Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 $0.001 per share | |
Trading Symbol | CTIC | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 93,282,212 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000891293 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 33,105 | $ 40,394 |
Short-term investments | 4,060 | 12,057 |
Prepaid expenses and other current assets | 2,183 | 1,874 |
Total current assets | 39,348 | 54,325 |
Property and equipment, net | 653 | 719 |
Other assets | 2,788 | 3,197 |
Total assets | 42,789 | 58,241 |
Current liabilities: | ||
Accounts payable | 1,171 | 1,637 |
Accrued expenses | 7,296 | 7,191 |
Current portion of long-term debt | 3,252 | 4,455 |
Other current liabilities | 3,839 | 3,755 |
Total current liabilities | 15,558 | 17,038 |
Long-term liabilities | 577 | 1,174 |
Total liabilities | 16,135 | 18,212 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value per share: | 77 | 76 |
Additional paid-in capital | 2,371,851 | 2,367,958 |
Accumulated other comprehensive (loss) income | (1) | 2 |
Accumulated deficit | (2,345,273) | (2,328,007) |
Total stockholders' equity | 26,654 | 40,029 |
Total liabilities and stockholders' equity | 42,789 | 58,241 |
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 | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 166,500,000 |
Common stock issued (in shares) | 76,751,292 | 75,896,884 |
Common stock outstanding (in shares) | 76,751,292 | 75,896,884 |
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 | 4,429 |
Preferred stock outstanding (in shares) | 4,429 | 4,429 |
Preferred stock liquidation preference | $ 44,290 | $ 44,290 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating costs and expenses: | ||
Research and development | $ 9,444 | $ 3,264 |
General and administrative | 7,626 | 4,467 |
Other operating expenses | 0 | 4,200 |
Total operating costs and expenses | 17,070 | 11,931 |
Loss from operations | (17,070) | (11,931) |
Non-operating income (expense): | ||
Interest income | 11 | 119 |
Interest expense | (68) | (167) |
Amortization of debt discount and issuance costs | (130) | (130) |
Foreign exchange loss | (9) | (77) |
Total non-operating expense, net | (196) | (255) |
Net loss | $ (17,266) | $ (12,186) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.23) | $ (0.20) |
Shares used in calculation of basic and diluted net loss per common share (in shares) | 76,367 | 62,461 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (17,266) | $ (12,186) |
Other comprehensive loss: | ||
Net unrealized loss on available-for-sale securities | (3) | 0 |
Other comprehensive loss | (3) | 0 |
Comprehensive loss | $ (17,269) | $ (12,186) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interest |
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) | |||||
Other comprehensive loss | 0 | ||||||
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, 2020 | 17 | 75,897 | |||||
Beginning Balance at Dec. 31, 2020 | 40,029 | $ 0 | $ 76 | 2,367,958 | 2 | (2,328,007) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of issuance costs (in shares) | 858 | ||||||
Issuance of common stock, net of issuance costs | 2,962 | $ 1 | 2,961 | ||||
Equity-based compensation | 932 | 932 | |||||
Other (in shares) | (4) | ||||||
Net loss | (17,266) | (17,266) | |||||
Other comprehensive loss | (3) | (3) | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 17 | 76,751 | |||||
Ending Balance at Mar. 31, 2021 | $ 26,654 | $ 0 | $ 77 | $ 2,371,851 | $ (1) | $ (2,345,273) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss before noncontrolling interest | $ (17,266) | $ (12,186) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity-based compensation | 932 | 1,167 |
Depreciation and amortization | 135 | 133 |
Provision for Italian VAT receivables and deposit | 0 | 4,200 |
Other | (99) | (38) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 617 | 1,038 |
Accounts payable, accrued expenses and other liabilities | (1,096) | (4,756) |
Net cash used in operating activities | (16,777) | (10,442) |
Investing activities | ||
Proceeds from maturities of short-term investments | 8,000 | 2,500 |
Net cash provided by investing activities | 8,000 | 2,500 |
Financing activities | ||
Principal payments on debt | (1,333) | (1,333) |
Proceeds from stock option exercises | 17 | 0 |
Net cash provided by financing activities | 1,488 | 57,947 |
Net (decrease) increase in cash and cash equivalents | (7,289) | 50,005 |
Cash and cash equivalents at beginning of period | 40,394 | 31,144 |
Cash and cash equivalents at end of period | 33,105 | 81,149 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 75 | 179 |
At-The-Market Equity, Common Stock | ||
Financing activities | ||
Proceeds from rights offering, net of issuance costs | 2,804 | 0 |
Common And Preferred Stock | ||
Financing activities | ||
