Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-28386 | |
Entity Registrant Name | CTI BIOPHARMA CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 91-1533912 | |
Entity Address, Address Line One | 3101 Western Avenue | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98121 | |
City Area Code | 206 | |
Local Phone Number | 282-7100 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | CTIC | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,716,760 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000891293 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 70,110 | $ 31,144 |
Short-term investments | 0 | 2,522 |
Prepaid expenses and other current assets | 1,417 | 1,914 |
Total current assets | 71,527 | 35,580 |
Property and equipment, net | 969 | 1,235 |
Other assets | 3,916 | 9,465 |
Total assets | 76,412 | 46,280 |
Current liabilities: | ||
Accounts payable | 658 | 0 |
Accrued expenses | 6,096 | 11,606 |
Current portion of long-term debt | 4,812 | 4,812 |
Other current liabilities | 2,179 | 2,070 |
Total current liabilities | 13,745 | 18,488 |
Long-term debt, less current portion | 2,049 | 4,455 |
Other liabilities | 3,755 | 5,407 |
Total liabilities | 19,549 | 28,350 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value per share: | 74 | 58 |
Additional paid-in capital | 2,358,531 | 2,299,186 |
Accumulated deficit | (2,301,742) | (2,275,556) |
Total CTI stockholders' equity | 56,863 | 23,688 |
Noncontrolling interest | 0 | (5,758) |
Total stockholders' equity | 56,863 | 17,930 |
Total liabilities and stockholders' equity | 76,412 | 46,280 |
Series O Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value per share: | 0 | 0 |
Series X Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value per share: | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 33,333 | 33,333 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 166,500,000 | 131,500,000 |
Common stock issued (in shares) | 73,716,760 | 57,979,725 |
Common stock outstanding (in shares) | 73,716,760 | 57,979,725 |
Series O Preferred Stock | ||
Preferred stock issued (in shares) | 12,575 | 12,575 |
Preferred stock outstanding (in shares) | 12,575 | 12,575 |
Preferred stock liquidation preference | $ 25,150 | $ 25,150 |
Series X Preferred Stock | ||
Preferred stock issued (in shares) | 4,429 | 0 |
Preferred stock outstanding (in shares) | 4,429 | 0 |
Preferred stock liquidation preference | $ 44,290 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
License and contract revenues | $ 0 | $ 416 | $ 0 | $ 1,056 |
Operating costs and expenses: | ||||
Research and development | 6,199 | 6,356 | 9,463 | 11,528 |
General and administrative | 3,797 | 5,053 | 8,264 | 10,259 |
Restructuring expenses | 0 | 0 | 0 | 794 |
Other operating expenses | 0 | 0 | 4,200 | 0 |
Total operating costs and expenses | 9,996 | 11,409 | 21,927 | 22,581 |
Loss from operations | (9,996) | (10,993) | (21,927) | (21,525) |
Non-operating income (expense): | ||||
Interest income | 43 | 347 | 162 | 727 |
Interest expense | (137) | (269) | (304) | (563) |
Amortization of debt discount and issuance costs | (130) | (130) | (260) | (260) |
Foreign exchange (loss) gain | (6) | 69 | (83) | (169) |
Loss on dissolution of majority-owned subsidiary | (3,774) | 0 | (3,774) | 0 |
Total non-operating (expense) income, net | (4,004) | 17 | (4,259) | (265) |
Net loss before noncontrolling interest | (14,000) | (10,976) | (26,186) | (21,790) |
Noncontrolling interest | 0 | 5 | 0 | 5 |
Net loss | $ (14,000) | $ (10,971) | $ (26,186) | $ (21,785) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.19) | $ (0.19) | $ (0.38) | $ (0.38) |
Shares used in calculation of basic and diluted net loss per common share (in shares) | 73,685 | 57,973 | 68,073 | 57,973 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss before noncontrolling interest | $ (14,000) | $ (10,976) | $ (26,186) | $ (21,790) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 0 | (424) | 0 | 238 |
Other Comprehensive Income (Loss), Foreign Currency Transaction And Translation Adjustment, Intercompany Balance, Net Of Tax | 0 | 428 | 0 | (251) |
Net unrealized gain on available-for-sale securities | 0 | 8 | 0 | 34 |
Other comprehensive income | 0 | 12 | 0 | 21 |
Comprehensive loss | (14,000) | (10,964) | (26,186) | (21,769) |
Comprehensive loss attributable to noncontrolling interest | 0 | 5 | 0 | 5 |
Comprehensive loss attributable to CTI | $ (14,000) | $ (10,959) | $ (26,186) | $ (21,764) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2018 | 13 | 57,986 | ||||||||
Beginning Balance at Dec. 31, 2018 | $ 52,939 | $ 1,196 | $ 0 | $ 58 | $ 2,294,025 | $ (7) | $ 1,350 | $ (2,236,739) | $ 1,203 | $ (5,755) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity-based compensation (in shares) | (7) | |||||||||
Equity-based compensation | 1,257 | 1,257 | ||||||||
Net loss | (10,814) | (10,814) | ||||||||
Other comprehensive income | 9 | 9 | ||||||||
Ending Balance (in shares) at Mar. 31, 2019 | 13 | 57,979 | ||||||||
Ending Balance at Mar. 31, 2019 | 44,587 | $ 0 | $ 58 | 2,295,275 | 1,359 | (2,246,350) | (5,755) | |||
Beginning Balance (in shares) at Dec. 31, 2018 | 13 | 57,986 | ||||||||
Beginning Balance at Dec. 31, 2018 | 52,939 | $ 1,196 | $ 0 | $ 58 | 2,294,025 | $ (7) | 1,350 | (2,236,739) | $ 1,203 | (5,755) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (21,785) | |||||||||
Other comprehensive income | 21 | |||||||||
Ending Balance (in shares) at Jun. 30, 2019 | 13 | 57,979 | ||||||||
Ending Balance at Jun. 30, 2019 | 34,985 | $ 0 | $ 58 | 2,296,637 | 1,371 | (2,257,321) | (5,760) | |||
Beginning Balance (in shares) at Mar. 31, 2019 | 13 | 57,979 | ||||||||
Beginning Balance at Mar. 31, 2019 | 44,587 | $ 0 | $ 58 | 2,295,275 | 1,359 | (2,246,350) | (5,755) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity-based compensation | 1,361 | 1,361 | ||||||||
Other | 1 | 1 | ||||||||
Net loss | (10,971) | (10,971) | ||||||||
