Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | HEMISPHERX BIOPHARMA INC | ||
Entity Central Index Key | 946,644 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 14,478,834 | ||
Entity Common Stock, Shares Outstanding | 37,715,230 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,412 | $ 2,408 |
Marketable securities- unrestricted | 695 | 3,460 |
Accounts receivable | 24 | |
Assets held for sale | 764 | 764 |
Prepaid expenses and other current assets | 610 | 309 |
Total current assets | 3,505 | 6,941 |
Property and equipment, net | 8,586 | 9,514 |
Patent and trademark rights, net | 858 | 872 |
Other assets | 1,258 | 1,546 |
Total assets | 14,207 | 18,873 |
Current liabilities: | ||
Accounts payable | 741 | 887 |
Accrued expenses | 1,966 | 1,548 |
Total current liabilities | 2,707 | 2,435 |
Long-term liabilities: | ||
Note payable | 1,835 | |
Redeemable warrants | 962 | 940 |
Commitments and contingencies (Notes 9,11,12,14 and 15) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, authorized 5,000,000; issued and outstanding; none | ||
Common stock, par value $0.001 per share, authorized 350,000,000 shares; issued and outstanding 32,884,786 and 24,202,921, respectively | 33 | 24 |
Additional paid-in capital | 317,419 | 315,980 |
Other comprehensive income (loss) | 11 | (5) |
Accumulated deficit | (308,760) | (300,501) |
Total stockholders' equity | 8,703 | 15,498 |
Total liabilities and stockholders' equity | $ 14,207 | $ 18,873 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 32,884,786 | 24,202,921 |
Common stock, shares outstanding | 32,884,786 | 24,202,921 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Total Revenues | $ 437 | $ 92 | $ 133 |
Costs and Expenses: | |||
Production costs | 1,183 | 1,108 | 1,598 |
Research and development | 4,098 | 5,107 | 8,038 |
General and administrative | 6,572 | 7,681 | 7,147 |
Total Costs and Expenses | 11,853 | 13,896 | 16,783 |
Operating loss | (11,416) | (13,804) | (16,650) |
Interest and other income | 88 | 129 | 364 |
Impairment loss on investments | (315) | ||
Interest expense and finance costs | (139) | (3) | |
Litigation settlement net insurance proceeds | 1,626 | ||
Gain from sale of income tax operating losses | 791 | 2,870 | 1,374 |
Redeemable warrants valuation adjustment | 2,417 | 1,677 | |
Net loss | (8,259) | (7,502) | (15,230) |
Other Comprehensive Income (Loss) | |||
Unrealized gain (loss) on securities | 33 | 35 | (252) |
Reclassification adjustments for realized gain (loss) on sales of short-term marketable securities and for impairment losses on investments included in net loss | (17) | 57 | 315 |
Net comprehensive loss | $ (8,243) | $ (7,410) | $ (15,167) |
Basic and diluted loss per share | $ (0.29) | $ (0.34) | $ (0.77) |
Weighted average shares outstanding basic and diluted | 28,676,076 | 21,818,206 | 19,679,315 |
US [Member] | |||
Revenues: | |||
Clinical treatment programs | $ 102 | $ 92 | $ 133 |
Europe [Member] | |||
Revenues: | |||
Clinical treatment programs | $ 335 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 17 | $ 302,916 | $ (160) | $ (277,769) | $ 25,004 |
Balance, shares at Dec. 31, 2014 | 17,000,402 | ||||
Settlement of accounts payable | 672 | 672 | |||
Settlement of accounts payable, shares | 213,232 | ||||
Shares sold at the market | $ 4 | 9,677 | 9,681 | ||
Shares sold at the market, shares | 3,416,323 | ||||
Equity-based compensation | 181 | 181 | |||
Equity-based compensation, shares | |||||
Net comprehensive loss | 63 | (15,230) | (15,167) | ||
Balance at Dec. 31, 2015 | $ 21 | 313,446 | (97) | (292,999) | 20,371 |
Balance, shares at Dec. 31, 2015 | 20,629,957 | ||||
Shares sold at the market | 174 | 174 | |||
Shares sold at the market, shares | 114,394 | ||||
Common stock issuance | $ 3 | 4,517 | 4,520 | ||
Common stock issuance, shares | 3,333,334 | ||||
Other issuance | 50 | 50 | |||
Other issuance, shares | 78,879 | ||||
Equity-based compensation | 410 | 410 | |||
Equity-based compensation, shares | 46,357 | ||||
Redeemable warrants | (2,617) | (2,617) | |||
Net comprehensive loss | 92 | (7,502) | (7,410) | ||
Balance at Dec. 31, 2016 | $ 24 | 315,980 | (5) | (300,501) | 15,498 |
Balance, shares at Dec. 31, 2016 | 24,202,921 | ||||
Settlement of accounts payable | $ 1 | 236 | 237 | ||
Settlement of accounts payable, shares | 678,275 | ||||
Common stock issuance | $ 5 | 2,175 | 2,180 | ||
Common stock issuance, shares | 4,646,205 | ||||
Other issuance | $ 2 | 896 | 898 | ||
Other issuance, shares | 2,241,979 | ||||
Equity-based compensation | $ 1 | 570 | 571 | ||
Equity-based compensation, shares | 1,115,406 | ||||
Redeemable warrants | (2,050) | (2,050) | |||
Deemed dividends | (388) | (388) | |||
Net comprehensive loss | 16 | (8,259) | (8,243) | ||
Balance at Dec. 31, 2017 | $ 33 | $ 317,419 | $ 11 | $ (308,760) | $ 8,703 |
Balance, shares at Dec. 31, 2017 | 32,884,786 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (8,259) | $ (7,502) | $ (15,230) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of property and equipment | 948 | 1,119 | 941 |
Amortization of debt issue costs | 37 | ||
Amortization and abandonment of patent and trademark rights | 63 | 184 | 249 |
Redeemable warrants valuation adjustment | (2,417) | (1,677) | |
Equity-based compensation | 571 | 410 | 181 |
Other-than-temporary impairment of marketable securities | 315 | ||
Realized gain (loss) on securities | (17) | 57 | 63 |
Changes in assets and liabilities: | |||
Inventories | (1,326) | ||
Prepaid expenses and other assets | (13) | 26 | 64 |
Accounts receivable | (24) | ||
Accounts payable | 566 | (326) | (196) |
Accrued expenses | 604 | 329 | (1,114) |
Net cash used in operating activities | (7,941) | (7,380) | (16,053) |
Cash flows from investing activities: | |||
Purchases of property, equipment and construction in progress | (20) | (160) | (240) |
Additions to patent and trademark rights | (49) | (294) | (250) |
Sales and maturities of short-term and long-term marketable securities | 2,799 | 3,370 | 6,842 |
Net cash provided by investing activities | 2,730 | 2,916 | 6,352 |
Cash flows from financing activities: | |||
Proceeds from sale of common stock, net of issuance costs | 2,417 | 4,744 | 9,681 |
Debt issuance costs | (102) | ||
Proceeds from note payable | 1,900 | ||
Deposits on capital leases refunded | 14 | ||
Payments on capital leases | (1) | (21) | |
Net cash provided by financing activities | 4,215 | 4,757 | 9,660 |
Net (decrease) increase in cash and cash equivalents | (996) | 293 | (41) |
Cash and cash equivalents at beginning of year | 2,408 | 2,115 | 2,156 |
Cash and cash equivalents at end of year | 1,412 | 2,408 | 2,115 |
Supplemental disclosures of non-cash investing and financing cash flow information: | |||
Issuance of common stock for accounts payable and accrued expenses | 898 | 672 | |
Unrealized gain on marketable securities | 16 | 92 | 63 |
Fair value of redeemable warrants granted | 2,050 | 2,454 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest expense | $ 101 | $ 3 |
Business
Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | (1) Business Hemispherx Biopharma, Inc. (“Company”) is a specialty pharmaceutical company headquartered in Orlando, Florida and engaged in the clinical development of new drug therapies based on natural immune system enhancing technologies for the treatment of viral and immune based disorders. The Company was first formed in 1966 and in the early 1970s was doing contract research for the National Institutes of Health. Since that time, the Company has established a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of natural interferon and nucleic acids to enhance the natural antiviral defense system of the human body and to aid the development of therapeutic products for the treatment of certain chronic diseases. The Company’s flagship products include Alferon N Injection® and the experimental therapeutic Ampligen®. Alferon N Injection® is approved for a category of STD infection, and Ampligen® represents an experimental RNA being developed for globally important viral diseases and disorders of the immune system. Hemispherx’ platform technology includes components for potential treatment of various severely debilitating and life threatening diseases. The Company has incurred numerous years of substantial operating losses as it pursued its clinical and pre-clinical development activities and appropriate regulatory approval processes before any such products can be sold and marketed. As of December 31, 2017, our accumulated deficit was approximately $308,760,000. The Company has not yet generated significant revenues from our products and may incur substantial losses in the future. The Company evaluated these conditions and events that may raise substantial doubt about the Company’s ability to continue as a going concern; however, the Company believes that it has alleviated the substantial doubt by implementing certain actions. The Company reexamined its fundamental priorities in terms of direction, corporate culture and its ability to fund operations. As a result, there were significant changes at the Company including the Company restructuring its executive management team, initiating the pursuit of international sales of clinical grade materials, and implementing a cost saving program which assisted the Company in gained efficiencies and eliminated redundancies within its workforce. On March 16, 2018, the Company sold its property located at 783 Jersey Lane, New Brunswick, NJ. This property houses its development and production facilities. The purchase price was $4,080,000 and purchaser received 3,225,806 warrants to purchase common stock. Simultaneously with the closing of the sale, the purchaser leased the facility back to the Company. The lease runs for 10 years, with two five year extensions. The initial annual base rent is $408,000 and will continue for the first and second year. In the third and fourth it will escalate at the rate of 2.5% per year. For all subsequent years it will escalate at the rate of 3% per year. The Company also will be responsible for additional rent consisting of taxes and certain insurance expenses of the purchaser. The lease contains a repurchase option pursuant to which the Company can repurchase the facility within the initial 10 year lease period. The purchase price would $4,080,000 times a multiple. The multiple would be 1.05 plus .0025N where N represents the number of months between lease commencement and closing of repurchase. In February 2018, the Company sold the building located adjacent to its manufacturing facility located at 5 Jules Lane, New Brunswick, New Jersey to an unaffiliated party. The purchase price was $1,050,000 and the Company netted $963,254 in cash. Also, the Company is committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed to commercialize the many potential therapeutic aspects of our experimental drugs and our approved drug Alferon N. Lastly, the Company plans to access the public equity markets to raise further capital. The consolidated financial statements include the financial statements of Hemispherx Biopharma, Inc. and its wholly-owned subsidiaries. The Company has two domestic subsidiaries, both of which are incorporated in Delaware and are dormant. The Company’s foreign subsidiary, Hemispherx Biopharma Europe N.V./S.A., was established in Belgium in 1998. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Cash and Cash Equivalents Cash and Cash Equivalents consist of cash and money market accounts and total $1,412,000 and $2,408,000 at December 31, 2017 and 2016, respectively. (b) Marketable Securities The Company’s securities are classified as available for sale and are stated at fair value. Unrealized gains and losses on securities available for sale are excluded from results of operations and are reported as other comprehensive income (loss) on the Statements of Comprehensive Loss, net of taxes. Securities classified as available for sale include securities that may be sold in response to changes in interest rates, changes in prepayment risks or for portfolio management purposes. The cost of securities sold is determined on a specific identification basis. Gains and losses on sales of securities are recognized in the statements of comprehensive loss on the date of sale. (c) Property and Equipment (in thousands) December 31, 2017 2016 Land, buildings and improvements $ 10,547 $ 10,530 Furniture, fixtures, and equipment 5,625 5,630 Total property and equipment 16,172 16,160 Less: accumulated depreciation and amortization (7,586 ) (6,646 ) Property and equipment, net $ 8,586 $ 9,514 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three to thirty-nine years. The Company also reclassified an underutilized building as an asset held for resale totaling $764,000 adjacent to its New Jersey manufacturing facility site. That building was sold in February 2018. The purchase price was $1,050,000 and the Company received $963,254. On March 16, 2018, the Company sold its property located at 783 Jersey Lane, New Brunswick, NJ. This property houses its development and production facilities. The purchase price was $4,080,000 and purchaser received 3,225,806 warrants to purchase common stock. Simultaneously with the closing of the sale, the purchaser leased the facility back to the Company. The lease runs for 10 years, with two five year extensions. See note 18 Subsequent Events. (d) Patent and Trademark Rights Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. (e) Revenue The Company has elected to apply the Full Retrospective Application to implement the new revenue recognition standard ASC 606. The Company, based on the nature of its Ampligen sales under its cost recovery programs, determined that there were no material differences between the new accounting standard and legacy GAAP and that difficulties will not arise for any “open” contract issues with its customers during the transition period. The Company also determined that the adoption of this standard will have little or no impact to the Company’s opening balance of retained earnings. Revenue from the sale of Ampligen® under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the treatment is provided to the patient. Revenues from the sale of Alferon N Injection® are recognized when the product is shipped and title is transferred to the customer. The Company has no other obligation associated with its products once shipment has been shipped to the customer. (f) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 Uncertainty in Income Taxes. There has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Company determined that there was little or no material impact on its consolidated financial statements resulting from the 2017 Tax Act. (g) Comprehensive loss Comprehensive loss consists of net loss, net unrealized gains (losses) on securities and is presented in the consolidated statements of comprehensive loss. (h) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates include valuation allowances for inventory, determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants and contingency accruals. (i) Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In January 2016, the (“FASB”) has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases, In August 2016, the FASB issued ASU 2016-15 - In 2017, the FASB also issued Accounting Standards Updates (“ASU”) 2017-01 through 2017-15 and 2018-01 to 2018-04. These updates did not have a significant impact on the financial statements. (j) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. (k) Accounts Receivable