Short-term Investments . Equipment and Furnishings Fair Value Measurements Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: (In thousand s) Level I Level II Level III Total Cash equivalents $ 20,673 $ — $ — $ 20,673 Short-term investments 35,035 — — 35,035 Warrant liability — — (693 ) (693 ) The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: (In thousand s) Level I Level II Level III Total Cash equivalents $ 31,159 $ — $ — $ 31,159 Short-term investments 45,622 — — 45,622 Warrant liability — — (5,131 ) (5,131 ) There were no transfers between Levels I, II and III during or The changes in carrying amounts of the warrant liability for the years ended December and were as follows: (In s) 2015 2014 Beginning balance $ 5,131 $ 24,182 Net changes in valuation (4,438 ) (19,051 ) Ending balance $ 693 $ 5,131 Liabilities measured at fair market value on a recurring basis include warrant liabilities resulting from recent debt and equity financing. In accordance with ASC - Derivatives and Hedging – Contracts in Entity’s Own Equity the warrant liabilities are being marked to fair value each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with the Company’s application of ASC - Equity-Based Payments to Non-Employees (“ASC - ”). See Warrant Liabilities below. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Patents and Patent Application Costs Net Income (Loss) Per Common Share Warrant Liabilities Liabilities measured at fair value on a recurring basis include warrant liabilities resulting from the Company’s August 2011 equity financings. In accordance with ASC 815-40, the warrant liabilities are being marked to fair value each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with CytRx’s Stock-based Compensation For stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC 505-50, Equity , Research and Development Expenses Clinical Trial Expenses Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. Concentrations of Risks Use of Estimates valuation on deferred tax assets Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01 “ Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to the Company’s financial statements, the most significant impact relates to the accounting for equity investments. It will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of the adoption of this standard on its financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in United States (“U.S. GAAP”). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers” (“ASU 2015-14”) which deferred the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and have not yet determined the method by which they will adopt the standard In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements – Going Concern (Subtopic 205-40) ”. The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and does not believe that the adoption of this guidance will have a material impact on its financial statements. |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 12 Months Ended |
Dec. 31, 2015 | |
Foreign Currency Remeasurement [Abstract] | |
Foreign Currency Remeasurement | 3 Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of the Company’s laboratory in Freiburg, Germany. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). The Company recognized a loss of approximately $6,000, $7,000 and $0 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Receivables | 4 Receivables At December 31, 2015, the Company had a receivable of $4.6 million as compared to $2.0 million at December 31, 2014, primarily related to amounts recoverable from its insurance carrier, associated with ongoing legal proceedings. See “Note 11 - Commitments and Contingencies” for additional information on legal proceedings. Due to the likelihood of the collectability of the accounts receivable, no allowance was recorded. |
Prepaid and Other Assets
Prepaid and Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid and Other Assets [Abstract] | |
Prepaid and Other Assets | 5. Prepaid and Other Assets At December 31, 2015 and 2014, the Company had $2.4 million and $3.3 million, respectively, of prepaid and other current assets, which consist primarily of deposits on contracts for research and development, prepaid insurance and leases for its facility. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Short-term Investments [Abstract] | |
Short-term Investments | 6. Short-term Investments The Company held $35.0 million of short-term investments at December 31, 2015. The Company has classified these investments as available for sale. These investments are comprised of federally insured certificates of deposit as follows: $15.0 million with a maturity date of February 26, 2016, and $20.0 million with a maturity date of March 31, 2016. At December 31, 2014, the Company held $45.6 million of short-term investments, which have since matured. |
Equipment and Furnishings
Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2015 | |
Equipment and Furnishings [Abstract] | |
Equipment and Furnishings | 7. Equipment and Furnishings Equipment and furnishings at December 31, 2015 and 2014 consist of the following (in thousands): 2015 2014 Equipment and furnishings $ 1,843 $ 1,417 Less — accumulated depreciation (375 ) (446 ) Equipment and furnishings, net $ 1,468 $ 971 Depreciation and amortization expense for the years ended December 31, 2015, 2014 and 2013 were $317,649, $182,927 and $120,399, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2015 and 2014 are summarized below (in thousands). 2015 2014 Professional fees $ 1,959 $ 2,593 Research and development costs 2,625 2,945 Litigation settlement 4,500 - Wages, bonuses and employee benefits 527 451 Other 82 5 Total $ 9,693 $ 5,994 |
Non-Cash litigation Settlement
Non-Cash litigation Settlement Due in Shares of Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Non-Cash litigation Settlement Due in Shares of Common Stock [Abstract] | |
Non-Cash litigation Settlement Due in Shares of Common Stock | 9. Non-Cash Litigation Settlement Due in Shares of Common Stock On December 10, 2015, CytRx announced that the Company had reached an agreement to settle the federal consolidated securities class action and filed a Stipulation of Settlement with the Court. As part of the settlement agreement, the Company will issue the equivalent number of shares of its common stock to the class of a non-cash amount of $4,500,000 worth at the prevailing stock price at the time of the Court's final approval of the settlement agreement, but not less than a minimum of 1,200,000 shares and not more than a maximum of 1,800,000 shares. In accordance with ASC 480, the Company has classified the $4.5 million worth of shares of the common stock as a liability included in the litigation settlement due in shares of common stock in the December 31, 2015 balance sheet, due to the variable number of shares that will be issued upon the Court's final approval of the settlement agreement. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 10. Warrant Liabilities Warrants issued in connection with the Company’s August 2011 equity public offering are classified as liabilities as opposed to equity due to their settlement terms. These warrants are non-cash liabilities and the Company is not required to expend any cash to settle these liabilities. The fair value of these warrants were recorded on the balance sheet at issuance and the warrants were marked to fair value at each financial reporting period, with changes in the fair value recorded as a gain or loss in the statement of operations. The fair value of the warrants is determined using the Black-Scholes option pricing model, which requires the use of significant judgment and estimates for the inputs used in the model. The following reflects the weighted-average assumptions for each of the periods indicated: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 0.57 % 0.46 % 0.13% - 0.58 % Expected dividend yield 0 % 0 % 0 % Expected lives 0.59 1.59 0.95 – 2.59 Expected volatility 61.7 % 89.7 % 83.4% - 95.3 % Number of warrants classified as liabilities 6,371,854 6,371,854 6,984,716 Gain (Loss) on warrant liabilities $ 4,437,628 $ 19,051,239 $ (20,210,094 ) The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. The expected lives are based on the remaining contractual lives of the related warrants at the valuation date. The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. The warrants relating to the Company’s August 2011 equity public offering will expire on August, 1, 2016, to the extent they are not exercised prior to that date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Commitments The Company acquires assets still in development and enters into research and development arrangements with third parties that often require milestone and royalty payments to the third party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required , up to an aggregate of $7.5 million also , . In respect of aldoxorubicin, it agreed to pay up to a maximum amount of approximately $18.3 million, payable in shares of its common stock, These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations in any one period. In addition, these arrangements often give CytRx the discretion to unilaterally terminate development of the product, which would allow CytRx to avoid making the contingent payments; however, CytRx is unlikely to cease development if the compound successfully achieves clinical testing objectives. CytRx’s current contractual obligations that will require future cash payments are as follows (in thousands): Operating Leases (1) Employment Agreements (2) Research and Development (3) Total 2016 $ 318 $ 3,647 $ 27,940 $ 31,905 2017 383 1,057 8,652 10,092 2018 363 1,057 86 1,506 2019 278 — 11 289 2020 59 — — 59 Thereafter — — — — Total $ 1,401 $ 5,761 $ 36,689 $ 43,851 ____________ (1) Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $351,075, $335,991, and $315,134 in 2015, 2014 and 2013, respectively. (2) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company's executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and in some cases provide for minimum annual bonuses, and employee benefits, as well. New employment agreements for the Company's other executive officers are usually entered into annually or biennially. (3) Research and