Noncontrolling interest | (5) | (5) | ||||||||
Other comprehensive income | 12 | 12 | ||||||||
Ending Balance (in shares) at Jun. 30, 2019 | 13 | 57,979 | ||||||||
Ending Balance at Jun. 30, 2019 | 34,985 | $ 0 | $ 58 | 2,296,637 | 1,371 | (2,257,321) | (5,760) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 13 | 57,980 | ||||||||
Beginning Balance at Dec. 31, 2019 | 17,930 | $ 0 | $ 58 | 2,299,186 | 0 | (2,275,556) | (5,758) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 15,699 | |||||||||
Issuance of common stock, net of issuance costs | 15,470 | $ 16 | 15,454 | |||||||
Conversion of Series X preferred stock to common stock (in shares) | 3 | |||||||||
Conversion of Series X preferred stock to common stock | 3 | 3 | ||||||||
Equity-based compensation | 1,167 | 1,167 | ||||||||
Net loss | (12,186) | (12,186) | ||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 13 | 73,682 | ||||||||
Ending Balance at Mar. 31, 2020 | 22,384 | $ 0 | $ 74 | 2,315,810 | 0 | (2,287,742) | (5,758) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 13 | 57,980 | ||||||||
Beginning Balance at Dec. 31, 2019 | 17,930 | $ 0 | $ 58 | 2,299,186 | 0 | (2,275,556) | (5,758) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (26,186) | |||||||||
Other comprehensive income | 0 | |||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 17 | 73,717 | ||||||||
Ending Balance at Jun. 30, 2020 | 56,863 | $ 0 | $ 74 | 2,358,531 | 0 | (2,301,742) | 0 | |||
Beginning Balance (in shares) at Mar. 31, 2020 | 13 | 73,682 | ||||||||
Beginning Balance at Mar. 31, 2020 | 22,384 | $ 0 | $ 74 | 2,315,810 | 0 | (2,287,742) | (5,758) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity-based compensation | 1,002 | 1,002 | ||||||||
Dissolution of majority-owned subsidiary | 3,809 | (1,949) | 5,758 | |||||||
Other (in shares) | 35 | |||||||||
Other | 31 | 31 | ||||||||
Net loss | (14,000) | (14,000) | ||||||||
Reclassification of Series X preferred stock from mezzanine equity (in shares) | 4 | |||||||||
Reclassification of Series X preferred stock from mezzanine equity | 43,637 | 43,637 | ||||||||
Other comprehensive income | 0 | |||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 17 | 73,717 | ||||||||
Ending Balance at Jun. 30, 2020 | $ 56,863 | $ 0 | $ 74 | $ 2,358,531 | $ 0 | $ (2,301,742) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | ||
Net loss before noncontrolling interest | $ (26,186) | $ (21,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on dissolution of majority-owned subsidiary | (3,774) | 0 |
Equity-based compensation | 2,169 | 2,618 |
Depreciation and amortization | 266 | 276 |
Provision for Italian VAT receivables and deposit | 4,200 | 0 |
Other | (86) | 55 |
Changes in operating assets and liabilities: | ||
Receivables from license and development services arrangements | 0 | 13,322 |
Prepaid expenses and other assets | 1,620 | 1,586 |
Accounts payable, accrued expenses and other liabilities | (5,766) | (6,808) |
Net cash used in operating activities | (20,009) | (10,741) |
Investing activities | ||
Purchases of short-term investments | 0 | (3,510) |
Proceeds from maturities of short-term investments | 2,500 | 15,900 |
Net cash provided by investing activities | 2,500 | 12,390 |
Financing activities | ||
Proceeds from rights offering, net of issuance costs | 59,108 | 0 |
Principal payments on debt | (2,667) | (2,667) |
Proceeds from stock option exercises | 30 | 0 |
Proceeds from sales of common stock under employee stock purchase plan | 4 | 1 |
Cash paid for at-the-market equity offering costs | 0 | (45) |
Net cash provided by (used in) financing activities | 56,475 | (2,711) |
Effect of exchange rate changes on cash and cash equivalents | 0 | (13) |
Net increase (decrease) in cash and cash equivalents | 38,966 | (1,075) |
Cash and cash equivalents at beginning of period | 31,144 | 36,439 |
Cash and cash equivalents at end of period | 70,110 | 35,364 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | $ 325 | $ 582 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies CTI BioPharma Corp., together with its subsidiary, also referred to collectively in this Quarterly Report on Form 10-Q as “we,” “us,” “our,” the “Company” and “CTI,” is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with partners. We concentrate our efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, we are focused on evaluating pacritinib, our sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, we have recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products requires approval from, and is subject to, ongoing oversight by the Food and Drug Administration, or the FDA, in the United States, the European Medicines Agency, or the EMA, in the European Union, or the EU, and comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain, may take many years and may involve expenditure of substantial resources. Basis of Presentation The accompanying unaudited financial information as of and for the three and six months ended June 30, 2020 and 2019 has been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on March 13, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of CTI and its wholly-owned subsidiary, CTI Life Sciences Limited, or CTILS, until its dissolution in November 2019, and our majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus, until its dissolution in June 2020 as discussed in Note 5. Related Party Transactions . We had an approximately 60% interest in Aequus, and the remaining interest in Aequus not held by CTI was reported as noncontrolling interest in the condensed consolidated financial statements until its dissolution. All intercompany transactions and balances were eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of loss contingencies in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, equity-based compensation forfeiture rates, collectability of receivables, and impairment of investments. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from those estimates. Liquidity The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the condensed consolidated financial statements are issued. Our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our pacritinib and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, are expected to result in operating losses for the foreseeable future. In October 2016, we resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Development, Commercialization and License Agreement, or the Pacritinib License Agreement, with Baxalta and are no longer eligible to receive cost sharing or milestone payments for pacritinib's development. We have incurred a net operating loss every year since our formation. As of June 30, 2020 , we had an accumulated deficit of $2.3 billion , and we expect to continue to incur net losses for the foreseeable future. Our available cash and cash equivalents were $70.1 million as of June 30, 2020 . We completed the evaluation about our ability to continue as a going concern as required by Accounting Standards Update No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Based on this analysis, we expect that our present financial resources will be sufficient to meet our obligations as they come due and to fund our operations into the fourth quarter of 2021. We will need to acquire additional funds in order to develop our business and continue the development of pacritinib. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding obtained through the sale of such shares or otherwise may not be sufficient, available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing stockholders may result. If we fail to obtain additional capital when needed, our ability to operate as a going concern will be harmed, and we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our general and administrative expenses, be unable to attract and retain highly-qualified personnel, be unable to obtain and maintain contracts necessary to continue our operations and at affordable rates with competitive terms, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. The amount of financing we require is dependent on many factors, such as the number of clinical trial sites, the number of patients in a trial, the pace of patient enrollment and other matters that may impact clinical development, including changes to a trial that we may initiate or that may be requested by the FDA or other regulators, and there can be no assurance as to the amount of funding necessary to fund the development of pacritinib to completion. In addition, our ability to comply with covenants under the loan and security agreement with Silicon Valley Bank, or SVB, may be affected by events beyond our control, and we may not be able to meet those covenants. A breach of any of these covenants, including a material adverse change in our business, operations or condition (financial or otherwise) could result in an event of default under the loan and security agreement, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable. The accompanying condensed consolidated financial statements do not include adjustments, if any, that may result from the outcome of this uncertainty. Cash, Cash Equivalents and Short-term Investments As of June 30, 2020 and December 31, 2019 , our cash, cash equivalents and short-term investments consisted of cash, money market funds, U.S. government and agency securities and corporate debt securities. Cash equivalents and short-term investments are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: • Level 1—Valuations based on unadjusted quoted prices for identical assets and liabilities in active markets. • Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Valuations based on unobservable inputs that are supported by little or no market activity, reflecting our own assumptions. These valuations require significant judgment or estimation. We measure the fair value of money market funds based on the closing price reported by the fund sponsor from an actively traded exchange. We value all other securities using broker quotes that utilize observable market inputs. We did not hold cash, cash equivalents and short-term investments categorized as Level 3 assets as of June 30, 2020 and December 31, 2019 . The following table summarizes, by major security type, our cash, cash equivalents and short-term investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): June 30, 2020 December 31, 2019 Cost or Amortized Cost Total Estimated Fair Value Total Estimated Fair Value Cash $ 218 $ 218 $ 188 Level 1 securities: Money market funds 69,892 69,892 28,957 Level 2 securities: U.S. government and agency securities — — 2,522 Corporate debt securities — — 1,999 Total cash, cash equivalents and short-term investments $ 70,110 $ 70,110 $ 33,666 Italian Value Added Tax Receivable We historically carried out research and development activities in Italy and incurred value added tax, or VAT, from Italian suppliers on the acquisition of goods and services in Italy. This VAT should be considered as an input VAT credit. We treated the majority of our sales made in Italy without output VAT (on the basis that the supplies should be considered outside the scope of Italian VAT). This resulted in the value of input VAT exceeding the value of output VAT, and accordingly we submitted a refund claim for the VAT. The Italian Tax Authority, or the ITA, has challenged the treatment of the sales transactions and claimed that the sales transactions made by us should have been subject to output VAT. Our Italian VAT receivable was approximately €3.9 million as of June 30, 2020 and December 31, 2019 . While we believe that our refund claim is valid, we concluded that the ongoing COVID-19 global pandemic negatively impacted the collectability of our Italian VAT receivables and deposit. Accordingly, we recorded a full provision against our Italian VAT receivables