Concentration of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process. The Company does not require collateral on its receivables. The Company’s receivables were $24,000 and $0 as of December 31, 2017 and 2016, respectively. (l) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of 9,373,286, 4,032,851 and 1,316,204 of stock options and warrants, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2017, 2016 and 2015, respectively, since their effect is antidilutive due to the net loss of the Company. (m) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in its use of the assets. The Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective judgments regarding the remaining useful lives of assets. When the Company determines that the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | (3) Inventories The Company uses the lower of first-in, first-out (“FIFO”) cost or net realizable value method of accounting for inventory. Inventories consist of the following: (in thousands) 2017 2016 Inventory Work-In-Process, January 1 $ — $ 1,326 Production — — Transfer to other assets — (1,326 ) Spoilage — — Inventory Work-In-Process, December 31 $ — $ — Commercial sales of Alferon® will not resume until new batches of commercial filled and finished product are produced and released by the FDA. The Company will continue the validation of Alferon® production and production of new Alferon® API inventory when funding becomes available. While the facility is approved by the FDA under the Biological License Application (“BLA”) for Alferon®, this status will need to be reaffirmed by an FDA pre-approval inspection. The Company will also need the FDA’s approval to release commercial product once it has submitted satisfactory stability and quality release data. Due to the Company extending the timeline of Alferon® production to an excess of one year, the Company reclassified Alferon® Work-In-Process inventory to other assets within the Company’s balance sheet. The Alferon® Work-In-Process inventory included an initial payment for fill and finish of $211,000. The Company believes that the benefits from this initial payment will no longer be realized and elected to expense it in the current period. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Securities [Abstract] | |
Marketable Securities | (4) Marketable Securities Marketable securities consist of mutual funds. For the twelve months ended December 31, 2017 and 2016, it was determined that none of the marketable securities had other-than-temporary impairments. At December 31, 2017 and 2016, all securities were classified as available for sale investments and were measured as Level 1 instruments of the fair value measurements standard (see Note 17: Fair Value). Securities classified as available for sale consisted of: December 31, 2017 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 684 $ 11 $ — $ 695 $ 695 $ — Totals $ 684 $ 11 $ — $ 695 $ 695 $ — December 31, 2016 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — Totals $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — Unrealized losses on investments Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows: December 31, 2017 There we no investments with continuous unrealized losses for less than 12 months and 12 months or greater at December 31, 2017. December 31, 2016 (in thousands) Total Less Than 12 Months 12 Months or Greater Totals Securities Number In Loss Position Fair Values Unrealized Losses Fair Values Unrealized Losses Total Fair Value Total Unrealized Losses Mutual Funds 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) Totals 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) |
Patents, Trademark Rights and O
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) | (5) Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) During the years ended December 31, 2017, 2016 and 2015, the Company decided not to pursue certain patents in various countries for strategic reasons and recorded abandonment charges of $7,000, $134,000 and $215,000, respectively, which are included in research and development. Amortization expense was $56,000, $50,000 and $34,000 in 2017, 2016 and 2015, respectively. The total cost of the patents was $1,107,000 and $1,065,000 as of December 31, 2017 and 2016, respectively. The accumulated amortization as of December 31, 2017 and 2016 is $249,000 and $193,000, respectively. For the year ended December 31, 2017 and 2016, additions to patents costs and licensing fees were $49,000 and $294,000, respectively. Amortization of patents and trademarks for each of the next five years is as follows: 2018 - $56,000; 2019 - $56,000; 2020 - $56,000; 2021 - $56,000 and 2022 - $56,000. No amortization expense is recognized related to patents that are pending. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (6) Accrued Expenses Accrued expenses at December 31, 2017 and 2016 consist of the following: (in thousands) December 31, 2017 2016 Compensation $ 569 $ 297 Professional fees 506 604 Clinical Trial expenses 310 158 Other Expenses 581 489 $ 1,966 $ 1,548 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | (7) Stockholders’ Equity (a) Preferred Stock The Company is authorized to issue 5,000,000 shares of $0.01 par value preferred stock with such designations, rights and preferences as may be determined by the Board of Directors. There were no Preferred Shares issued and outstanding at December 31, 2017 and 2016. (b) Common Stock The Company’s stockholders approved an amendment to the Company’s corporate Charter at the Annual Shareholder Meeting held in Philadelphia, PA that concluded on December 8, 2011. This amendment increased the Company’s authorized shares from 200,000,000 to 350,000,000 with specific limitations and restrictions on the usage of 75,000,000 of the 150,000,000 newly authorized shares. In September 2015, the Company’s stockholders removed the limitations and restrictions on 67,000,000 shares. The Company’s stockholders approved up to an additional 60,000,000 shares for use in capital raising transactions and 7,000,000 shares for use in the Equity Plan of 2009. In August 2016, the Company effected a 12 to 1 reverse stock split of the outstanding shares, in order to become compliant with the NYSE regulations. This did not affect the number of authorized shares. In September 2016, the Company entered into Securities Purchase Agreements with certain investors for the sale by the Company of 3,333,334 shares of its common stock at a purchase price of $1.50 per share and sold warrants to purchase 2,500,000 shares of Common Stock for aggregate net proceeds of $4,520,000 after deducting certain fees due to the placement agent and the Company’s transaction expenses. The net proceeds received by the Company from the Offering will be used for preparation for technology transfer opportunities, expenses related to Ampligen® manufacturing, working capital and general corporate purposes. Subject to certain ownership limitations, the warrants were initially exercisable six-months after issuance at an exercise price equal to $2.00 per share of Common Stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable for five years from the initial exercise date. In June 2017, pursuant to an offer to the holders of the foregoing warrants (the “Exchange Transaction”), the exercise price of the foregoing warrants was changed to $0.50. As a result the warrant holders exercised these warrant and purchased 2,370,000 shares of company common stock. As part of the Exchange Transaction, the Company issued 2,370,000 series A warrants with an exercise price of $0.60 per share, an initial exercise date of December 1, 2017 and expiring March 6, 2022 and 7,584,000 series B warrants with an exercise price of $0.60, an initial exercise date December 1, 2017 per share