Proceeds from rights offering, net of issuance costs | $ 0 | $ 59,280 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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, in response to the COVID-19 pandemic, we started developing pacritinib for use in hospitalized patients with severe COVID-19. 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 the expenditure of substantial resources. Basis of Presentation The accompanying unaudited financial information as of and for the three months ended March 31, 2021 and 2020 has been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to the 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 dates and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2021 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, 2020 included in our Annual Report on Form 10-K filed with the SEC on March 17, 2021. The condensed consolidated balance sheet at December 31, 2020 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 majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus, until its dissolution in June 2020. 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, clinical accruals, 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 the 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. Over the next year and in the normal course of business, we will need to continue to conduct research, development, testing and regulatory compliance activities with respect to pacritinib and prepare for potential commercialization, and in the course of such activities, we will incur general and administrative expenses. Additional business activities will include procuring manufacturing and drug supply services, the costs of which, together with our projected general and administrative expenses, are expected to result in operating losses for the foreseeable future. We have incurred a net operating loss every year since our formation. As of March 31, 2021, 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, cash equivalents and short-term investments were $37.2 million as of March 31, 2021, and in April 2021, we received the net proceeds of approximately $53.5 million upon completion of the public offering of our common stock and our Series X 1 Preferred Stock. 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. Based on our evaluation completed pursuant to 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 , these factors raise substantial doubt about our ability to continue as a going concern. Accordingly, we will need to acquire additional funds in order to develop our business and continue the development and prepare for the potential commercialization of pacritinib. The amount of funds that we will ultimately require will depend, in part, upon: regulatory approval developments and the extent to which we are required to conduct additional clinical trials; competitive market developments which require us to alter our business practices; and other unplanned expenses or business developments. 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 of common stock or otherwise may not be sufficient, available on favorable terms or available 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 and the commercial capabilities that we are developing to support a potential drug approval, be required to 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 at affordable rates with competitive terms, have to 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 upon many factors relating to drug approval status and our commercialization plans, as well as our clinical trials. These factors include the number of clinical trial sites in a given clinical trial, the number of patients treated in a given clinical trial, the pace of patient enrollment and other matters that may impact clinical development, including changes to a clinical trial that we may initiate or that may be requested by the FDA or other regulators. There can be no assurance as to the amount of funding necessary to fund the development of pacritinib to completion or that we will be able to obtain this funding. In addition, our ability to comply with covenants under our 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 March 31, 2021 and December 31, 2020, our cash, cash equivalents and short-term investments consisted of cash, money market funds 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 March 31, 2021 and December 31, 2020. 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): March 31, 2021 December 31, 2020 Cost or Amortized Cost Gross Unrealized Losses Total Estimated Fair Value Total Estimated Cash $ 266 $ — $ 266 $ 385 Level 1 securities: Money market funds 32,839 — 32,839 40,009 Level 2 securities: Corporate debt securities 4,061 (1) 4,060 12,057 Total cash, cash equivalents and short-term investments $ 37,166 $ (1) $ 37,165 $ 52,451 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 derive the present value of lease payments using our incremental borrowing rate, 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. We apply estimated forfeiture rates at the time of grant and revise, 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 $0.9 million and $1.2 million for the three months ended March 31, 2021 and 2020, respectively. All equity-based compensation expense was related to option awards, and substantially all of the expense 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 69.0 million shares and 29.6 million shares for the three months ended March 31, 2021 and 2020, respectively, were excluded from the calculation of diluted net loss per share because they were anti-dilutive. Recently Adopted 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 therein. We early adopted this accounting guidance as of January 1, 2021. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. In August 2020, the FASB issued new accounting guidance for convertible instruments which eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. For smaller reporting companies, the guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early adoption is permitted in fiscal years beginning after December 15, 2020. We early adopted this guidance as of January 1, 2021. There was no impact on our condensed consolidated financial statements as of and for the period ended March 31, 2021. In April 2021, as discussed in “Note 6. Subsequent Events”, we completed the public offering of our common stock and our Series X 1 Preferred Stock. We expect no beneficial conversion feature to be recognized on Series X 1 Preferred Stock upon issuance as a result of adopting this guidance. Recently Issued Accounting Standards In October 2020, the FASB issued new accounting guidance to provide incremental improvements to its Accounting Standards Codification on various topics. Such improvements include conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance and other minor changes. For smaller reporting companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted for any annual or interim period for which financial statements have not been issued. The codification amendments do not change GAAP, therefore 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 | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 2. Other Assets Other assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Right-of-use assets $ 1,803 $ 2,149 Clinical trial deposits 770 770 Refundable security deposit 194 194 Other 21 84 Other assets $ 2,788 $ 3,197 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 3. Other Current Liabilities Other current liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Operating lease liabilities, current portion $ 2,278 $ 2,194 End-of-facility lender fee (1) 1,440 1,440 Other current obligations 121 121 Total other liabilities $ 3,839 $ 3,755 |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions At-The-Market Equity Offering In January 2021, we entered into an Open Market Sale Agreement℠ with Jefferies LLC, or the Sale Agreement, to sell shares of our common stock having aggregate sales proceeds of up to $50.0 million, from time to time, through an “at the market” equity offering program under which Jefferies will act as sales agent. Under the Sale Agreement, we will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sale Agreement, Jefferies may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or on any other existing trading market for the common stock. Jefferies will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC. We and Jefferies may each terminate the Sale Agreement at any time upon ten trading days’ prior notice. We may also sell shares to Jefferies acting as principal for Jefferies’ own account. The compensation to Jefferies for sales of our common stock will be an amount equal to 3% of the gross proceeds of any shares of our common stock sold under the Sale Agreement. We have no obligation to sell any shares under the Sale Agreement, and may at any time suspend solicitation and offers under the Sale Agreement. For the three months ended March 31, 2021, we sold 0.9 million shares of our common stock for net proceeds of approximately $2.8 million under the Sale Agreement. Public offering of Common Stock and Series X 1 Preferred Stock In April 2021, we completed the public offering of our common stock and our Series X 1 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 5. 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, 2020. See Part II, Item 8, “Notes to Consolidated Financial Statements, Note 14. Commitments and Contingencies” of our Annual Report on Form 10-K for the year ended December 31, 2020 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 $5.1 million converted using the currency exchange rate as of March 31, 2021, 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 6. Subsequent Events On April 6, 2021, we completed the public offering of our common stock and our Series X 1 Preferred Stock whereby we issued 14,260,800 shares of our common stock, par value $0.001 per share, at a public offering price of $2.50 per share, and 600 shares of our Series X 1 Preferred Stock, par value $0.001 per share, at a public offering price of $25,000 per share. In addition, we granted the underwriters a 30-day option to purchase up to additional 2,139,120 shares of our common stock on the same terms and conditions, which was exercised in full in April 2021. The net proceeds to us, after deducting underwriting discounts and offering expenses, were approximately $53.5 million. Each share of Series X 1 Preferred Stock is convertible into 10,000 shares of our common stock at a conversion price of $2.50 per share of common stock, at the option of the holder at any time, subject to certain limitations, including that a holder of Series X 1 Preferred Stock is prohibited from converting Series X 1 Preferred Stock into common stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 9.99% of the total number of shares of our common stock issued and outstanding immediately after giving effect to such conversion. Shares of Series X 1 Preferred Stock generally have no voting rights, except as otherwise expressly provided in the Certificate of Designation of Preferences, Rights and Limitations of Series X 1 Convertible Preferred Stock, or Certificate of Designation, or as otherwise required by law. However, as long as any shares of Series X 1 Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series X 1 Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series X 1 Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X 1 Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further shares of Series X 1 Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series X 1 Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing. In the event of our liquidation, dissolution or winding up, holders of Series X 1 Preferred Stock will participate pari passu with any distribution of proceeds to holders of our common stock. Holders of Series X 1 Preferred Stock are entitled to receive dividends on shares of Series X 1 Preferred Stock equal (on an as-converted to common stock basis, without regard to the Beneficial Ownership Limitation (as defined in the Certificate of Designation)) to and in the same form as dividends actually paid on shares of common stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | 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, in response to the COVID-19 pandemic, we started developing pacritinib for use in hospitalized patients with severe COVID-19. 