and deposit in the amount of $4.2 million , which is included in Other operating expenses for the six months ended June 30, 2020 . In addition, as disclosed in Note 6. Contingencies , the ITA assessed us for additional VAT payments for services we provided in Italy, which we do not believe we owe. We have not recorded an amount in the financial statements for this contingent liability as we do not believe the potential payment of up to €4.3 million (or approximately $4.8 million converted using the currency exchange rate as of June 30, 2020 ), to the ITA is probable at this time. Leases Under ASC 842 - Leases , we determine if an arrangement is a lease at inception. We recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as operating or finance at lease commencement, which will affect the pattern and classification of expense recognition in our condensed consolidated statements of operations. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide a readily determinable implicit rate of return, we use our incremental borrowing rate to derive the present value of lease payments, which is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. An operating lease right-of-use asset is measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments, lease incentives received, unamortized initial direct costs and the impairment of the right-of-use asset. A lease may include options to extend or terminate the lease. When it is reasonably certain that we will exercise such an option, it is considered in the lease term. Right-of-use assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term as part of Research and development expenses and General and administrative expenses in our condensed consolidated statements of operations. Right-of-use assets are included in Other assets , and the current portion of lease liabilities and the non-current portion of lease liabilities are included in Other current liabilities and Other liabilities , respectively, in our condensed consolidated balance sheets. Equity-based Compensation Equity-based compensation expense is recognized over the requisite service periods on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For performance-based stock options and restricted stock, we record compensation expense over the estimated service period once the achievement of the performance-based milestone is considered probable. We recorded equity-based compensation expense of $1.0 million and $1.4 million for the three months ended June 30, 2020 and 2019 , respectively, and $2.2 million and $2.6 million for the six months ended June 30, 2020 and 2019 , respectively. Substantially all of equity-based compensation expense was related to option awards and was included in General and administrative expenses for the periods presented. Net Loss per Share Basic net loss per common share is calculated based on the net loss attributable to common stockholders divided by the weighted average number of shares outstanding for the period. The calculation of diluted net loss per common share excludes the potential conversion of all dilutive convertible securities, such as convertible preferred stock, using the if-converted method, and the potential exercise or vesting of other dilutive securities, such as stock awards and warrants, using the treasury stock method, as their inclusion would have an anti-dilutive effect. Common shares underlying stock awards, warrants and convertible preferred stock aggregating to 59.7 million shares and 45.0 million shares for the three and six months ended June 30, 2020 , respectively, and 18.9 million shares and 17.9 million shares for the comparable periods in 2019 , respectively, were excluded from the calculation of diluted net loss per share because they were anti-dilutive. Immaterial Correction of an Error in Prior Periods During the quarter ended June 30, 2020, we identified errors related to an overstatement of accumulated other comprehensive loss that arose from foreign currency losses recorded in 2007 to accumulated other comprehensive loss instead of net loss. In accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification 250, Accounting Changes and Error Corrections , we evaluated the materiality of the errors from quantitative and qualitative perspectives and concluded that the errors were immaterial to our financial statements. No amendments to previously filed interim or annual periodic reports are required. Consequently, we have adjusted for these errors by revising its historical financial statements presented herein. We recognized the cumulative effect of the error on periods prior to those that are presented herein by reducing unrealized loss of $12.0 million from accumulated other comprehensive loss and increasing accumulated deficit as of December 31, 2018. The correction did not have an impact on total assets, total stockholders’ equity, the condensed consolidated statements of operations, comprehensive loss, or cash flows. Recently Adopted Accounting Standards In August 2018, the FASB issued new accounting guidance which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We adopted this guidance on January 1, 2020. The adoption of this accounting guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In June 2016, the FASB issued new accounting guidance which amends the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, the standard requires the use of a new forward-looking "expected credit loss" model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. For smaller reporting companies, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this accounting guidance to have a material impact on our condensed consolidated financial statements. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 2. Other Assets Other assets consisted of the following (in thousands): June 30, 2020 December 31, 2019 Right-of-use assets $ 2,815 $ 3,379 Italian VAT receivables, net (1) — 4,390 Italian VAT deposit, net (1) — 483 Clinical trial deposits 720 720 Refundable security deposit 194 194 Other 187 299 Other assets $ 3,916 $ 9,465 (1) During the six months ended June 30, 2020 , we recorded full provisions against our Italian VAT receivables and deposit. See Note 1. Description of Business and Summary of Significant Accounting Policies - Italian Value Added Tax Receivable for further details. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 3. Other Liabilities Other liabilities consisted of the following (in thousands): June 30, 2020 December 31, 2019 Lease liabilities, non-current $ 1,941 $ 2,993 End-of-facility lender fee (1) 1,440 1,440 Other long-term obligations 374 974 Total other liabilities $ 3,755 $ 5,407 (1) End-of-facility lender fee as of June 30, 2020 and December 31, 2019 |