and expiring March 1, 2018, which were exercised as described below. The Company received net proceeds from the foregoing transaction of approximately $1,055,000, after deducting certain fees due to the placement agent and the Company’s transaction expenses. In July 2017, the warrant holders exercised the remaining 130,000 warrants issued in September 2016 and purchased 130,000 shares of common stock. The Company realized additional net proceeds of $65,000 from this exercise. In conjunction with the foregoing the Company issued an additional 130,000 series A warrants and 416,000 series B warrants (with an exercise price of $0.60 and an initial exercise date of January 10, 2018.The net proceeds received by the Company from these offerings will be used for preparation for technology transfer opportunities, expenses related to Ampligen® manufacturing, working capital and general corporate purposes. The 2,800,000 warrants with an expiration date of March 1, 2018 and an exercise price on $0.45 were exercised in January and February 2018. The Company realized proceeds of $1,260,000 from these exercises. Pursuant to an engagement agreement, the Company paid its placement agent an aggregate fee equal to 7% and 10.5%, respectively, of the gross proceeds received by the Company from the sale of the securities in the offerings and granted to its placement agent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 166,667 and 107,759, respectively, unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants, except that the 166,667 placement agent warrants issued in September 2017 will expire September 1, 2021 and have an exercise price equal to $1.875 per share of common stock and the 107,759 placement agent warrants issued in June 2017 will expire June 1, 2022 and have an exercise price of $0.625. In August 2017, the Holders of the series A warrants and series B warrants exchanged all of their warrants for new warrants (respectively, the “Series A Exchange Warrants” and the “Series B Exchange Warrants” and, collectively, the “Exchange Warrants”) identical to the series A warrants and series B warrants except as follows: the exercise price of both Exchange Warrants is $0.45 per share, subject to adjustment therein, and the number of Series B Exchange Warrants issued was proportionately reduced so that all Exchange Warrants in the Exchange Transaction do not exceed 19.9% of the number of the Company’s issued and outstanding shares of Common Stock as of May 31, 2017, the date of the Exchange Transaction offer letters. The issuance of the Exchange Warrants by the Company and the shares of Common Stock issuable upon exercise of the Exchange Warrants is exempt from registration pursuant to Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In February 2017, the Company entered into Securities Purchase Agreements (each, a “February Purchase Agreement”) with certain investors for the sale by us of 1,818,185 shares of its common stock at a purchase price of $0.55 per share. Concurrently with the sale of the common stock, pursuant to the February Purchase Agreement, the Company also sold unregistered warrants to purchase 1,363,639 shares of common stock for aggregate net proceeds of approximately $875,000. The warrants have an exercise price of $0.75 per share, are exercisable six months after issuance, and will expire five years from the initial exercise date. Pursuant to an engagement agreement, the Company paid its placement agent an aggregate fee equal to 7% of the gross proceeds received by the Company from the sale of the securities in the offering and granted to its placement agent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 90,910 unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants, except that the placement agent warrants will expire on February 1, 2022 and have an exercise price equal to $0.6875 per share of common stock. The common stock issued in the above referenced September 6, 2016 and February 1, 2017 offerings were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the SEC in June 2015 and subsequently declared effective on August 4, 2015 (Registration No. 333-205228) and the base prospectus dated as of August 4, 2015 contained therein. The Company filed a prospectus supplements related to these offerings with the SEC on September 1, 2016 and February 3, 2017, respectively, in connection with the sale of the common stock. The common stock issued pursuant to the above June 1, 2017 exercise of warrants were issued pursuant to an effective registration statement on Form S-1, which was initially filed with the SEC in May 2017 as subsequently amended and declared effective on May 23, 2017 (Registration No. 333-217671) and the prospectus supplement filed with the SEC on May 23, 2017. As of December 31, 2017 and 2016, there were 32,884,786 and 24,202,921 shares outstanding, respectively. (c) Equity Financings On July 23, 2012, the Company entered into an equity distribution agreement with Maxim (the “EDA”) pursuant to which we may sell up to $75,000,000 worth of our shares of common stock from time to time through Maxim, as sales agent. Under the EDA, Maxim is entitled to a fixed commission rate of 4.0% of the gross sales price of Shares sold under the EDA, up to aggregate gross proceeds of $10,000,000, and thereafter, at a fixed commission rate of 3.0% of the gross sales price of Shares sold under the EDA. Sales of the Shares, if any, may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the NYSE American, at market prices or as otherwise agreed with Maxim. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the EDA or terminate the EDA. Up until August 4, 2015, the shares were being sold pursuant to the Company’s Universal Shelf Registration Statement on Form S-3, declared effective by the Securities and Exchange Commission on July 2, 2012. Since August 4, 2015, the shares are being sold pursuant to the Company’s Universal Shelf Registration Statement on Form S-3, declared effective by the Securities and Exchange Commission on August 4, 2015 (the “2015 Universal Shelf”). On August 4, 2015, the Company and Maxim Group LLC amended their July 23, 2012 EDA solely for the purpose of adding the registrant’s new registration statement on Form S-3 (File No 333-205228) to the definition of “registration statement” as the old registration statement expired. On December 15, 2015, the Company filed a Prospectus Supplement reducing all offerings pursuant to its existing equity distribution agreement with Maxim Group LLC to $0. On December 15, 2015, the Company entered into an Equity Distribution Agreement with Chardan Capital Markets, LLC (the “Chardan Agreement”) to create an at-the-market equity program under which it may sell shares of its common stock (the “Shares”) from time to time through Chardan Capital Markets, LLC, as sales agent (“Chardan”). Under the Chardan Agreement, Chardan will be entitled to a commission at a fixed commission rate of 3.0% of the gross sales price of Shares sold under the Chardan Agreement. Effective August 26, 2016, the Company halted all future offers and sales of its common stock under the Chardan Agreement and reduced the amount of potential future offers and sales under the Chardan Agreement to $0.00. Between December 15, 2015, the date of the Chardan Agreement, and August 26, 2016, the Company sold an aggregate of 114,394 shares of common stock pursuant to the Chardan Agreement for aggregate net proceeds of approximately $174,000. On November 27, 2017, the Company reactivated the EDA. During December 2017, it sold an aggregate of 2,003,563 shares under the EDA for proceeds of $853,000 net of $26,000 in commissions. Pursuant to a prospectus supplement dated February 7, 2018, the Company currently is able to sell up to 6,549,157 of its common stock (inclusive of shares already sold under the prospectus supplement) under the EDA. The actual number of shares that the Company can sell and the proceeds to be received there from are dependent upon the market price of its common stock. (d) Common Stock Options and Warrants (i) Stock Options The Equity Plan of 2004, effective May 1, 2004, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 8,000,000 shares of common stock was reserved for potential issuance pursuant to awards under the Equity Plan of 2004. The Equity Plan of 2004 continued in effect for a period of 10 years from its effective date. The plan terminated on May 1, 2014. The Equity Incentive Plan of 2007, effective June 20, 2007, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 750,000 shares of common stock is reserved for potential issuance pursuant to awards under the Equity Incentive Plan of 2007. Unless sooner terminated, the Equity Incentive Plan of 2007 will continue in effect for a period of 10 years from its effective date. The plan terminated on June 20, 2017. The Equity Incentive Plan of 2009, effective June 24, 2009, as amended, authorizes the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and other stock awards. A maximum of 22,000,000 shares of common stock is reserved for potential issuance pursuant to awards under the Equity Incentive Plan of 2009. Unless sooner terminated, the Equity Incentive Plan of 2009 will continue in effect for a period of 10 years from its effective date. The Equity Plan of 2004 and the Equity Incentive Plans of 2007 and 2009 are administered by the Board of Directors. The Plans provide for awards to be made to such Officers, other key employees, non-employee Directors, consultants and advisors of the Company and its subsidiaries as the Board may select. Stock options awarded under the Plans may be exercisable at such times (not later than 10 years after the date of grant) and at such exercise prices (not less than fair market value at the date of grant) as the Board may determine. The Board may provide for options to become immediately exercisable upon a “change in control”, which is defined in the Plans to occur upon any of the following events: (a) the acquisition by any person or group, as beneficial owner, of 20% or more of the outstanding shares or the voting power of the outstanding securities of the Company; (b) either a majority of the Directors of the Company at the annual stockholders meeting has been nominated other than by or at the direction of the incumbent Directors of the Board, or the incumbent Directors cease to constitute a majority of the Company’s Board; (c) the Company’s stockholders approve a merger or other business combination pursuant to which the outstanding common stock of the Company no longer represents more than 50% of the combined entity after the transaction; (d) the Company’s stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (e) any other event or circumstance determined by the Company’s Board to affect control of the Company and designated by resolution of the Board as a change in control. The fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option and equity warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the options and equity warrants was estimated based on historical option and equity warrant holders’ behavior and represents the period of time that options and equity warrants are expected to be outstanding. The fair values of the options and equity warrants granted, were estimated based on the following weighted average assumptions: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.72%-1.89% 0.71%-1.23% 1.32%-1.72% Expected dividend yield 0 0 0 Expected life 1.25-5 years 2.5-5 years 2.5-5 years Expected volatility 91.60%-144.15% 85.18%-94.81% 83.840%-85.220% Weighted average grant date fair value for options and equity warrants issued $0.35 per option/warrant for 1,340,517 options/equity warrants $0.99 per option/warrant for 281,250 options/equity warrants $1.80 per option for 68,750 options The exercise price of all stock options and equity warrants granted was equal to or greater than the fair market value of the underlying common stock on the date of the grant. Information regarding the options approved by the Board of Directors under Equity Plan of 2004 is summarized below. The plan terminated on May 1, 2014: 2015 2016 2017 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 488,718 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 Granted — — — — — — — — — Forfeited (100,493 ) 19.56-34.44 $ 23.40 (104,698 ) 25.32-46.32 $ 38.08 (251,194 ) 15.60-28.44 $ 32.06 Exercised — — — — — — — — — Outstanding, end of year 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 32,333 15.84-72.00 $ 42.00 Exercisable, end of year 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 32,333 15.84-72.00 $ 42.00 Weighted average remaining contractual life (years) 1-3 years 1-2 years Less than 1 year Available for future grants — — — Information regarding the options approved by the Board of Directors under Equity Plan of 2007 is summarized below. The plan terminated June 20, 2017: 2015 2016 2017 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Granted — — — — — — — — — Forfeited — — — — — — — — — Exercised — — — — — — — — — Outstanding, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Exercisable, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Weighted average remaining contractual life (years) 3-5 years 2-4 years 1-3 years Available for future grants 250 250 — Information regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below: 2015 2016 2017 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 639,438 2.52-48.36 6.60 651,628 2.52-48.36 5.52 695,061 1.56-48.36 4.70 Granted 66,667 3.00 3.00 247,916 1.56-48.36 1.59 1,190,567 0.33-0.67 0.29 Forfeited (54,477 ) 3.00-48.36 20.88 (204,483 ) 1.56-22.80 3.53 (8,333 ) 1.56 1.56 Exercised — — — — — — — — — Outstanding, end of year 651,628 2.52-48.36 5.52 695,061 1.56-48.36 4.70 1,877,295 0.33-48.36 1.92 Exercisable, end of year 623,850 2.52-48.36 5.52 578,047 1.56-48.36 5.32 1,046,487 0.33-48.36 0.42 Weighted average remaining contractual life (years) 4-10 years 3-10 years 2-10 years Available for future grants 8,341,272 6,395,040 4,139,454 Stock option activity during the years ended December 31, 2015, 2016 and 2017 is as follows: Stock option activity for employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2014 940,657 $ 19.68 4.61 — Granted 66,667 3.00 — — Forfeited (113,553 ) 15.72 — — Outstanding December 31, 2015 893,771 $ 18.96 4.02 — Granted 185,417 1.58 — — Forfeited (242,932 ) 13.06 — — Outstanding December 31, 2016 836,256 $ 16.82 4.47 — Granted 584,794 0.50 — — Forfeited (217,132 ) 33.35 — — Outstanding December 31, 2017 1,203,918 $ 5.91 6.89 — Vested and expected to vest at December 31, 2017 1,203,918 $ 5.91 6.89 — Exercisable at December 31, 2017 837,770 $ 7.27 5.26 — The weighted-average grant-date fair value of employee options granted during the year 2017 was $230,000 for 584,794 options at $0.39 per option, during the year 2016 was $189,000 for 185,417 options at $1.02 per option, and during the year 2015 was $121,000 for 66,667 options at $1.80 per option. Unvested stock option activity for employees: Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2014 59,216 $ 16.56 8.76 — Granted 66,667 3.00 — — Vested (98,106 ) 11.04 — — Forfeited — — — — Unvested December 31, 2015 27,777 $ 3.48 7.82 — Granted 185,417 1.58 — — Vested (122,569 ) 1.72 — — Forfeited — — — — Unvested December 31, 2016 90,625 $ 1.72 9.33 — Granted 584,794 0.50 — — Vested (309,271 ) 0.88 — — Forfeited — — — — Unvested December 31, 2017 366,148 $ 0.48 9.62 — The weighted-average grant-date fair value of employee unvested stock options granted during the year 2017 was $230,000 for 584,794 options at $0.39 per option, during the year 2016 was $92,000 for 185,417 options at $0.50 per option, and during the year 2015 was $51,000 for 66,667 options at $0.76 per option. Stock option activity for non-employees during the year: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2014 316,667 $ 16.32 4.75 — Granted — — — — Exercised — — — — Forfeited (41,417 ) 22.32 — — Outstanding December 31, 2015 275,250 $ 15.48 4.31 — Granted 62,500 1.64 — — Exercised — — — — Forfeited (66,250 ) 23.22 — — Outstanding December 31, 2016 271,500 $ 10.41 4.66 — Granted 605,772 0.42 — — Exercised — — — — Forfeited (42,396 ) 19.47 — — Outstanding December 31, 2017 834,876 $ 2.70 6.69 — Vested and expected to vest at December 31, 2017 834,876 $ 2.70 6.69 — Exercisable at December 31, 2017 370,217 $ 5.62 5.11 — The weighted-average grant-date fair value of non-employee options granted during the year 2017 was $182,000 for 605,772 options at $0.30 per option, during the year 2016 was $63,000 for 62,500 options at $1.01 per option, and during the year 2015 was zero, as no options were granted to non-employees in 2015. Unvested stock option activity for non-employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2014 2,778 $ 31.20 9.08 — Granted — — — — Vested (2,778 ) 31.20 — — Forfeited — — — — Unvested December 31, 2015 — $ — — — Granted 62,500 1.62 — — Vested (23,611 ) 1.63 — — Forfeited (12,500 ) 1.56 — — Unvested December 31, 2016 26,389 $ 1.65 8.61 — Granted 606,772 — — — Vested (163,335 ) 0.57 — — Forfeited (4,861 ) 7.58 — — Unvested December 31, 2017 464,965 $ 0.36 7.84 — Stock-based compensation expense was approximately $ 571,000, $410,000 and $181,000 for the years ended December 31, 2017, 2016, and 2015 resulting in an increase in general and administrative expenses and loss per share of $0.02, $0.02 and $0.01, respectively. As of December 31, 2017 and 2016, there was $435,000 and $266,000, respectively, of unrecognized stock-based compensation cost related to options granted under the Equity Incentive Plans. Stock-based compensation related to options granted under the Equity Incentive Plans will be recorded over the vesting period which is typically one year or upon reaching agreed upon company and/or individual performance milestones being met which is indefinite. (ii) Stock Warrants Stock warrants are issued as needed by the Board of Directors and have no formal plan. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the warrants was estimated based on historical option holder’s behavior and represents the period of time that options are expected to be outstanding. There were 2,700,000 warrants granted during 2016 at $1.56 to $2.00 per warrant, and 17,512,308 granted in 2017 at $0.45 to $0.75 per warrant. Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: 2015 2016 2017 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 199,922 3.00-24.00 $ 6.72 147,183 1.08-24.00 $ 5.73 2,830,516 1.08-24.00 $ 2.16 Granted 2,083 1.08 $ 1.08 2,700,000 1.56-2.00 $ 1.99 17,512,308 0.45-0.75 $ 0.57 Forfeited (54,822 ) 6.12-18.60 9.24 (16,667 ) 6.00 6.00 (10,508,334 ) 0.60-24.00 0.61 Exercised — — — — — — (2,500,000 ) 0.50 0.50 Outstanding, end of year 147,183 3.00 –24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 7,334,490 0.45-10.68 $ 0.63 Exercisable 147,183 3.00-24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 7,334,490 0.45-10.68 $ 0.63 Weighted average remaining contractual life 4.4 years 4.6 years 2.7 years Years exercisable 2017-2023 2017-2023 2017-2023 Stock warrants are issued at the discretion of the Board. In 2017, there were 17,512,308 warrants issued at a weighted average exercise price of $0.57 per share. In 2016, there were 2,666,667 warrants issued in conjunction with the August 2016 offering at an average exercise price of $1.99 per share. In 2015, there were no warrants issued. In 2016, 33,333 warrants were issued at an average exercise price of $1.74 per share. Certain of the stock warrants outstanding are subject to adjustments for stock splits and dividends. 2,500,000 warrants were exercised in 2017. No warrants were exercised during 2015 and 2016. (e) Rights Offering On November 19, 2002, the Board of Directors of the Company declared a dividend distribution of one Right for each outstanding share of Common Stock to stockholders of record at the close of business on November 29, 2002 (the “Record Date”). On November 2, 2012, at the direction of the Board of Directors of the Company amended and restated the Rights Agreement between the Company and its Rights Agent. On November 14, 2017, at the direction of the Board, the Company again amended and restated the Rights Agreement between the Company and, American Stock Transfer & Trust Company, LLC, its current Rights Agent (as amended and restated, the “Rights Agreement”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Unit”) of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) at a Purchase Price of $21.00 per Unit, subject to adjustment. |
Segment and Related Information
Segment and Related Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Related Information | (8) Segment and Related Information The Company operates in one segment, which performs research and development activities related to Ampligen® and other drugs under development, and sales and marketing of Alferon®. The Company’s revenues for the three-year period ended December 31, 2017, were earned in the United States. |
Research, Consulting and Supply
Research, Consulting and Supply Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Research Consulting And Supply Agreements | |
Research, Consulting and Supply Agreements | (9) Research, Consulting and Supply Agreements The Company had a Supply Agreement with Jubilant Hollister-Stier LLC of Spokane, Washington (“Jubilant”), pursuant to which Jubilant would formulate and package Ampligen® from the key raw materials that the Company would supply to them. This supply agreement expired March 11, 2014. In January 2017, we entered into a purchase order to replace the previous purchase commitment with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen® for the Company. Pursuant to the new order, Jubilant will perform tooling and validation activities as well as final fill and finish services. We paid Jubilant $320,000 in 2017 and $482,000 in 2018 for a total of $802,000 to date for these services. In May 2017, Hemispherx filed a complaint in the Philadelphia County Court of Common Pleas Civil Trial Division against Nitto Avecia Pharma Services, Inc. (“NAPS”), the successor to Avrio Biopharmaceuticals, LLC (“Avrio”), primarily for breach of contract. Pursuant to the applicable agreement, Avrio was to provide fill and finish services of Ampligen®. Hemispherx sought damages due to Avrio’s failures and omissions during the fill and finish process which led to a loss of product. In June 2017, NAPS filed an answer denying liability and counter claiming breach of contract by Hemispherx. In March of 2018, the parties agreed to fully resolve their dispute by agreement for a satisfactory payment to Hemispherx and additional consideration. Final documentation of the settlement is in process and will fully resolve the parties’ claims and disputes. To formulate, fill, finish and package (“fill and finish”) Alferon N Injection® drug product, the Company requires a FDA approved third party Contract Manufacturing Organization (“CMO”). In January 2012, the Company agreed to a Technology, Transfer, Validation and Commercial Supply Agreement with Ajinomoto Althea, Inc., formerly Althea Technologies, Inc. (“Althea”) of San Diego, CA, regarding the fill and finish process for Alferon® N Injection®. In November 2014, the Company entered into a purchase commitment with Althea for approximately $622,000 for the production of validation batches of Alferon® N Injection for emergency use and/or commercial sale. The Company paid approximately $211,000 to Althea with regard to this open purchase commitment as of December 31, 2017 and had recorded this amount within Work-In-Process inventory.The Company believes that the benefits from this initial $211,000 payment will no longer be realized and have expensed it in the current period. On September 6, 2011, the Company executed an amended agreement with Asembia, formerly Armada Healthcare, LLC to undertake the marketing, education and sales of Alferon N Injection® throughout the United States. This agreement also provides start-up along with ongoing sales and marketing support to the Company. On July 31, 2015, it was mutually agreed upon to extend this agreement through August 14, 2017 subject to the same terms and conditions. In August 2017, the Company extended this agreement through August 14, 2019 subject to the same terms and conditions. The Company incurred no fees for the years ended December 31, 2017, 2016 and 2015, pursuant to original and amended agreements. On September 6, 2011, the Company executed a new agreement with specialty distributor, BioRidgePharma, LLC (“BioRidge”) to warehouse, ship, and distribute Alferon N Injection® on an exclusive basis in support of U.S. sales. On July 31, 2015, it was mutually agreed upon to extend this agreement through August 14, 2017 subject to the same terms and conditions. In August 2017, the Company extended this agreement through August 14, 2019 subject to the same terms and conditions. The Company incurred approximately fees of $0, $0 and $2,000 for the years ended December 31, 2017, 2016 and 2015, respectively, pursuant to the agreement. On August 6, 2015, the Company executed an agreement with Emerge Health Pty Ltd. (“Emerge”) to seek approval of Alferon N Injection® in Australia and New Zealand and to commence distribution of Alferon® in both countries on a named-patient basis, for treating genital warts and other infections and diseases to which patients in Australia and New Zealand have become refractory to recombinant interferon. The Company and Emerge will collaborate on seeking regulatory approval from Australia’s TGA and New Zealand’s Medsafe. Under a five-year exclusive license to sell, market, and distribute Alferon N Injection® in Australia and New Zealand, Emerge will implement regulatory-compliant programs to educate physicians about Alferon®. The Company will support these efforts and will supply Alferon® at a predetermined transfer price. The Company has the right to buy out of the agreement at a price equal to three times Alferon® sales for the preceding 12 months if exercised within the first two years or two times such sales if exercised after year three. The Sales, Marketing, Distribution, and Supply Agreement with Emerge was terminated in the 2 nd On May 24, 2016, the Company entered into an amended and restated five year agreement (the “Impatients Agreement”) with Impatients, N.V. (“Impatients”), a Netherlands based company doing business as myTomorrows, for the commencement and management of an Early Access Program (“EAP”) in Europe and Turkey (the “Territory”) related to Chronic Fatigue Syndrome (“CFS”). Pursuant to the agreement, Impatients, as our exclusive service provider and distributor in the Territory, is performing EAP activities. These activities will be directed to (a) the education of physicians and patients regarding the possibility of early access to innovative medical treatments not yet the subject of a Marketing Authorization (regulatory approval) through named-patient use, compassionate use, expanded access and hospital exemption, (b) patient and physician outreach related to a patient-physician platform, (c) the securing of Early Access Approvals (exemptions and/or waivers required by regulatory authorities for medical treatments prior to Marketing Authorization) for the use of such treatments, (d) the distribution and sale of such treatments pursuant to such Early Access Approvals, (e) pharmacovigilance (drug safety) activities and/or (f) the collection of data such as patient-reported outcomes, doctor-reported experiences and registry data. We are supporting these efforts and supplying Ampligen® to Impatients at a predetermined transfer price. In the event that the Company receives Marketing Authorization in any country in the Territory, the Company will pay Impatients a royalty on products sold. Pursuant to the Impatients Agreement, the royalty would be a percentage of Net Sales (as defined in the Impatients Agreement) of Ampligen® sold in the Territory where Marketing Authorization was obtained, and the maximum royalty would be a percentage of Net Sales. The formula to determine the percentage of Net Sales will be based on the number of patients that are entered into the EAP. The Company believes that disclosure of the exact maximum royalty rate and royalty termination date could cause competitive harm. However, to assist the public in gauging these terms, the actual maximum royalty rate is somewhere between 2% and 10% and the royalty termination date is somewhere between 8 and 15 years from the first commercial sale of a product within a specific country. The parties established a Joint Steering Committee comprised of representatives of both parties to oversee the EAP. No assurance can be given that activities under the EAP will result in Marketing Authorization or the sale of substantial amounts of Ampligen® in the Territory. In 2017, the Company commenced sales of recently manufactured Ampligen® in international programs. No royalties were paid in 2017. In January 2017, we announced that the EAP through our agreement with myTomorrows designed to enable access of Ampligen® to CFS patients has been extended to pancreatic cancer patients beginning in the Netherlands. myTomorrows is our exclusive service provider in Europe and Turkey and will manage all EAP activities relating to the pancreatic cancer extension of the program. In June 2017, we signed an amendment to the EAP with myTomorrows. This amendment is for myTomorrows to provide support services to the Company with respect to the execution of the 511-Program (“511-Services”). The 511-Services shall be rendered for a period of 6 months to be renewed with additional 6 month periods with written mutual consent, or until termination of the 511-Program. The 511-Services shall be rendered free of charge. The Company has entered into agreements for consulting services, which are performed at medical research institutions and by medical and clinical research individuals. The Company's obligation to fund these agreements can be terminated after the initial funding period, which generally ranges from one to three years or on an as-needed monthly basis. During the years ending December 31, 2017, 2016 and 2015, the Company incurred approximately $40,000, $285,000 and $1,668,000, respectively, of consulting service fees under these agreements. These costs are charged to research and development expense as incurred. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
401(k) Plan | (10) 401(k) Plan The Company has a defined contribution plan, entitled the Hemispherx Biopharma Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”). Full time employees of the Company are eligible to participate in the 401(k) Plan following one year of employment. Subject to certain limitations imposed by federal tax laws, participants are eligible to contribute up to 15% of their salary (including bonuses and/or commissions) per annum. Participants’ contributions to the 401(k) Plan may be matched by the Company at a rate determined annually by the Board of Directors. Each participant immediately vests in his or her deferred salary contributions, while Company contributions will vest over one year. A 6% Company matching contribution was established, effective as of January 1, 2010 through December 31, 2015. As of January 1, 2016, the matching has been terminated. For 2017, 2016 and 2015, the Company contributions towards the 401(k) Plan were $0, $0 and $167,000 respectively. |