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 the expenditure of substantial resources. |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial information as of and for the three months ended March 31, 2021 and 2020 has been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to the 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 dates and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2021 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, 2020 included in our Annual Report on Form 10-K filed with the SEC on March 17, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of CTI and its majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus, until its dissolution in June 2020. 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, clinical accruals, 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 the 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. Over the next year and in the normal course of business, we will need to continue to conduct research, development, testing and regulatory compliance activities with respect to pacritinib and prepare for potential commercialization, and in the course of such activities, we will incur general and administrative expenses. Additional business activities will include procuring manufacturing and drug supply services, the costs of which, together with our projected general and administrative expenses, are expected to result in operating losses for the foreseeable future. We have incurred a net operating loss every year since our formation. As of March 31, 2021, 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, cash equivalents and short-term investments were $37.2 million as of March 31, 2021, and in April 2021, we received the net proceeds of approximately $53.5 million upon completion of the public offering of our common stock and our Series X 1 Preferred Stock. 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. Based on our evaluation completed pursuant to 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 , these factors raise substantial doubt about our ability to continue as a going concern. Accordingly, we will need to acquire additional funds in order to develop our business and continue the development and prepare for the potential commercialization of pacritinib. The amount of funds that we will ultimately require will depend, in part, upon: regulatory approval developments and the extent to which we are required to conduct additional clinical trials; competitive market developments which require us to alter our business practices; and other unplanned expenses or business developments. 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 of common stock or otherwise may not be sufficient, available on favorable terms or available 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 and the commercial capabilities that we are developing to support a potential drug approval, be required to 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 at affordable rates with competitive terms, have to 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 upon many factors relating to drug approval status and our commercialization plans, as well as our clinical trials. These factors include the number of clinical trial sites in a given clinical trial, the number of patients treated in a given clinical trial, the pace of patient enrollment and other matters that may impact clinical development, including changes to a clinical trial that we may initiate or that may be requested by the FDA or other regulators. There can be no assurance as to the amount of funding necessary to fund the development of pacritinib to completion or that we will be able to obtain this funding. In addition, our ability to comply with covenants under our 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 March 31, 2021 and December 31, 2020, our cash, cash equivalents and short-term investments consisted of cash, money market funds 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. |
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 derive the present value of lease payments using our incremental borrowing rate, 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 |
Equity-based Compensation | Equity-based CompensationEquity-based compensation expense is recognized over the requisite service periods on awards ultimately expected to vest. We apply estimated forfeiture rates at the time of grant and revise, 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. |