Equity Transactions
Equity Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Equity Transactions | 4. Equity Transactions In March 2020 , we completed a rights offering through the distribution of subscription rights to holders of our common stock and Series O Preferred Stock, or the Rights Offering. Under the Rights Offering, we issued a total of 15.7 million shares of our common stock and 4,429 shares of our Series X Preferred Stock, which shares of Series X Preferred Stock are convertible into 44.3 million shares of our common stock, for aggregate gross proceeds of approximately $60.0 million . Total offering costs were approximately $0.9 million . There was no beneficial conversion feature on our Series X Preferred Stock. Due to the revocable nature of the Rights Offering prior to closing, there was no separate accounting for the subscription rights and purchase guarantees made by certain of our stockholders prior to the closing date. At the time of issuance of our Series X Preferred Stock, the carrying amount of our Series X Preferred Stock was initially classified as mezzanine equity in the condensed consolidated balance sheet since we did not have an adequate number of authorized common stock to satisfy the number of required shares under the conversion option of our Series X Preferred Stock. In June 2020, our stockholders approved an increase in the number of authorized common stock, and as such, the settlement of the conversion option's exercise can now be controlled. Accordingly, the carrying amount of our Series X Preferred Stock was reclassified to permanent equity as of June 2020. During the first quarter of 2020, 0.2873 of a share of our Series X Preferred Stock converted into 2,873 shares of our common stock. There were 4,429 shares of our Series X Preferred Stock outstanding as of June 30, 2020 . Each share of our Series X Preferred Stock has a stated value of $10,000 per share and is convertible into 10,000 shares of our common stock at the option of the holder at any time except as described above. The Series X Preferred Stock is subject to certain limitations, including, that the holder will be prohibited from converting Series X Preferred Stock into common stock, if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock above a conversion blocker, which is initially set at 9.99% of the total common stock then issued and outstanding immediately following the conversion of such shares of Series X Preferred Stock. In the event of our liquidation, dissolution or winding up, holders of Series X Preferred Stock will participate pari passu with any distribution of proceeds to holders of our common stock and holders of our Series O Preferred Stock. Holders of our Series X Preferred Stock are also entitled to receive dividends on shares of Series X Preferred Stock equal (on an as-if-converted-to common stock basis) to and in the same form as dividends actually paid on our common stock or other junior securities of the Company. Shares of Series X Preferred Stock will generally have no voting rights, except as required by law and except that the consent of a majority of the holders of the outstanding Series X Preferred Stock will be required to amend the terms of the Series X Preferred Stock. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions In March 2017, we and Aequus entered into a License and Promissory Note Termination Agreement. We had the right to terminate the License and Promissory Note Termination Agreement and require Aequus to assign all ACTH Product related assets to us without further compensation to Aequus if Aequus did not file an Investigational New Drug Application, or IND, for an ACTH Product with the FDA by September 6, 2019. For further details, see Part II, Item 8, “Notes to Consolidated Financial Statements, Note 15. Related Party Transactions” of our Annual Report on Form 10-K for the year ended December 31, 2019. Aequus did not file an IND by September 6, 2019. In June 2020 , we terminated the License and Promissory Note Termination Agreement; however, we did not request Aequus to assign all ACTH Product related assets to us. In connection with such termination, we were also deemed to have relinquished all of our ownership interest in Aequus as it had been administratively dissolved at the time of termination. As discussed in Note 1. Description of Business and Summary of Significant Accounting Policies - Principles of Consolidation, Aequus was our majority-owned subsidiary until its dissolution. Upon deconsolidation of Aequus, we recognized a loss of $3.8 million , which was recorded in Loss on dissolution of majority-owned subsidiary for the three and six months ended June 30, 2020 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 6. Contingencies In April 2009, December 2009 and June 2010, the Italian Tax Authority, or the ITA, issued notices of assessment to CTI - Sede Secondaria, or CTI (Europe), based on the ITA’s audit of CTI (Europe)’s value added tax, or VAT, returns for the years 2003, 2005, 2006 and 2007, or, collectively, the VAT Assessments. The ITA audits concluded