development obligations relate primarily to clinical trials. All of these purchase obligations are cancelable.. Contingencies The Company applies the disclosure provisions of ASC 460, Guarantees The Company is occasionally involved in legal proceedings and other matters arising from the normal course of business. As previously reported in the Company’s Quarterly Report filed with the SEC on November 3, 2015, on June 13, 2014, three purported securities class action lawsuits pending against it and certain of its officers and directors in the United States District Court for the Central District of California were consolidated in the matter of In re CytRx Corporation Securities Litigation, 2:14-CV-01956-GHK (PJWx ) (the “Federal Class Action”), On August 7, 2015, amended and and, as a result of the settlement of the case as set forth below, the motion to dismiss has not been ruled on by the Court. On April 3, 2014, a purported class action lawsuit was filed against the Company and certain of its officers and each of its directors, as well as certain underwriters, in the Superior Court of California, County of Los Angeles, captioned Rajasekaran v. CytRx Corporation, et al., BC541426. The complaint purports to be brought on behalf of all shareholders who purchased or otherwise acquired its common stock pursuant or traceable to its public offering that closed on February 5, 2014. The complaint alleges that defendants violated the federal securities laws by making materially false and misleading statements in its filings with the SEC. The complaint seeks compensatory damages in an unspecified amount, rescission, and attorney’s fees and costs. On October 14, 2014, the Court granted the parties’ joint ex parte motion to stay this proceeding pending resolution of motions to dismiss in the related federal action, In re CytRx Corporation Securities Litigation, 2:14-CV-01956-GHK (PJWx). On December 29, 2015, as a result of the parties informing the Court that the settlement of the Federal Class Action also resolved the claims and allegations in the Rajasekaran case On December 10, 2015, CytRx announced that the Company had reached an agreement to settle the federal consolidated securities class action and filed a Stipulation of Settlement with the Court. A hearing on plaintiffs’ motion for preliminary approval of the settlement was held on January 11, 2016. The agreement contains no admission of liability or wrongdoing and includes a full release of CytRx and the current and former directors and officers in connection with the allegations. The settlement is subject to definitive documentation, shareholder notice, and Court approval. The terms of the agreement provide for a settlement payment to the class of $4,000,000, of which at least $3,500,000 will be paid by its insurance carriers. The Company will also issue the equivalent number of shares of its common stock to the class of $4,500,000 worth of shares at the prevailing stock price at the time of the Court’s final approval of the settlement agreement, but not less than a minimum of 1,200,000 shares and not more than a maximum of 1,800,000 shares. On January 9, 2016, the Court preliminarily approved the settlement, and set a settlement fairness hearing for final approval of the settlement for May 9, 2016. On July 3, 2014, a shareholder derivative lawsuit was filed in the United States District Court for the Central District of California, captioned Fishman v. Kriegsman, et al., 2:14-cv-05169, purportedly on its behalf against certain of its officers and each of its directors. The complaint alleges breach of fiduciary duties, corporate waste, gross mismanagement, and unjust enrichment in connection with its alleged retention of DreamTeamGroup and MissionIR. The complaint seeks damages, restitution, corporate governance reforms, and attorney’s fees and costs. On September 3, 2014, plaintiff filed a notice to voluntarily dismiss this action against all parties without prejudice, which the Court granted on September 9, 2014. On September 10, 2014, the Delaware Court of Chancery consolidated Schwartz v. Ignarro, et al., Case No. 9864, Johnson v. Ignarro, et al., Case No. 9884, and Silverberg v. Kriegsman, et al., Case No. 9919, three shareholder derivative lawsuits described in its Quarterly Report filed with the SEC on August 6, 2014. The allegations in the Schwartz and Johnson complaints relate to the Company’s December 9, 2013 grant of stock options to certain board members and officers. The allegations in the Silverberg complaint relate to its December 9, 2013 grant of stock options to certain board members and officers, as well as its alleged retention of DreamTeamGroup and MissionIR. A consolidated complaint concentrated on the stock-option grant claims was filed on October 9, 2014. The consolidated lawsuit is captioned In re CytRx Corp. Stockholder Derivative Litigation, C.A. No. 9864-VCL. On November 10, 2014, the Company and the individual defendants filed a motion to dismiss the consolidated complaint or, in the alternative, to stay the action. The Court heard argument on the motions on January 8, 2015. The Court denied the motion to dismiss and granted in part and denied in part the motion to stay the Delaware case pending the Federal Class Action. This amount was paid by the Company’s insurance carriers in December 2015. On August 14, 2014, a shareholder derivative lawsuit, captioned Pankratz v. Kriegsman, et al., 2:14-cv-06414-PA-JPR, was filed in the United States District Court for the Central District of California purportedly on the Company’s behalf against certain of its officers and each of its directors. On August 15, 2014, a virtually identical complaint was filed, captioned Taylor v. Kriegsman, et al., 2:14-cv-06451 . Each of the complaints On October 8, 2014, the Court in Pankratz and Taylor consolidated the cases and appointed lead plaintiffs and co-lead counsel. On October 20, 2014, the Company and the individual defendants filed motions to dismiss the consolidated Pankratz and Taylor cases or, in the alternative, to stay the cases. On January 9, 2015, the Court stayed the action pending the resolution of the consolidated Delaware derivative action. On February 27, 2015, the Pankratz and Taylor plaintiffs filed a motion to vacate the stay. On June 24, 2015, the Court granted the motion to lift the stay in light of the pending settlement of the Delaware derivative litigation discussed above. The Court further denied the motion to dismiss without prejudice and invited the Company to move to dismiss the case within 30 days pursuant to the doctrine of forum non conveniens forum non conveniens forum non conveniens, On January 5, 2016, the Company announced that it had reached an agreement to settle the consolidated stockholder derivative lawsuits, In Re CytRx Corporation Stockholder Derivative Litigation On December 14, 2015, a shareholder derivative complaint, captioned Niedermeyer et al. v. Kriegsman et al. , C.A. No. 11800, was filed in the Delaware Court of Chancery purportedly on the Company’s behalf against certain of its officers and directors. The complaint alleges breach of fiduciary duty, unjust enrichment, and gross mismanagement in connection with the Company’s alleged retention of DreamTeamGroup and MissionIR, as well as its December 2013 grant of stock options to certain board members and officers. The complaint seeks unspecified damages, corporate governance and internal procedures reforms, restitution, disgorgement of all profits, benefits, and other compensation obtained by the individual defendants, and the costs and disbursements of the action. On February 26, 2016, the Company and the defendants filed two motions with the Court of Chancery. First, we moved to dismiss because the Niedermayer complaint fails to state a claim upon which relief can be granted and because the allegations and claims in the Niedermayer complaint are effectively resolved by the settlement of the consolidated stockholder derivative lawsuits, In Re CytRx Corporation Stockholder Derivative Litigation , pending in the United States District Court for the Central District of California, and the settlement of the derivative lawsuits already approved by the Delaware Court of Chancery, In re CytRx Corp. Stockholder Derivative Litigation, C.A. No. 9864-VCL . Second, we moved to stay the Niedermayer case until the Central District of California completes the approval process for the settlement of the consolidated derivative actions pending in that court, In Re CytRx Corporation Stockholder Derivative Litigation . The Company evaluates developments in legal proceedings and other matters on a quarterly basis. The Company records accruals for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company has accrued $ 9.0 million of litigation settlement, of which $ 3.5 million will be paid by the Company’s insurance carriers and is recorded on the balance sheet as an accounts receivable, and a non-cash amount of $ 4.5 million which will be settled by the issuance of the Company’s common stock. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Equity Transactions [Abstract] | |
Equity Transactions | 12. Equity Transactions As of December 31, 2015, the Company has reserved approximately 6.0 million of its authorized but unissued shares of common stock for future issuance pursuant to its employee stock option plans issued to employees and consultants. On October 26, 2015, the Company retired 199,275 shares of its treasury stock at cost ($2.6 million). On July the Company completed a underwritten public offering, in which it sold and issued approximately shares of common stock at a price of per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately . On March the Company issued common shares to KTB Tumorforschungs GmbH, the licensor of aldoxorubicin, in connection with the establishment of the Company’s Freiburg, Germany research and development laboratory. The fair value of the shares was , based on the stock price as of the date of the transaction. On February the Company completed an underwritten public offering, in which it sold and issued shares of common stock at a price of per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately . On October the Company completed a underwritten public offering, in which it sold and issued shares of common stock at a price of per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately |
Stock Options and Equity-Classi
Stock Options and Equity-Classified Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Stock Options and Equity-Classified Warrants [Abstract] | |
Stock Options and Equity-Classified Warrants | 13. Stock Options and Equity-Classified Stock Options The Company has a 2000 Long-Term Incentive Plan under which 1.4 million shares of common stock were originally reserved for issuance. As of December 31, 2015, there were approximately 0.6 million The Company also has a 2008 Stock Incentive Plan under which 20 million shares of common stock are reserved for issuance. As of December 31, 2015, there were 13.6 million shares subject to outstanding stock options and 6.4 million shares available for future grant under this plan. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, On June 2, 2015, the Company it they its its The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2015 2014 2013 Risk-free interest rate 1.74% - 2.42 % 1.74% - 2.12 % 0.91% - 2.79 % Expected volatility 74% - 85 % 82% - 90 % 85% - 89 % Expected lives (years) 6 - 10 6 - 10 6 - 10 Expected dividend yield 0.00 % 0.00 % 0.00 % The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For option grants issued during years ended December 31, 2015, 2014 and 2013, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior at this time and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s options of ten years with the average vesting term of three years for an average of six years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. Based on historical experience, for each of the years ended December 31, 2015 and 2014, the Company has estimated an annualized forfeiture rate of 10% for options granted to its employees, 2% for options granted to senior management and 0% for options granted to directors; for the year ended December 31, 2013, the Company has estimated an annualized forfeiture rate of 12% for options granted to its employees, 2% for options granted to senior management and 0% for options granted to directors. Compensation costs will be adjusted for future changes in estimated forfeitures. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated. No amounts relating to employee stock-based compensation have been capitalized. At December 31, 2015, there remained approximately $5.6 million of unrecognized compensation expense related to unvested stock options granted to current employees and directors, to be recognized as expense over a weighted-average period of 1.26 years. Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Outstanding — beginning of year 9,348,592 6,228,593 3,240,850 $ 2.83 $ 3.11 $ 4.08 Granted 4,590,000 3,180,000 3,323,176 2.61 2.47 2.43 Exercised (287,143 ) (1,667 ) (476 ) 2.05 1.83 1.93 Forfeited — (24,333 ) (127,812 ) — 2.81 3.09 Expired (77,587 ) (34,001 ) (207,145 ) 5.58 8.18 9.59 Outstanding — end of year 13,573,862 9,348,592 6,228,593 3.11 2.83 3.11 Exercisable at end of year 8,015,164 4,901,511 3,125,720 $ 3.45 $ 3.22 $ 3.86 Weighted average fair value of stock options granted during the year: $ 1.88 $ 1.80 $ 1.82 For stock options paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC 505-50. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to performance, the value of these options, as calculated using the Black-Scholes option pricing model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options are fully vested. The Company recorded approximately $0, $1,276,000 and $40,000 of non-cash charges related to the issuance of stock options to certain consultants in exchange for services during 2015, 2014 and 2013, respectively. At December 31, 2015, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Stock Options Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Outstanding — beginning of year 692,143 167,143 142,143 $ 3.47 $ 5.69 $ 6.20 Granted — 550,000 25,000 — 2.76 2.79 Exercised — — — — — — Expired/Forfeited (56,429 ) (25,000 ) — 8.54 2.79 — Outstanding — end of year 635,714 692,143 167,143 3.02 3.47 5.69 Exercisable at end of year 635,714 692,143 167,143 $ 3.02 $ 3.47 $ 5.69 Weighted average fair value of stock options granted during the year: $ — $ 2.32 $ 1.98 The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2015 2014 2013 Risk-free interest rate — 2.23 % 2.05 % Expected volatility — 85.0 % 84.8 % Expected lives (years) — 10 10 Expected dividend yield — 0 % 0 % The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2015: Range of Exercise Prices Number of Options Weighted Average RemainingContractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $ 1.75 — 2.00 1,374,500 6.95 $ 1.83 1,374,500 6.95 $ 1.83 $ 2.01 — 2.50 8,215,556 9.14 2.33 3,280,923 8.54 2.30 $ 2.51 — 4.00 986,980 8.06 2.89 919,481 8.01 2.87 $ 4.01 — 32.55 3,632,540 7.03 5.38 3,075,974 6.85 5.48 14,209,576 8.31 $ 3.10 8,650,878 7.63 $ 3.42 The aggregate intrinsic value of outstanding options and options vested as of December 31, 2015 and the options exercised during 2015 were $3.8 million, $2.3 million and $0.2 million, respectively, which represent options whose exercise price was less than the closing fair market value of the Company’s common stock on December 31, 2015 of $2.65. The following table sets forth the total stock-based compensation expense resulting from stock options and warrants included in the Company’s Statements of Operations: Years Ended December 31, 2015 2014 2013 Research and development - employee $ 1,590,267 $ 932,482 $ 241,459 General and administrative - employee 5,568,537 2,383,624 2,659,105 Total employee stock-based compensation $ 7,158,804 $ 3,316,106 $ 2,900,564 Research and development – non-employee $ — $ 86,539 $ — General and administrative – non-employee 225,852 1,736,703 898,153 Total non-employee stock-based compensation $ 225,852 $ 1,823,242 $ 898,153 Restricted Stock The Company did not issue any restricted stock for the year ended December 31, 2015. On January 1, 2014, the Company granted to Dr. Daniel Levitt, Executive Vice President and Chief Medical Officer, 100,000 shares of restricted common stock pursuant to the 2008 Plan, which shares have now fully vested. The fair value of the restricted stock is based on the market price of the Company’s shares on the grant date less the par value received as consideration. The fair value of the restricted shares granted on January 1, 2014 was $626,900. The Company recorded an employee stock-based compensation expense for restricted stock of $0, $626,900 and $186,389 for the years ended December 31, 2015, 2014 and 2013, respectively. Equity-Classified In March 2015, the Company extended the term of the 250,000 warrants issued in November 2013 by three years. These warrants will now expire in 2018. The Company recognized a non-employee stock-based compensation expense of $61,480 relating to the term extension in 2015. In March 2014, the Company its its In August 2013, the Company its they its A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Outstanding — beginning of year 7,349,760 8,324,609 7,518,113 $ 4.27 $ 4.86 $ 5.09 Granted — 25,000 816,667 — 5.60 2.80 Exercised (10,000 ) (340,527 ) (8,572 ) 2.50 2.56 4.48 Forfeited — — — — — — Expired (114,288 ) (659,322 ) (1,599 ) 3.82 12.66 14.99 Outstanding — end of year 7,225,472 7,349,760 8,324,609 4.28 4.27 4.86 Exercisable at end of year 7,225,472 7,149,760 7,924,609 $ 4.28 $ 4.32 $ 4.98 Weighted average fair value of warrants granted during the year: $ — $ 3.46 $ 1.31 During 2015, 10,000 warrants were surrendered in connection with the cashless exercise, as compared to 62,172 warrants during 2014. There were no cashless exercises of warrants in 2013. The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2015: Warrants Outstanding Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Warrants Number of Shares Exercisable Exercisable Weighted Average Exercise Price $ 2.10 — 2.60 578,573 2.32 $ 2.42 578,573 $ 2.42 $ 2.61 — 3.60 125,000 2.86 3.00 125,000 3.00 $ 3.61 — 4.60 6,496,899 0.63 4.47 6,496,899 4.47 $ 4.61 — 5.60 25,000 8.21 5.60 25,000 5.60 7,225,472 0.83 $ 4.28 7,225,472 $ 4.28 On August 1, 2016, 6,371,899 warrants priced at $4.48 expire. |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 12 Months Ended |
Dec. 31, 2015 | |
Stockholder Protection Rights Plan [Abstract] | |
Stockholder Protection Rights Plan | 14. Stockholder Protection Rights Plan Effective April 16, 1997, the Company’s board of directors declared a distribution of one right (“Rights”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on May 15, 1997 and for each share of common stock issued by the Company thereafter and prior to a Flip-in Date (as defined below). Each Right entitles the registered holder to purchase from the Company one-ten thousandth (1/10,000th) of a share of Series A Junior Participating Preferred Stock, at an exercise price of $30. The Rights are generally not exercisable until 10 business days after an announcement by the Company that a person or group of affiliated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the Company’s then outstanding shares of common stock (a “Flip-in Date”). In the event the Rights become exercisable as a result of the acquisition of shares, each Right will enable the owner, other than the Acquiring Person, to purchase at the Right’s then-current exercise price a number of shares of common stock with a market value equal to twice the exercise price. In addition, unless the Acquiring Person owns more than 50% of the outstanding shares of common stock, the Board of Directors may elect to exchange all outstanding Rights (other than those owned by such Acquiring Person) at an exchange ratio of one share of common stock per Right. All Rights that are owned by any person on or after the date such person becomes an Acquiring Person will be null and void. The Rights have been distributed to protect the Company’s stockholders from coercive or abusive takeover tactics and to give the Board of Directors more negotiating leverage in dealing with prospective acquirers. In April 2007, the Company extended the stockholder rights plan through April 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes At December 31, 2015, the Company had federal and state net operating loss carryforwards of $281.6 million and $173.7 million, respectively, available to offset against future taxable income, which expire in 2016 through 2034. As a result of a change in-control that occurred in the CytRx shareholder base, approximately $62.3 million in federal net operating loss carryforwards became substantially limited in their annual availability. Management currently believes that the remaining $219.3 million in federal net operating loss carryforwards, and the $173.7 million in state net operating loss carryforwards, are unrestricted. As of December 31, 2015, CytRx also had research and development and alternative minimum tax credits for federal and state purposes of approximately $14.8 million and $19.5 million, respectively, available for offset against future income taxes, which expire in 2022 through 2035. Based on an assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred tax valuation allowance has been recorded against these assets. Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 105,661 $ 86,541 Tax credit carryforwards 27,671 22,716 Equipment, furnishings and other 10,547 14,396 Total deferred tax assets 143,879 123,653 Deferred tax liabilities (270 ) (187 ) Net deferred tax assets 143,609 123,466 Valuation allowance (143,609 ) (123,466 ) $ — $ — For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended December 31, 2015 and 2014 was $20.1 million and $23.4 million, respectively. The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Years ended December 31, 2015 2014 2013 Federal benefit at statutory rate $ (19,919 ) $ (10,240 ) $ (16,145 ) State income taxes, net of Federal taxes (3,556 ) (2,773 ) (1,517 ) State credits (1,324 ) (990 ) (787 ) Warrant liabilities (1,509 ) (6,477 ) 6,871 Other permanent differences 16 37 14 Provision related to change in valuation allowance 20,142 23,440 14,606 Current year tax credit (2,050 ) (1,300 ) (1,034 ) Return to provision 8,198 (1,504 ) (2,011 ) Other, net 3 (192 ) 5 $ 1 $ 1 $ 2 There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2015. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2015, the tax returns for 2011 through 2015 remain open to examination by the Internal Revenue Service and various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the years ended December 31, 2015, 2014 and 2013, the Company had accrued no interest or penalties related to uncertain tax positions. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data (unaudited) [Abstract] | |
Quarterly Financial Data (unaudited) | 16. Quarterly Financial Data (unaudited) Summarized quarterly financial data for 2015 and 2014 is as follows (in thousands, except per share data): Quarters Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) 2015 Total revenues $ — $ — $ — $ 100 Net loss $ (17,525 ) $ (11,687 ) $ (7,073 ) $ (22,302 ) Basic and diluted loss per share applicable to common stock $ (0.31 ) $ (0.21 ) $ (0.11 ) $ (0.34 ) 2014 Total revenues $ — $ — $ — $ 100 Net income (loss) $ 4,665 $ (15,719 ) $ (5,625 ) $ (13,439 ) Basic income (loss) per share applicable to common stock $ 0.09 $ (0.28 ) $ (0.10 ) $ (0.24 ) Diluted income (loss) per share applicable to common stock $ 0.08 $ (0.28 ) $ (0.10 ) $ (0.24 ) Quarterly and year-to-date loss per share amounts are computed independently of each other. Therefore, the sum of the per share amounts for the quarters may not agree to the per share amounts for the year. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Event [Abstract] | |
Subsequent Event | 17. Subsequent Event On February 5, 2016, the Company entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. ("HTGC"), as administrative agent and lender, and Hercules Technology III, L.P., as lender, pursuant to which the lenders agreed to make available long-term loans in an aggregate principal amount of up to $40 million, subject to certain conditions. The lenders made an initial term loan to demonstrates Company's The term loans will bear interest at the daily variable rate per annum equal to 6.00% plus the prime rate, or 9.5%, whichever is greater. The Company is required to make interest-only payments on the term loans through February 28, 2017, and beginning on March 1, 2017 it will be required to make amortizing payments of principal and accrued interest in equal monthly installments until the maturity date of the term loans. If the Company achieves the milestone as it relates to the Phase 3 clinical trial of aldoxorubicin, the interest-only payment period will be extended through August 31, 2017, and if any additional term loan is extended by the lenders, the interest-only payment period will be extended through February 28, 2018. All outstanding principal and accrued interest on the term loans will be due and payable in full on the maturity date of February 1, 2020. As security for the Company's |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2015 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | CYTRX CORPORATION SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, and Additions Description Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Year Reserve Deducted in the Balance Sheet from the Asset to Which it Applies: Allowance for Deferred Tax Assets Year ended December 31, 2015 $ 123,466,000 $ — $ 20,143,000 $ — $ 143,609,000 Year ended December 31, 2014 $ 100,026,000 $ — $ 23,440,000 $ — $ 123,466,000 Year ended December 31, 2013 $ 85,420,000 $ — $ 14,606,000 $ — $ 100,026,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Revenue Recognition | Revenue Recognition Monies received for license fees are deferred and recognized ratably over the performance period in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) ASC 605-25, Revenue Recognition – Multiple-Element Arrangements Revenues from contract research, government grants, and consulting fees are recognized over the respective contract periods as the services are performed, provided there is persuasive evidence or an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Once all conditions of the grant are met and no contingencies remain outstanding, the revenue is recognized as grant fee revenue and an earned but unbilled revenue receivable is recorded. There are no grant revenues earned for 2015, 2014 and 2013. |
Other Income | Other Income |
Cash Equivalents | Cash Equivalents |
Short-term Investments | Short-term Investments . |
Equipment and Furnishings | Equipment and Furnishings |
Fair Value Measurements | Fair Value Measurements Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: (In thousand s) Level I Level II Level III Total Cash equivalents $ 20,673 $ — $ — $ 20,673 Short-term investments 35,035 — — 35,035 Warrant liability — — (693 ) (693 ) The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: (In thousand s) Level I Level II Level III Total Cash equivalents $ 31,159 $ — $ — $ 31,159 Short-term investments 45,622 — — 45,622 Warrant liability — — (5,131 ) (5,131 ) There were no transfers between Levels I, II and III during or The changes in carrying amounts of the warrant liability for the years ended December and were as follows: (In s) 2015 2014 Beginning balance $ 5,131 $ 24,182 Net changes in valuation (4,438 ) (19,051 ) Ending balance $ 693 $ 5,131 Liabilities measured at fair market value on a recurring basis include warrant liabilities resulting from recent debt and equity financing. In accordance with ASC - Derivatives and Hedging – Contracts in Entity’s Own Equity the warrant liabilities are being marked to fair value each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with the Company’s application of ASC - Equity-Based Payments to Non-Employees (“ASC - ”). See Warrant Liabilities below. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. |
Patents and Patent Application Costs | Patents and Patent Application Costs |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share |
Warrant Liabilities | Warrant Liabilities Liabilities measured at fair value on a recurring basis include warrant liabilities resulting from the Company’s August 2011 equity financings. In accordance with ASC 815-40, the warrant liabilities are being marked to fair value each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with CytRx’s |
Stock-based Compensation | Stock-based Compensation For stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC 505-50, Equity , |
Research and Development Expenses | Research and Development Expenses |
Clinical Trial Expenses | Clinical Trial Expenses |
Income Taxes | Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. |
Concentrations of Risks | Concentrations of Risks |
Use of Estimates | Use of Estimates valuation on deferred tax assets |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01 “ Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to the Company’s financial statements, the most significant impact relates to the accounting for equity investments. It will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of the adoption of this standard on its financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in United States (“U.S. GAAP”). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers” (“ASU 2015-14”) which deferred the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and have not yet determined the method by which they will adopt the standard In August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements – Going Concern (Subtopic 205-40) ”. The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect to early adopt this guidance and does not believe that the adoption of this guidance will have a material impact on its financial statements. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Fair Value Measurements for Assets and Liabilities on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: (In thousand s) Level I Level II Level III Total Cash equivalents $ 20,673 $ — $ — $ 20,673 Short-term investments 35,035 — — 35,035 Warrant liability — — (693 ) (693 ) The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: (In thousand s) Level I Level II Level III Total Cash equivalents $ 31,159 $ — $ — $ 31,159 Short-term investments 45,622 — — 45,622 Warrant liability — — (5,131 ) (5,131 ) |