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 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 therein. We early adopted this accounting guidance as of January 1, 2021. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. In August 2020, the FASB issued new accounting guidance for convertible instruments which eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. For smaller reporting companies, the guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early adoption is permitted in fiscal years beginning after December 15, 2020. We early adopted this guidance as of January 1, 2021. There was no impact on our condensed consolidated financial statements as of and for the period ended March 31, 2021. In April 2021, as discussed in “Note 6. Subsequent Events”, we completed the public offering of our common stock and our Series X 1 Preferred Stock. We expect no beneficial conversion feature to be recognized on Series X 1 Preferred Stock upon issuance as a result of adopting this guidance. Recently Issued Accounting Standards In October 2020, the FASB issued new accounting guidance to provide incremental improvements to its Accounting Standards Codification on various topics. Such improvements include conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance and other minor changes. For smaller reporting companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted for any annual or interim period for which financial statements have not been issued. The codification amendments do not change GAAP, therefore 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) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, 2021 December 31, 2020 Cost or Amortized Cost Gross Unrealized Losses Total Estimated Fair Value Total Estimated Cash $ 266 $ — $ 266 $ 385 Level 1 securities: Money market funds 32,839 — 32,839 40,009 Level 2 securities: Corporate debt securities 4,061 (1) 4,060 12,057 Total cash, cash equivalents and short-term investments $ 37,166 $ (1) $ 37,165 $ 52,451 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Right-of-use assets $ 1,803 $ 2,149 Clinical trial deposits 770 770 Refundable security deposit 194 194 Other 21 84 Other assets $ 2,788 $ 3,197 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Liabilities | Other current liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Operating lease liabilities, current portion $ 2,278 $ 2,194 End-of-facility lender fee (1) 1,440 1,440 Other current obligations 121 121 Total other liabilities $ 3,839 $ 3,755 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | |
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Accumulated deficit | $ 2,345,273 | $ 2,328,007 | |||
Total cash, cash equivalents and short-term investments | 37,165 | $ 52,451 | |||
Equity-based compensation | $ 932 | $ 1,167 | |||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 69 | 29.6 | |||
Common Stock and Series X1 Preferred Stock | Subsequent Event | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Proceeds from rights offering, net of issuance costs | $ 53,500 | ||||
Aequus Biopharma, Inc | Affiliated Entity | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Interest in majority-owned subsidiary | 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 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Abstract] | ||
Cash and cash equivalents | $ 266 | $ 385 |
Total cash, cash equivalents and short-term investments, amortized cost | 37,166 | |
Total cash, cash equivalents and short-term investments, gross unrealized losses | 1 | |
Total cash, cash equivalents and short-term investments | 37,165 | 52,451 |
Level 1 | Money market funds | ||
Debt Securities, Available-for-sale [Abstract] | ||
Cash and cash equivalents | 32,839 | 40,009 |
Level 2 | Corporate debt securities | ||
Debt Securities, Available-for-sale [Abstract] | ||
Cost or Amortized Cost | 4,061 | |
Gross Unrealized Losses | (1) | |
Total Estimated Fair Value | $ 4,060 | $ 12,057 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Right-of-use assets | $ 1,803 | $ 2,149 |
Clinical trial deposits | 770 | 770 |
Refundable security deposit | 194 | 194 |
Other | 21 | 84 |
Other assets | $ 2,788 | $ 3,197 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Operating lease liabilities, current portion | $ 2,278 | $ 2,194 |
Other current obligations | 121 | 121 |
Other current liabilities | 3,839 | 3,755 |
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) - At-The Market Equity Offering - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Proceeds from common stock offering | $ 2.8 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Proceeds from common stock offering | $ 50 | |
Percent of gross proceeds, underwriter commission | 3.00% | |
Shares available for future conversion (in shares) | 0.9 |
Contingencies (Details)
Contingencies (Details) € in Millions, $ in Millions | Mar. 31, 2021EUR (€) | Mar. 31, 2021USD ($) | Dec. 31, 2007EUR (€) | Dec. 31, 2006EUR (€) | Dec. 31, 2003EUR (€) |
VAT Assessments | |||||
Loss Contingencies [Line Items] | |||||
Range of possible loss | € 4.3 | $ 5.1 | € 0.9 | € 2.8 | € 0.6 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 06, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Subsequent Event | Over-Allotment Option | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 2,139,120 | |||
Option to purchase additional shares | 30 days | |||
Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.001 | |||
Common Stock | Subsequent Event | Public Offering | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 14,260,800 | |||
Public offering price (in dollars per share) | $ 2.50 | |||
Series X1 Preferred Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock par value (in dollars per share) | $ 0.001 | |||
Preferred stock eligible for conversion (in shares) | 10,000 | |||
Conversion price (in dollars per share) | $ 2.50 | |||
Maximum ownership upon conversion | 9.99% | |||
Series X1 Preferred Stock | Subsequent Event | Public Offering | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 600 | |||
Public offering price (in dollars per share) | $ 25,000 | |||
Common Stock and Series X1 Preferred Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from rights offering, net of issuance costs | $ 53.5 |