that CTI (Europe) did not collect and remit VAT on certain invoices issued to non-Italian clients for services performed by CTI (Europe). The assessments, including interest and penalties, for the years 2003, 2006 and 2007 are €0.6 million , €2.8 million and €0.9 million , respectively. We believe that the services invoiced were non-VAT taxable consultancy services and that the VAT returns are correct as originally filed. We have appealed all of the assessments and are defending ourselves against the assessments both on procedural grounds and on the merits of the cases, although we can make no assurances regarding the ultimate outcome of these cases. There have been no changes to the status of the legal proceedings surrounding each respective VAT year return at issue since the filing of our Annual Report on Form 10-K for the year ended December 31, 2019. See Part II, Item 8, “Notes to Consolidated Financial Statements, Note 16. Commitments and Contingencies” of our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information. If the final decision of the Italian Supreme Court is unfavorable to us, or if, in the interim, the ITA were to make a demand for payment and we were to be unsuccessful in suspending collection efforts, we may be requested to pay the ITA an amount up to €4.3 million , or approximately $4.8 million converted using the currency exchange rate as of June 30, 2020 , including interest and penalties for the period lapsed between the date in which the assessments were issued and the date of effective payment. We have not recorded this contingent liability in the financial statements as we do not believe the potential payment to the ITA is probable at this time. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products requires approval from, and is subject to, ongoing oversight by the Food and Drug Administration, or the FDA, in the United States, the European Medicines Agency, or the EMA, in the European Union, or the EU, and comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain, may take many years and may involve expenditure of substantial resources. |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial information as of and for the three and six months ended June 30, 2020 and 2019 has been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on March 13, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of CTI and its wholly-owned subsidiary, CTI Life Sciences Limited, or CTILS, until its dissolution in November 2019, and our majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus, until its dissolution in June 2020 as discussed in Note 5. Related Party Transactions . We had an approximately 60% interest in Aequus, and the remaining interest in Aequus not held by CTI was reported as noncontrolling interest in the condensed consolidated financial statements until its dissolution. All intercompany transactions and balances were eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of loss contingencies in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, equity-based compensation forfeiture rates, collectability of receivables, and impairment of investments. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from those estimates. |
Liquidity | Liquidity The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the condensed consolidated financial statements are issued. Our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our pacritinib and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, are expected to result in operating losses for the foreseeable future. In October 2016, we resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Development, Commercialization and License Agreement, or the Pacritinib License Agreement, with Baxalta and are no longer eligible to receive cost sharing or milestone payments for pacritinib's development. We have incurred a net operating loss every year since our formation. As of June 30, 2020 , we had an accumulated deficit of $2.3 billion , and we expect to continue to incur net losses for the foreseeable future. Our available cash and cash equivalents were $70.1 million as of June 30, 2020 . We completed the evaluation about our ability to continue as a going concern as required by Accounting Standards Update No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Based on this analysis, we expect that our present financial resources will be sufficient to meet our obligations as they come due and to fund our operations into the fourth quarter of 2021. We will need to acquire additional funds in order to develop our business and continue the development of pacritinib. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding obtained through the sale of such shares or otherwise may not be sufficient, available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing stockholders may result. If we fail to obtain additional capital when needed, our ability to operate as a going concern will be harmed, and we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our general and administrative expenses, be unable to attract and retain highly-qualified personnel, be unable to obtain and maintain contracts necessary to continue our operations and at affordable rates with competitive terms, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. The amount of financing we require is dependent on many factors, such as the number of clinical trial sites, the number of patients in a trial, the pace of patient enrollment and other matters that may impact clinical development, including changes to a trial that we may initiate or that may be requested by the FDA or other regulators, and there can be no assurance as to the amount of funding necessary to fund the development of pacritinib to completion. In addition, our ability to comply with covenants under the loan and security agreement with Silicon Valley Bank, or SVB, may be affected by events beyond our control, and we may not be able to meet those covenants. A breach of any of these covenants, including a material adverse change in our business, operations or condition (financial or otherwise) could result in an event of default under the loan and security agreement, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable. The accompanying condensed consolidated financial statements do not include adjustments, if any, that may result from the outcome of this uncertainty. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments As of June 30, 2020 and December 31, 2019 , our cash, cash equivalents and short-term investments consisted of cash, money market funds, U.S. government and agency securities and corporate debt securities. Cash equivalents and short-term investments are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: • Level 1—Valuations based on unadjusted quoted prices for identical assets and liabilities in active markets. • Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Valuations based on unobservable inputs that are supported by little or no market activity, reflecting our own assumptions. These valuations require significant judgment or estimation. We measure the fair value of money market funds based on the closing price reported by the fund sponsor from an actively traded exchange. We value all other securities using broker quotes that utilize observable market inputs. We did not hold cash, cash equivalents and short-term investments categorized as Level 3 assets as of June 30, 2020 and December 31, 2019 |
Italian Value Added Tax Receivable | Italian Value Added Tax Receivable We historically carried out research and development activities in Italy and incurred value added tax, or VAT, from Italian suppliers on the acquisition of goods and services in Italy. This VAT should be considered as an input VAT credit. We treated the majority of our sales made in Italy without output VAT (on the basis that the supplies should be considered outside the scope of Italian VAT). This resulted in the value of input VAT exceeding the value of output VAT, and accordingly we submitted a refund claim for the VAT. The Italian Tax Authority, or the ITA, has challenged the treatment of the sales transactions and claimed that the sales transactions made by us should have been subject to output VAT. Our Italian VAT receivable was approximately €3.9 million as of June 30, 2020 and December 31, 2019 . While we believe that our refund claim is valid, we concluded that the ongoing COVID-19 global pandemic negatively impacted the collectability of our Italian VAT receivables and deposit. Accordingly, we recorded a full provision against our Italian VAT receivables and deposit in the amount of $4.2 million , which is included in Other operating expenses for the six months ended June 30, 2020 . In addition, as disclosed in Note 6. Contingencies , |
Leases | Leases Under ASC 842 - Leases , we determine if an arrangement is a lease at inception. We recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as operating or finance at lease commencement, which will affect the pattern and classification of expense recognition in our condensed consolidated statements of operations. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide a readily determinable implicit rate of return, we use our incremental borrowing rate to derive the present value of lease payments, which is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. An operating lease right-of-use asset is measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments, lease incentives received, unamortized initial direct costs and the impairment of the right-of-use asset. A lease may include options to extend or terminate the lease. When it is reasonably certain that we will exercise such an option, it is considered in the lease term. Right-of-use assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term as part of Research and development expenses and General and administrative expenses in our condensed consolidated statements of operations. Right-of-use assets are included in Other assets , and the current portion of lease liabilities and the non-current portion of lease liabilities are included in Other current liabilities and Other liabilities , respectively, in our condensed consolidated balance sheets. |
Net Loss per Share | Net Loss per Share Basic net loss per common share is calculated based on the net loss attributable to common stockholders divided by the weighted average number of shares outstanding for the period. The calculation of diluted net loss per common share excludes the potential conversion of all dilutive convertible securities, such as convertible preferred stock, using the if-converted method, and the potential exercise or vesting of other dilutive securities, such as stock awards and warrants, using the treasury stock method, as their inclusion would have an anti-dilutive effect. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In August 2018, the FASB issued new accounting guidance which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We adopted this guidance on January 1, 2020. The adoption of this accounting guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In June 2016, the FASB issued new accounting guidance which amends the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, the standard requires the use of a new forward-looking "expected credit loss" model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. For smaller reporting companies, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this accounting guidance to have a material impact on our condensed consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Cash and Cash Equivalents, Measured at Fair Value on a Recurring Basis | The following table summarizes, by major security type, our cash, cash equivalents and short-term investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): June 30, 