Changes in Carrying Amounts of Warrant Liabilities | The changes in carrying amounts of the warrant liability for the years ended December and were as follows: (In s) 2015 2014 Beginning balance $ 5,131 $ 24,182 Net changes in valuation (4,438 ) (19,051 ) Ending balance $ 693 $ 5,131 |
Equipment and Furnishings (Tabl
Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equipment and Furnishings [Abstract] | |
Equipment and Furnishings | Equipment and furnishings at December 31, 2015 and 2014 consist of the following (in thousands): 2015 2014 Equipment and furnishings $ 1,843 $ 1,417 Less — accumulated depreciation (375 ) (446 ) Equipment and furnishings, net $ 1,468 $ 971 |
Accrued Expenses and Other Cu28
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2015 and 2014 are summarized below (in thousands). 2015 2014 Professional fees $ 1,959 $ 2,593 Research and development costs 2,625 2,945 Litigation settlement 4,500 - Wages, bonuses and employee benefits 527 451 Other 82 5 Total $ 9,693 $ 5,994 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrant Liabilities [Abstract] | |
Schedule Of Weighted-Average Assumptions | The following reflects the weighted-average assumptions for each of the periods indicated: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 0.57 % 0.46 % 0.13% - 0.58 % Expected dividend yield 0 % 0 % 0 % Expected lives 0.59 1.59 0.95 – 2.59 Expected volatility 61.7 % 89.7 % 83.4% - 95.3 % Number of warrants classified as liabilities 6,371,854 6,371,854 6,984,716 Gain (Loss) on warrant liabilities $ 4,437,628 $ 19,051,239 $ (20,210,094 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Current Contractual Obligations | CytRx’s current contractual obligations that will require future cash payments are as follows (in thousands): Operating Leases (1) Employment Agreements (2) Research and Development (3) Total 2016 $ 318 $ 3,647 $ 27,940 $ 31,905 2017 383 1,057 8,652 10,092 2018 363 1,057 86 1,506 2019 278 — 11 289 2020 59 — — 59 Thereafter — — — — Total $ 1,401 $ 5,761 $ 36,689 $ 43,851 ____________ (1) Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $351,075, $335,991, and $315,134 in 2015, 2014 and 2013, respectively. (2) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company's executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and in some cases provide for minimum annual bonuses, and employee benefits, as well. New employment agreements for the Company's other executive officers are usually entered into annually or biennially. (3) Research and development obligations relate primarily to clinical trials. All of these purchase obligations are cancelable.. |
Stock Options and Equity-Clas31
Stock Options and Equity-Classified Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of total stock-based compensation expense from stock options and warrants | The following table sets forth the total stock-based compensation expense resulting from stock options and warrants included in the Company’s Statements of Operations: Years Ended December 31, 2015 2014 2013 Research and development - employee $ 1,590,267 $ 932,482 $ 241,459 General and administrative - employee 5,568,537 2,383,624 2,659,105 Total employee stock-based compensation $ 7,158,804 $ 3,316,106 $ 2,900,564 Research and development – non-employee $ — $ 86,539 $ — General and administrative – non-employee 225,852 1,736,703 898,153 Total non-employee stock-based compensation $ 225,852 $ 1,823,242 $ 898,153 |
Significant Ranges of Outstanding Stock Options and Warrants | The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2015: Range of Exercise Prices Number of Options Weighted Average RemainingContractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $ 1.75 — 2.00 1,374,500 6.95 $ 1.83 1,374,500 6.95 $ 1.83 $ 2.01 — 2.50 8,215,556 9.14 2.33 3,280,923 8.54 2.30 $ 2.51 — 4.00 986,980 8.06 2.89 919,481 8.01 2.87 $ 4.01 — 32.55 3,632,540 7.03 5.38 3,075,974 6.85 5.48 14,209,576 8.31 $ 3.10 8,650,878 7.63 $ 3.42 |
Stock Options [Member] | Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value Assumptions of Stock Options | The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2015 2014 2013 Risk-free interest rate 1.74% - 2.42 % 1.74% - 2.12 % 0.91% - 2.79 % Expected volatility 74% - 85 % 82% - 90 % 85% - 89 % Expected lives (years) 6 - 10 6 - 10 6 - 10 Expected dividend yield 0.00 % 0.00 % 0.00 % |
Stock Options [Member] | Non-employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value Assumptions of Stock Options | The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2015 2014 2013 Risk-free interest rate — 2.23 % 2.05 % Expected volatility — 85.0 % 84.8 % Expected lives (years) — 10 10 Expected dividend yield — 0 % 0 % |
Stock Options and Warrants Activity | Presented below is the Company’s non-employee stock option activity: Stock Options Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Outstanding — beginning of year 692,143 167,143 142,143 $ 3.47 $ 5.69 $ 6.20 Granted — 550,000 25,000 — 2.76 2.79 Exercised — — — — — — Expired/Forfeited (56,429 ) (25,000 ) — 8.54 2.79 — Outstanding — end of year 635,714 692,143 167,143 3.02 3.47 5.69 Exercisable at end of year 635,714 692,143 167,143 $ 3.02 $ 3.47 $ 5.69 Weighted average fair value of stock options granted during the year: $ — $ 2.32 $ 1.98 |
Stock Options [Member] | Employees and Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options and Warrants Activity | Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Outstanding — beginning of year 9,348,592 6,228,593 3,240,850 $ 2.83 $ 3.11 $ 4.08 Granted 4,590,000 3,180,000 3,323,176 2.61 2.47 2.43 Exercised (287,143 ) (1,667 ) (476 ) 2.05 1.83 1.93 Forfeited — (24,333 ) (127,812 ) — 2.81 3.09 Expired (77,587 ) (34,001 ) (207,145 ) 5.58 8.18 9.59 Outstanding — end of year 13,573,862 9,348,592 6,228,593 3.11 2.83 3.11 Exercisable at end of year 8,015,164 4,901,511 3,125,720 $ 3.45 $ 3.22 $ 3.86 Weighted average fair value of stock options granted during the year: $ 1.88 $ 1.80 $ 1.82 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options and Warrants Activity | A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Outstanding — beginning of year 7,349,760 8,324,609 7,518,113 $ 4.27 $ 4.86 $ 5.09 Granted — 25,000 816,667 — 5.60 2.80 Exercised (10,000 ) (340,527 ) (8,572 ) 2.50 2.56 4.48 Forfeited — — — — — — Expired (114,288 ) (659,322 ) (1,599 ) 3.82 12.66 14.99 Outstanding — end of year 7,225,472 7,349,760 8,324,609 4.28 4.27 4.86 Exercisable at end of year 7,225,472 7,149,760 7,924,609 $ 4.28 $ 4.32 $ 4.98 Weighted average fair value of warrants granted during the year: $ — $ 3.46 $ 1.31 |
Significant Ranges of Outstanding Stock Options and Warrants | The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2015: Warrants Outstanding Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Warrants Number of Shares Exercisable Exercisable Weighted Average Exercise Price $ 2.10 — 2.60 578,573 2.32 $ 2.42 578,573 $ 2.42 $ 2.61 — 3.60 125,000 2.86 3.00 125,000 3.00 $ 3.61 — 4.60 6,496,899 0.63 4.47 6,496,899 4.47 $ 4.61 — 5.60 25,000 8.21 5.60 25,000 5.60 7,225,472 0.83 $ 4.28 7,225,472 $ 4.28 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 105,661 $ 86,541 Tax credit carryforwards 27,671 22,716 Equipment, furnishings and other 10,547 14,396 Total deferred tax assets 143,879 123,653 Deferred tax liabilities (270 ) (187 ) Net deferred tax assets 143,609 123,466 Valuation allowance (143,609 ) (123,466 ) $ — $ — |
Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Years ended December 31, 2015 2014 2013 Federal benefit at statutory rate $ (19,919 ) $ (10,240 ) $ (16,145 ) State income taxes, net of Federal taxes (3,556 ) (2,773 ) (1,517 ) State credits (1,324 ) (990 ) (787 ) Warrant liabilities (1,509 ) (6,477 ) 6,871 Other permanent differences 16 37 14 Provision related to change in valuation allowance 20,142 23,440 14,606 Current year tax credit (2,050 ) (1,300 ) (1,034 ) Return to provision 8,198 (1,504 ) (2,011 ) Other, net 3 (192 ) 5 $ 1 $ 1 $ 2 |
Quarterly Financial Data (una33
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data (unaudited) [Abstract] | |
Quarterly Financial Information | Summarized quarterly financial data for 2015 and 2014 is as follows (in thousands, except per share data): Quarters Ended March 31 June 30 September 30 December 31 (In thousands, except per share data) 2015 Total revenues $ — $ — $ — $ 100 Net loss $ (17,525 ) $ (11,687 ) $ (7,073 ) $ (22,302 ) Basic and diluted loss per share applicable to common stock $ (0.31 ) $ (0.21 ) $ (0.11 ) $ (0.34 ) 2014 Total revenues $ — $ — $ — $ 100 Net income (loss) $ 4,665 $ (15,719 ) $ (5,625 ) $ (13,439 ) Basic income (loss) per share applicable to common stock $ 0.09 $ (0.28 ) $ (0.10 ) $ (0.24 ) Diluted income (loss) per share applicable to common stock $ 0.08 $ (0.28 ) $ (0.10 ) $ (0.24 ) |
Nature of Business (Details)
Nature of Business (Details) | Feb. 06, 2016USD ($) | Feb. 05, 2016USD ($) | Dec. 31, 2015USD ($)ProgramPatientClinicalSite | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) |
Nature of Business [Abstract] | ||||||
Number of programs in clinical development for cancer indications | Program | 2 | |||||
Number of patients enrolled | Patient | 400 | |||||
Number of clinical sites | ClinicalSite | 79 | |||||
Estimated Projected Expenditure Type [Line Items] | ||||||
Cash and cash equivalents | $ 22,261,372 | $ 32,218,905 | $ 11,483,112 | $ 14,344,088 | ||
Short-term investments | 35,035,420 | $ 45,621,593 | ||||
Projected expenditures for clinical programs | 58,900,000 | |||||
Subsequent Event [Member] | Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | ||||||
Estimated Projected Expenditure Type [Line Items] | ||||||
Maximum borrowing capacity under long-term loan agreement | $ 40,000,000 | $ 40,000,000 | ||||
Amount received under long-term loan agreement | $ 25,000,000 | $ 25,000,000 | ||||
Aldoxorubicin [Member] | ||||||
Estimated Projected Expenditure Type [Line Items] | ||||||
Projected expenditures for clinical programs | 34,300,000 | |||||
Albumin-Binding Cancer Drugs [Member] | ||||||
Estimated Projected Expenditure Type [Line Items] | ||||||
Projected expenditures for clinical programs | 5,400,000 | |||||
General Operation [Member] | ||||||
Estimated Projected Expenditure Type [Line Items] | ||||||
Projected expenditures for clinical programs | 4,200,000 | |||||
Other General and Administrative Expenses [Member] | ||||||
Estimated Projected Expenditure Type [Line Items] | ||||||
Projected expenditures for clinical programs | $ 15,000,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | |||
Foreign exchange gain | $ 100,000 | $ 200,000 | |
Maximum maturity of highly liquid debt instrument | 90 days | ||
Maximum maturity to be considered as available for sale | 12 months | ||
Changes in carrying amounts of warrant liabilities [Abstract] | |||
Beginning balance | $ 5,131,085 | 24,182,000 | |
Net changes in valuation | (4,438,000) | (19,051,000) | |
Ending balance | $ 693,457 | $ 5,131,085 | $ 24,182,000 |
Antidilutive securities excluded from computation of earning per share amount (in shares) | 21.4 | 17.4 | 14.7 |
Recurring [Member] | |||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis | |||
Cash equivalents | $ 20,673,000 | $ 31,159,000 | |
Short-term investments | 35,035,000 | 45,622,000 | |
Warrant liability | $ (693,000) | (5,131,000) | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Level I [Member] | Recurring [Member] | |||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis | |||
Cash equivalents | $ 20,673,000 | 31,159,000 | |
Short-term investments | 35,035,000 | 45,622,000 | |
Warrant liability | 0 | 0 | |
Level II [Member] | Recurring [Member] | |||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis | |||
Cash equivalents | 0 | 0 | |
Short-term investments | 0 | 0 | |
Warrant liability | 0 | 0 | |
Level III [Member] | Recurring [Member] | |||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis | |||
Cash equivalents | 0 | 0 | |
Short-term investments | 0 | 0 | |
Warrant liability | $ (693,000) | $ (5,131,000) |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Foreign Currency Remeasurement [Abstract] | |||
Loss on foreign currency translation adjustment | $ (6,000) | $ (7,000) | $ 0 |
Receivables (Details)
Receivables (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Receivables | $ 4,593,475 | $ 2,019,293 |
Prepaid and Other Assets (Detai
Prepaid and Other Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid and Other Assets [Abstract] | ||
Prepaid and other assets | $ 2,373,708 | $ 3,250,355 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | $ 35,035,420 | $ 45,621,593 |
Certificates of Deposit [Member] | Maturity date of February 26, 2016 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | 15,000,000 | |
Certificates of Deposit [Member] | Maturity date of March 31, 2016 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | $ 20,000,000 |
Equipment and Furnishings (Deta
Equipment and Furnishings (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Equipment and furnishings, net | $ 1,467,681 | $ 970,873 | |
Depreciation and amortization | 317,649 | 182,927 | $ 120,399 |
Equipment and furnishings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment and furnishings | 1,843,000 | 1,417,000 | |
Less - accumulated depreciation | (375,000) | (446,000) | |
Equipment and furnishings, net | $ 1,468,000 | $ 971,000 |
Accrued Expenses and Other Cu41
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Professional fees | $ 1,959,000 | $ 2,593,000 |
Research and development costs | 2,625,000 | 2,945,000 |
Litigation settlement | 4,500,000 | 0 |
Wages, bonuses and employee benefits | 527,000 | 451,000 |
Other | 82,000 | 5,000 |
Total | $ 9,693,359 | $ 5,994,072 |
Non-Cash litigation Settlemen42
Non-Cash litigation Settlement Due in Shares of Common Stock (Details) - USD ($) | Dec. 31, 2015 | Dec. 10, 2015 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | |||
Litigation settlement due in shares | $ 4,500,000 | $ 0 | |
Shares to be issued related to litigation (in shares) | 66,480,065 | 55,921,986 | |
Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Shares to be issued related to litigation (in shares) | 1,200,000 | ||
Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Shares to be issued related to litigation (in shares) | 1,800,000 | ||
Corporation Stockholder Derivative Litigation [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Shares to be issued related to litigation (in shares) | 1,200,000 | ||
Corporation Stockholder Derivative Litigation [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Shares to be issued related to litigation (in shares) | 1,800,000 | ||
Corporation Stockholder Derivative Litigation [Member] | Litigation settlement due in shares of common [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation settlement due in shares | $ 4,500,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Gain (Loss) on warrant liabilities | $ 4,437,628 | $ 19,051,239 | $ (20,210,094) |
Warrant [Member] | |||
Derivative [Line Items] | |||
Risk-free interest rate | 0.57% | 0.46% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected lives | 7 months 2 days | 1 year 7 months 2 days | |
Expected volatility | 61.70% | 89.70% | |
Number of warrants classified as liabilities (in shares) | 6,371,854 | 6,371,854 | 6,984,716 |
Gain (Loss) on warrant liabilities | $ 4,437,628 | $ 19,051,239 | $ (20,210,094) |
Warrant [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Risk-free interest rate | 0.13% | ||
Expected lives | 11 months 12 days | ||
Expected volatility | 83.40% | ||
Warrant [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Risk-free interest rate | 0.58% | ||
Expected lives | 2 years 7 months 2 days | ||
Expected volatility | 95.30% |
Commitments and Contingencies44
Commitments and Contingencies (Details) | Dec. 10, 2015USD ($)shares | Dec. 20, 2013$ / shares | Dec. 10, 2013USD ($)$ / shares | Dec. 31, 2015USD ($)Lawsuitshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | Feb. 26, 2016Motion | Jun. 02, 2015shares | |
Operating leases, future cash payments [Abstract] | |||||||||
2,016 | [1] | $ 318,000 | |||||||
2,017 | [1] | 383,000 | |||||||
2,018 | [1] | 363,000 | |||||||
2,019 | [1] | 278,000 | |||||||
2,020 | [1] | 59,000 | |||||||
Thereafter | [1] | 0 | |||||||
Total | [1] | 1,401,000 | |||||||
Lease expense | 351,075 | $ 335,991 | $ 315,134 | ||||||
Employment agreements, future cash payments [Abstract] | |||||||||
2,016 | [2] | 3,647,000 | |||||||
2,017 | [2] | 1,057,000 | |||||||
2,018 | [2] | 1,057,000 | |||||||
2,019 | [2] | 0 | |||||||
2,020 | [2] | 0 | |||||||
Thereafter | [2] | 0 | |||||||
Total | [2] | 5,761,000 | |||||||
Research and development, future cash payments due [Abstract] | |||||||||
2,016 | [3] | 27,940,000 | |||||||
2,017 | [3] | 8,652,000 | |||||||
2,018 | [3] | 86,000 | |||||||
2,019 | [3] | 11,000 | |||||||
2,020 | [3] | 0 | |||||||
Thereafter | [3] | 0 | |||||||
Total | [3] | 36,689,000 | |||||||
Total, future minimum payments due [Abstract] | |||||||||
2,016 | 31,905,000 | ||||||||
2,017 | 10,092,000 | ||||||||
2,018 | 1,506,000 | ||||||||
2,019 | 289,000 | ||||||||
2,020 | 59,000 | ||||||||
Thereafter | 0 | ||||||||
Total | 43,851,000 | ||||||||
Loss Contingencies [Line Items] | |||||||||
Potential future payments | 7,500,000 | ||||||||
Litigation settlement payment | $ 4,000,000 | (4,500,000) | 0 | $ 0 | |||||
Issuance of common stock | 4,500,000 | $ 66,480 | $ 55,924 | ||||||
Common stock issued (in shares) | shares | 66,480,065 | 55,921,986 | |||||||
Number of shareholders lawsuits | Lawsuit | 3 | ||||||||
Options outstanding (in shares) | shares | 2,095,000 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.66 | $ 2.39 | |||||||
Fees and expenses related to settlement | $ 1,100,000 | ||||||||
Accrued litigation settlement expense | $ 4,500,000 | $ 0 | |||||||
Litigation accounts receivable | 3,500,000 | ||||||||
Litigation setttlement | 9,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of motions filed by the company | Motion | 2 | ||||||||
Aldoxorubicin [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Issuance of common stock | $ 18,300,000 | ||||||||
Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Legal fees to be reimbursed by insurance carrier | $ 3,500,000 | ||||||||
Common stock issued (in shares) | shares | 1,200,000 | ||||||||
Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock issued (in shares) | shares | 1,800,000 | ||||||||
[1] | Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $351,075, $335,991, and $315,134 in 2015, 2014 and 2013, respectively. | ||||||||
[2] | Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company's executive officer provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and in some cases provide for minimum annual bonuses, as well. New employment agreements for the Company's other executive officers are usually entered into annually or biennially. | ||||||||
[3] | Research and development obligations relate primarily to clinical trials. All of these purchase obligations are cancelable. |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | Oct. 26, 2015 | Jul. 24, 2015 | Mar. 15, 2014 | Feb. 05, 2014 | Oct. 15, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Line Items] | ||||||||
Authorized but unissued shares of common stock (in shares) | $ 6,000,000 | |||||||
Number of treasury stock retired (in shares) | 199,275 | |||||||
Number of treasury stock retired, value | $ (2,600,000) | 0 | ||||||
Stock issued, underwritten public offering, value | $ 28,700,000 | $ 86,000,000 | $ 25,900,000 | $ 26,780,068 | $ 80,535,401 | $ 24,094,530 | ||
Stock issued, underwritten public offering, value (in shares) | 10,500,000 | 13,200,000 | 11,500,000 | |||||
Common stock per share value (in dollars per share) | $ 2.75 | $ 6.50 | $ 2.25 | |||||
Net proceeds from issuance of common stock | $ 26,800,000 | $ 80,500,000 | $ 24,100,000 | |||||
Common stock shares outstanding (in shares) | 55,300,000 | 66,480,065 | 55,921,986 | |||||
KTB Tumorforschungs GmbH [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued (in shares) | 200,000 | |||||||
Fair value of shares issued | $ 800,000 |
Stock Options and Equity-Clas46
Stock Options and Equity-Classified Warrants (Details) - USD ($) | Dec. 20, 2013 | Dec. 10, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Jun. 02, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 2,095,000 | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Vesting period | 3 years | ||||||
Average vesting period | 6 years | ||||||
Weighted-Average Exercise Price Options [Abstract] | |||||||