2020 December 31, 2019 Cost or Amortized Cost Total Estimated Fair Value Total Estimated Fair Value Cash $ 218 $ 218 $ 188 Level 1 securities: Money market funds 69,892 69,892 28,957 Level 2 securities: U.S. government and agency securities — — 2,522 Corporate debt securities — — 1,999 Total cash, cash equivalents and short-term investments $ 70,110 $ 70,110 $ 33,666 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following (in thousands): June 30, 2020 December 31, 2019 Right-of-use assets $ 2,815 $ 3,379 Italian VAT receivables, net (1) — 4,390 Italian VAT deposit, net (1) — 483 Clinical trial deposits 720 720 Refundable security deposit 194 194 Other 187 299 Other assets $ 3,916 $ 9,465 (1) During the six months ended June 30, 2020 , we recorded full provisions against our Italian VAT receivables and deposit. See Note 1. Description of Business and Summary of Significant Accounting Policies - Italian Value Added Tax Receivable for further details. |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Liabilities | Other liabilities consisted of the following (in thousands): June 30, 2020 December 31, 2019 Lease liabilities, non-current $ 1,941 $ 2,993 End-of-facility lender fee (1) 1,440 1,440 Other long-term obligations 374 974 Total other liabilities $ 3,755 $ 5,407 (1) End-of-facility lender fee as of June 30, 2020 and December 31, 2019 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, € in Millions, shares in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||
Accumulated deficit | $ 2,301,742 | $ 2,275,556 | |||||||
Cash, cash equivalents, and short-term investments | 70,100 | ||||||||
VAT receivable | € | € 3.9 | € 3.9 | |||||||
Provision for value added tax assessments | $ 4,200 | ||||||||
Potential payment to tax authority | € 4.3 | $ 4,800 | |||||||
Equity-based compensation | $ 1,000 | $ 1,400 | $ 2,169 | $ 2,618 | |||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | shares | 59.7 | 18.9 | 45 | 17.9 | |||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||
Unrealized loss from accumulated other comprehensive loss | $ 12,000 | ||||||||
Aequus Biopharma, Inc | Affiliated Entity | |||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||
Interest in majority-owned subsidiary | 60.00% | 60.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Cash and Cash Equivalents and Short-term Investments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Level 2 securities: | ||
Total cash, cash equivalents and short-term investments | $ 70,100 | |
Cost or Amortized Cost | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash | 218 | |
Level 2 securities: | ||
Total cash, cash equivalents and short-term investments | 70,110 | |
Cost or Amortized Cost | Money market funds | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 69,892 | |
Cost or Amortized Cost | U.S. government and agency securities | Level 2 | ||
Level 2 securities: | ||
Cost or Amortized Cost | 0 | |
Cost or Amortized Cost | Corporate debt securities | Level 2 | ||
Level 2 securities: | ||
Cost or Amortized Cost | 0 | |
Total Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash | 218 | $ 188 |
Level 2 securities: | ||
Total cash, cash equivalents and short-term investments | 70,110 | 33,666 |
Total Estimated Fair Value | Money market funds | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market funds | 69,892 | 28,957 |
Total Estimated Fair Value | U.S. government and agency securities | Level 2 | ||
Level 2 securities: | ||
Total Estimated Fair Value | 0 | 2,522 |
Total Estimated Fair Value | Corporate debt securities | Level 2 | ||
Level 2 securities: | ||
Total Estimated Fair Value | $ 0 | $ 1,999 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Right-of-use assets | $ 2,815 | $ 3,379 |
Italian VAT receivables, net | 0 | 4,390 |
Italian VAT deposit, net | 0 | 483 |
Clinical trial deposits | 720 | 720 |
Refundable security deposit | 194 | 194 |
Other | 187 | 299 |
Other assets | $ 3,916 | $ 9,465 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Lease liabilities, non-current | $ 1,941 | $ 2,993 |
Other long-term obligations | 374 | 974 |
Total other liabilities | 3,755 | 5,407 |
Secured Debt | Loan and Security Agreement | Silicon Valley Bank | ||
Debt Instrument [Line Items] | ||
End-of-facility lender fee | $ 1,440 | $ 1,440 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||
Proceeds from common stock offering | $ 60,000 | ||||
Offering costs | $ 0 | $ 45 | |||
Preferred stock stated value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Rights Offering | |||||
Class of Stock [Line Items] | |||||
Offering costs | $ 900 | ||||
Series X Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 4,429 | ||||
Number of shares converted (in shares) | 0 | 0.2873 | |||
Shares issued upon conversion of share (in shares) | 2,873 | 2,873 | |||
Preferred stock outstanding (in shares) | 4,429 | 0 | |||
Preferred stock stated value (in dollars per share) | $ 10,000 | $ 10,000 | |||
Preferred stock eligible for conversion (in shares) | 10,000 | 10,000 | |||
Maximum ownership upon conversion | 9.99% | ||||
Series X Preferred Stock | Rights Offering | |||||
Class of Stock [Line Items] | |||||
Shares available for future conversion (in shares) | 44,300,000 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 15,700,000 | 15,699,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Dissolution of majority-owned subsidiary | $ (3,774) | $ 0 | $ (3,774) | $ 0 |
Affiliated Entity | Aequus Biopharma, Inc | ||||
Related Party Transaction [Line Items] | ||||
Dissolution of majority-owned subsidiary | $ 3,800 | $ 3,800 |
Contingencies (Details)
Contingencies (Details) € in Millions, $ in Millions | Jun. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | Dec. 31, 2007EUR (€) | Dec. 31, 2006EUR (€) | Dec. 31, 2003EUR (€) |
VAT Assessments | |||||
Loss Contingencies [Line Items] | |||||
Range of possible loss | € 4.3 | $ 4.8 | € 0.9 | € 2.8 | € 0.6 |