Exercised (in dollars per share) | $ 4.66 | $ 2.39 | |||||
Issuance of stock options to certain consultants in exchange for services | $ 61,480 | ||||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | $ 7,384,656 | $ 6,596,248 | $ 3,985,106 | ||||
Employees [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Estimated annualized forfeiture rate | 10.00% | 10.00% | 12.00% | ||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | $ 7,158,804 | $ 3,316,106 | $ 2,900,564 | ||||
Employees [Member] | Maximum [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Expected lives | 10 years | ||||||
Employees [Member] | Research and development [Member] | |||||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | $ 1,590,267 | 932,482 | 241,459 | ||||
Employees [Member] | General and administrative [Member] | |||||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | 5,568,537 | 2,383,624 | 2,659,105 | ||||
Non-employees [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Unrecognized compensation expense related to unvested stock options, granted | $ 0 | ||||||
Weighted-Average Exercise Price Options [Abstract] | |||||||
Issuance of stock options to certain consultants in exchange for services | 0 | 1,276,000 | 40,000 | ||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | 225,852 | 1,823,242 | 898,153 | ||||
Non-employees [Member] | Research and development [Member] | |||||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | 0 | 86,539 | 0 | ||||
Non-employees [Member] | General and administrative [Member] | |||||||
Stock-based compensation expense resulting from stock options and warrants included in the Companys Statements of Operations [Abstract] | |||||||
Share-based Compensation | $ 225,852 | $ 1,736,703 | $ 898,153 | ||||
Senior Management [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Estimated annualized forfeiture rate | 2.00% | 2.00% | 2.00% | ||||
Employees and Directors [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Unrecognized compensation expense related to unvested stock options, granted | $ 5,600,000 | ||||||
Unrecognized compensation cost, recognized as expense over a weighted-average period | 1 year 3 months 4 days | ||||||
Directors [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Estimated annualized forfeiture rate | 0.00% | 0.00% | 0.00% | ||||
Stock Options [Member] | Employees [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Share based compensation arrangement by share-based payment award fair value assumptions method used | Black-Scholes option-pricing model | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||
Stock Options [Member] | Employees [Member] | Minimum [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Risk-free interest rate | 1.74% | 1.74% | 0.91% | ||||
Expected volatility | 74.00% | 82.00% | 85.00% | ||||
Expected lives | 6 years | 6 years | 6 years | ||||
Stock Options [Member] | Employees [Member] | Maximum [Member] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Risk-free interest rate | 2.42% | 2.12% | 2.79% | ||||
Expected volatility | 85.00% | 90.00% | 89.00% | ||||
Expected lives | 10 years | 10 years | 10 years | ||||
Stock Options [Member] | Non-employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 692,143 | 167,143 | 167,143 | 635,714 | |||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | |||||||
Share based compensation arrangement by share-based payment award fair value assumptions method used | Black-Scholes option-pricing model | ||||||
Risk-free interest rate | 0.00% | 2.23% | 2.05% | ||||
Expected volatility | 0.00% | 85.00% | 84.80% | ||||
Expected lives | 0 years | 10 years | 10 years | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||
Number of Options (Employees and Non-Employees) [Abstract] | |||||||
Outstanding - beginning of year (in shares) | 692,143 | 167,143 | 142,143 | ||||
Granted (in shares) | 0 | 550,000 | 25,000 | ||||
Exercised (in shares) | 0 | 0 | 0 | ||||
Expired/Forfeited (in shares) | (56,429) | (25,000) | 0 | ||||
Outstanding - end of year (in shares) | 635,714 | 692,143 | 167,143 | ||||
Exercisable at end of year (in shares) | 635,714 | 692,143 | 167,143 | ||||
Weighted average fair value of stock options granted during the year (in dollars per share) | $ 0 | $ 2.32 | $ 1.98 | ||||
Weighted-Average Exercise Price Options [Abstract] | |||||||
Outstanding - beginning of year (in dollars per share) | 3.47 | 5.69 | 6.20 | ||||
Granted (in dollars per share) | 0 | 2.76 | 2.79 | ||||
Exercised (in dollars per share) | 0 | 0 | 0 | ||||
Expired/Forfeited (in dollars per share) | 8.54 | 2.79 | 0 | ||||
Outstanding - end of year (in dollars per share) | 3.02 | 3.47 | 5.69 | ||||
Exercisable at end of year (in dollars per share) | $ 3.02 | $ 3.47 | $ 5.69 | ||||
Stock Options [Member] | Employees and Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 9,348,592 | 9,348,592 | 3,240,850 | 13,573,862 | |||
Number of Options (Employees and Non-Employees) [Abstract] | |||||||
Outstanding - beginning of year (in shares) | 9,348,592 | 6,228,593 | 3,240,850 | ||||
Granted (in shares) | 4,590,000 | 3,180,000 | 3,323,176 | ||||
Exercised (in shares) | (287,143) | (1,667) | (476) | ||||
Expired/Forfeited (in shares) | 0 | (24,333) | (127,812) | ||||
Expired (in shares) | (77,587) | (34,001) | (207,145) | ||||
Outstanding - end of year (in shares) | 13,573,862 | 9,348,592 | 6,228,593 | ||||
Exercisable at end of year (in shares) | 8,015,164 | 4,901,511 | 3,125,720 | ||||
Weighted average fair value of stock options granted during the year (in dollars per share) | $ 1.88 | $ 1.80 | $ 1.82 | ||||
Weighted-Average Exercise Price Options [Abstract] | |||||||
Outstanding - beginning of year (in dollars per share) | 2.83 | 3.11 | 4.08 | ||||
Granted (in dollars per share) | 2.61 | 2.47 | 2.43 | ||||
Exercised (in dollars per share) | 2.05 | 1.83 | 1.93 | ||||
Expired/Forfeited (in dollars per share) | 0 | 2.81 | 3.09 | ||||
Expired (in dollars per share) | 5.58 | 8.18 | 9.59 | ||||
Outstanding - end of year (in dollars per share) | 3.11 | 2.83 | 3.11 | ||||
Exercisable at end of year (in dollars per share) | $ 3.45 | $ 3.22 | $ 3.86 | ||||
Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 7,349,760 | 7,349,760 | 7,518,113 | 7,225,472 | |||
Number of Options (Employees and Non-Employees) [Abstract] | |||||||
Outstanding - beginning of year (in shares) | 7,349,760 | 8,324,609 | 7,518,113 | ||||
Granted (in shares) | 0 | 25,000 | 816,667 | ||||
Exercised (in shares) | (10,000) | (340,527) | (8,572) | ||||
Expired/Forfeited (in shares) | 0 | 0 | 0 | ||||
Expired (in shares) | (114,288) | (659,322) | (1,599) | ||||
Outstanding - end of year (in shares) | 7,225,472 | 7,349,760 | 8,324,609 | ||||
Exercisable at end of year (in shares) | 7,225,472 | 7,149,760 | 7,924,609 | ||||
Weighted average fair value of stock options granted during the year (in dollars per share) | $ 0 | $ 3.46 | $ 1.31 | ||||
Weighted-Average Exercise Price Options [Abstract] | |||||||
Outstanding - beginning of year (in dollars per share) | 4.27 | 4.86 | 5.09 | ||||
Granted (in dollars per share) | 0 | 5.60 | 2.80 | ||||
Exercised (in dollars per share) | 2.50 | 2.56 | 4.48 | ||||
Expired/Forfeited (in dollars per share) | 0 | 0 | 0 | ||||
Expired (in dollars per share) | 3.82 | 12.66 | 14.99 | ||||
Outstanding - end of year (in dollars per share) | 4.28 | 4.27 | 4.86 | ||||
Exercisable at end of year (in dollars per share) | $ 4.28 | $ 4.32 | $ 4.98 | ||||
2000 Long Term Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 1,400,000 | ||||||
Share-based compensation, shares subject to stock options (in shares) | 600,000 | ||||||
Expiration date | Aug. 6, 2010 | ||||||
Share-based compensation, shares available for future grant (in shares) | 0 | ||||||
2008 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 20,000,000 | ||||||
Share-based compensation, shares subject to stock options (in shares) | 13,600,000 | ||||||
Share-based compensation, shares available for future grant (in shares) | 6,400,000 | ||||||
Number of Options (Employees and Non-Employees) [Abstract] | |||||||
Granted (in shares) | 100,000 | ||||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | Senior Management [Member] | |||||||
Weighted-Average Exercise Price Options [Abstract] | |||||||
Value of restricted shares issued | $ 626,900 |
Stock Options and Equity-Clas47
Stock Options and Equity-Classified Warrants, Options by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Stock Options [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Number of Options (in shares) | shares | 14,209,576 |
Weighted-Average Remaining Contractual Life | 8 years 3 months 22 days |
Weighted-Average Exercise Price (in dollars per share) | $ 3.10 |
Number of Options Exercisable (in shares) | shares | 8,650,878 |
Weighted-Average Contractual Life | 7 years 7 months 17 days |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 3.42 |
Warrants [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Number of Options (in shares) | shares | 7,225,472 |
Weighted-Average Remaining Contractual Life | 9 months 29 days |
Weighted-Average Exercise Price (in dollars per share) | $ 4.28 |
Number of Options Exercisable (in shares) | shares | 7,225,472 |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 4.28 |
Range $ 1.75 - 2.00 [Member] | Stock Options [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 1.75 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 2 |
Number of Options (in shares) | shares | 1,374,500 |
Weighted-Average Remaining Contractual Life | 6 years 11 months 12 days |
Weighted-Average Exercise Price (in dollars per share) | $ 1.83 |
Number of Options Exercisable (in shares) | shares | 1,374,500 |
Weighted-Average Contractual Life | 6 years 11 months 12 days |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 1.83 |
Range $ 2.01 - 2.50 [Member] | Stock Options [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 2.01 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 2.50 |
Number of Options (in shares) | shares | 8,215,556 |
Weighted-Average Remaining Contractual Life | 9 years 1 month 20 days |
Weighted-Average Exercise Price (in dollars per share) | $ 2.33 |
Number of Options Exercisable (in shares) | shares | 3,280,923 |
Weighted-Average Contractual Life | 8 years 6 months 14 days |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 2.30 |
Range $ 2.51 - 4.00 [Member] | Stock Options [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 2.51 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 4 |
Number of Options (in shares) | shares | 986,980 |
Weighted-Average Remaining Contractual Life | 8 years 22 days |
Weighted-Average Exercise Price (in dollars per share) | $ 2.89 |
Number of Options Exercisable (in shares) | shares | 919,481 |
Weighted-Average Contractual Life | 8 years 4 days |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 2.87 |
Range $ 4.01 - 32.55 [Member] | Stock Options [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 4.01 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 32.55 |
Number of Options (in shares) | shares | 3,632,540 |
Weighted-Average Remaining Contractual Life | 7 years 11 days |
Weighted-Average Exercise Price (in dollars per share) | $ 5.38 |
Number of Options Exercisable (in shares) | shares | 3,075,974 |
Weighted-Average Contractual Life | 6 years 10 months 6 days |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 5.48 |
Range $2.10 - 2.60 [Member] | Warrants [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 2.10 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 2.60 |
Number of Options (in shares) | shares | 578,573 |
Weighted-Average Remaining Contractual Life | 2 years 3 months 25 days |
Weighted-Average Exercise Price (in dollars per share) | $ 2.42 |
Number of Options Exercisable (in shares) | shares | 578,573 |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 2.42 |
Range $2.61 - 3.60 [Member] | Warrants [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 2.61 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 3.60 |
Number of Options (in shares) | shares | 125,000 |
Weighted-Average Remaining Contractual Life | 2 years 10 months 10 days |
Weighted-Average Exercise Price (in dollars per share) | $ 3 |
Number of Options Exercisable (in shares) | shares | 125,000 |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 3 |
Range $3.61 - 4.60 [Member] | Warrants [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 3.61 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 4.60 |
Number of Options (in shares) | shares | 6,496,899 |
Weighted-Average Remaining Contractual Life | 7 months 17 days |
Weighted-Average Exercise Price (in dollars per share) | $ 4.47 |
Number of Options Exercisable (in shares) | shares | 6,496,899 |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 4.47 |
Range $4.61 - 5.60 [Member] | Warrants [Member] | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |
Range of Exercise Prices, Lower Range (in dollars per share) | 4.61 |
Range of Exercise Prices, Upper Range (in dollars per share) | $ 5.60 |
Number of Options (in shares) | shares | 25,000 |
Weighted-Average Remaining Contractual Life | 8 years 2 months 16 days |
Weighted-Average Exercise Price (in dollars per share) | $ 5.60 |
Number of Options Exercisable (in shares) | shares | 25,000 |
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 5.60 |
Stock Options and Equity-Clas48
Stock Options and Equity-Classified Warrants, Warrants, Shares purchased and intrinsic value (Details) - USD ($) | Nov. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 01, 2016 | Jul. 24, 2015 | Mar. 31, 2014 | Feb. 05, 2014 | Oct. 15, 2013 | Aug. 31, 2013 |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Closing price of the common stock (in dollars per share) | $ 2.75 | $ 6.50 | $ 2.25 | |||||||
Exercise price of warrant issued (in dollars per share) | $ 30 | |||||||||
Restricted stock expense | $ 0 | $ 626,900 | $ 186,389 | |||||||
Vesting period | 3 years | |||||||||
Subsequent Event [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Exercise price of warrant issued (in dollars per share) | $ 4.48 | |||||||||
Number of warrants to be expired (in shares) | 6,371,899 | |||||||||
Stock Options [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
The aggregate intrinsic value of outstanding options | $ 3,800,000 | |||||||||
Aggregate intrinsic value of options exercised | 200,000 | |||||||||
Aggregate intrinsic value of options vested | $ 2,300,000 | |||||||||
Closing price of the common stock (in dollars per share) | $ 2.65 | |||||||||
Warrants [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Number of warrants issued (in shares) | 2 | |||||||||
Number of shares purchased (in shares) | 500,000 | |||||||||
Exercise price of warrant issued (in dollars per share) | $ 2.50 | |||||||||
Warrants One [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Number of shares purchased (in shares) | 125,000 | |||||||||
Exercise price of warrant issued (in dollars per share) | $ 3 | |||||||||
Warrants Two [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Number of shares purchased (in shares) | 125,000 | |||||||||
Exercise price of warrant issued (in dollars per share) | $ 3.75 | |||||||||
Warrants Three [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Number of shares purchased (in shares) | 250,000 | |||||||||
Vesting period | 3 years | |||||||||
Warrants Four [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Number of shares purchased (in shares) | 25,000 | |||||||||
Exercise price of warrant issued (in dollars per share) | $ 5.60 | |||||||||
Cashless Exercise [Member] | ||||||||||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | ||||||||||
Number of warrants issued (in shares) | 10,000 | 62,172 | 0 |
Stockholder Protection Rights49
Stockholder Protection Rights Plan (Details) | 12 Months Ended |
Dec. 31, 2015Right$ / shares | |
Stockholder Protection Rights Plan [Abstract] | |
Number of right for each outstanding share | Right | 1 |
Proportion of right entitles to purchase series A preferred stock | 1/10,000th |
Rights exercise price (in dollars per share) | $ / shares | $ 30 |
Number of business days after announcement rights are not exercisable for certain persons | 10 days |
Beneficial ownership percentage of company outstanding shares of common stock by acquiring person | 15.00% |
Percentage of company outstanding shares of common stock by acquiring person | 50.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax valuation allowance has been recorded against these assets | 100.00% | ||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards, alternative minimum tax | $ 19,500,000 | ||
Deferred tax assets [Abstract] | |||
Net operating loss carryforwards | 105,661,000 | $ 86,541,000 | |
Tax credit carryforwards | 27,671,000 | 22,716,000 | |
Equipment, furnishings and other | 10,547,000 | 14,396,000 | |
Total deferred tax assets | 143,879,000 | 123,653,000 | |
Deferred tax liabilities | (270,000) | (187,000) | |
Net deferred tax assets | 143,609,000 | 123,466,000 | |
Valuation allowance | (143,609,000) | (123,466,000) | |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 | |
Net change in valuation allowance | 20,100,000 | 23,400,000 | |
Federal statutory rate to net loss before income taxes [Abstract] | |||
Federal benefit at statutory rate | (19,919,000) | (10,240,000) | $ (16,145,000) |
State income taxes, net of Federal taxes | (3,556,000) | (2,773,000) | (1,517,000) |
State credits | (1,324,000) | (990,000) | (787,000) |
Warranty liabilities | (1,509,000) | (6,477,000) | 6,871,000 |
Other permanent differences | 16,000 | 37,000 | 14,000 |
Provision related to change in valuation allowance | 20,142,000 | 23,440,000 | 14,606,000 |
Current year tax credit | (2,050,000) | (1,300,000) | (1,034,000) |
Return to provision | 8,198,000 | (1,504,000) | (2,011,000) |
Other, net | 3,000 | (192,000) | 5,000 |
Provision for income taxes | 800 | 800 | 1,600 |
Change in unrecognized tax benefits | 0 | ||
Unrecognized tax benefits accrued interest or penalties | $ 0 | $ 0 | $ 0 |
Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Expiration Date | Dec. 31, 2022 | ||
Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Expiration Date | Dec. 31, 2035 | ||
Research Tax Credit Carryforward [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | $ 14,800,000 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 281,600,000 | ||
Federal [Member] | Restricted [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 62,300,000 | ||
Federal [Member] | Unrestricted [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 219,300,000 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 173,700,000 |
Quarterly Financial Data (una51
Quarterly Financial Data (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Abstract] | |||||||||||
Total revenues | $ 100,000 | $ 0 | $ 0 | $ 0 | $ 100,000 | $ 0 | $ 0 | $ 0 | |||
Net income (loss) | $ (22,302,000) | $ (7,073,000) | $ (11,687,000) | $ (17,525,000) | $ (13,439,000) | $ (5,625,000) | $ (15,719,000) | $ 4,665,000 | $ (58,587,190) | $ (30,117,980) | $ (47,485,437) |
Basic and diluted loss per share applicable to common stock (in dollars per share) | $ (0.34) | $ (0.11) | $ (0.21) | $ (0.31) | $ (0.97) | $ (0.55) | $ (1.44) | ||||
Basic income (loss) per share applicable to common stock (in dollars per share) | $ (0.24) | $ (0.10) | $ (0.28) | $ 0.09 | |||||||
Diluted income (loss) per share applicable to common stock (in dollars per share) | $ (0.24) | $ (0.10) | $ (0.28) | $ 0.08 |
Subsequent Event (Details)
Subsequent Event (Details) - Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] - USD ($) $ in Millions | Feb. 06, 2016 | Feb. 05, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||
Debt instrument, maturity date | Feb. 1, 2020 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity under long-term loan agreement | $ 40 | $ 40 | |
Amount received under long-term loan agreement | $ 25 | 25 | |
Additional maximum borrowing capacity under long-term loan agreement | $ 15 | ||
Debt instrument, basis spread on variable rate | 6.00% | ||
Debt instrument, interest rate | 9.50% |
SCHEDULE II - VALUATION AND Q53
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for Deferred Tax Assets [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 123,466,000 | $ 100,026,000 | $ 85,420,000 |
Additions Charged to Costs and Expense | 0 | 0 | 0 |
Additions Charged to Other Accounts | 20,143,000 | 23,440,000 | 14,606,000 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | $ 143,609,000 | $ 123,466,000 | $ 100,026,000 |