Royalties, License and Employme
Royalties, License and Employment Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Royalties License And Employment Agreements | |
Royalties, License and Employment Agreements | (11) Royalties, License and Employment Agreements The Company had contractual agreements with Named Executive Officers (“Officers”) in 2017, 2016 and 2015. The aggregate annual base compensation for these Officers under their respective contractual agreements for 2017, 2016 and 2015 was $1,164,000, $983,000 and $2,259,000 respectively. In addition, certain of these Officers were entitled to receive performance bonuses of up to 25% or 20% of their respective annual base salary, at the sole discretion of the Compensation Committee of the Board of Directors. In 2017, 2016 and 2015, no Officers’ bonuses were granted. On November 23, 2015, Mr. Equels waived his rights under his employment agreement to any future payment of any incentive bonus related to the sale of the Company’s stock or other securities by, or on behalf of, the Company pursuant to the Maxim Equity Distribution Agreement or any similar or successor ATM equity distribution agreement. Mr. Equels voluntarily provided his waiver in an effort to preserve cash and to help the Company to ensure its short term commercialization goals. In 2017, equity was granted as a form of compensation to these Officers: ● Chief Executive Officer was granted 413,135 ten year options to purchase common stock at $0.36 to $0.56 per share which vest in entirety in one year; and ● Chief Financial Officer was granted 37,712 ten year options to purchase common stock at $0.36 to $0.49 per share which vest in entirety in one year. ● Chief Scientific Officer was granted no options to purchase common stock. In 2016, equity was granted as a form of compensation to these Officers: ● Chief Executive Officer was granted 25,000 ten year options to purchase common stock at $1.68 per share which vest in entirety in one year; and ● Chief Financial Officer was granted 12,500 ten year options to purchase common stock at $1.56 per share which vest in entirety in one year. ● Chief Scientific Officer was granted 12,500 ten year options to purchase common stock at $1.56 per share which vest in entirety in one year. In 2015, equity was granted as a form of compensation to these Officers: ● Chief Executive Officer was granted 25,000 ten year options to purchase common stock at $3.00 per share which vest in entirety in one year. The Company recorded stock compensation expense of approximately $86,000, $52,000 and $121,000, respectively, during the years ended December 31, 2017, 2016 and 2015 respectively with regard to these issuances. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | (12) Leases The Company has no long term leases. The term of the lease for the Riverton, NJ office is currently through December 2018 Rent expense charged to operations for the years ended December 31, 2017, 2016 and 2015 amounted to approximately $253,000, $178,000 and $166,000 respectively. |
Income Taxes (FASB ASC 740 Inco
Income Taxes (FASB ASC 740 Income Taxes) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes (FASB ASC 740 Income Taxes) | (13) Income Taxes (FASB ASC 740 Income Taxes) The Company applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes. As a result of the implementation, there has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (GILTI). These changes are effective beginning in 2018. As of December 31, 2017, the Company has approximately $181,000,000 of federal net operating loss carryforwards (expiring in the years 2019 through 2037) available to offset future federal taxable income. The Company also has approximately $36,000,000 of Pennsylvania state net operating loss carryforwards (expiring in the years 2019 through 2033) and approximately $10,000,000 of New Jersey state net operating loss carryforwards (expiring in 2037) available to offset future state taxable income. In December 2017 the Company effectively sold $8,000,000 of its New Jersey state net operating loss carryforward for the year 2016 for approximately $622,000, and also sold New Jersey research and development credits for $169,000. In January 2016, the Company effectively sold $16,000,000 of its New Jersey state net operating loss carryforward for the year 2014 for approximately $1,320,000, and also sold New Jersey research and development credits for $241,000. In December 2016, the Company effectively sold $14,000,000 of its New Jersey state net operating loss carryforward for the year 2015 for approximately $1,120,000, and also sold New Jersey research and development credits for $189,000. The utilization of certain state net operating loss carryforwards may be subject to annual limitations. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. Under the Tax Reform Act of 1986, the utilization of a corporation’s net operating loss carryforward is limited following a greater than 50% change in ownership. Due to the Company’s prior and current equity transactions, the Company’s net operating loss carryforwards may be subject to an annual limitation generally determined by multiplying the value of the Company on the date of the ownership change by the federal long-term tax exempt rate. Any unused annual limitation may be carried forward to future years for the balance of the net operating loss carryforward period. The 2017 Tax Act eliminates the three year carryback of net operating losses and allows only the carryforward of losses. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax asset, the deferred tax assets are fully offset by a valuation allowance at December 31, 2017 and 2016. The components of the net deferred tax assets and liabilities as of December 31, 2017 and 2016 consist of the following: (in thousands) Deferred tax assets: December 31, 2017 2016 Net operating losses $ 38,005 $ 59,200 Amortization & depreciation 138 132 Accrued expenses 51 — Stock compensation 120 139 Total deferred tax assets 38,314 59,471 Deferred tax liabilities: Research and development costs (189 ) (375 ) Deferred tax assets, net 38,125 59,096 Less: Valuation allowance (38,125 ) (59,096 ) Deferred tax assets, net — — |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | (14) Notes Payable In May 2017, the Company entered into a mortgage and note payable agreement with a bridge funding company to obtain a two-year funding line of up to $4,000,000 secured by the property and assets located at 783 Jersey Ave., New Brunswick, New Jersey. The Company borrowed $1,900,000 of the line in monthly advances including accrued interest as of December 31, 2017. The Company will be able to request future advances in excess of $2,000,000 at the lender’s discretion and be payable in full upon maturity. The Company pays interest on this note at a fixed rate of 12% per annum for the first 18 months and change to a rate equal to 800 basis points above the prime rate of interest during the remainder of the term; however, the interest rate will not be less than 12% for the entire term. The note will be interest only and payable monthly through the maturity. The Company is permitted to prepay the line without penalty commencing after six months. The balance on the note at December 31, 2017 is $1,835,000($1,900,000 less unamortized deferred finance costs of $65,000). The note was paid off on March 16, 2018. See Note 18 - Subsequent Events. |
Certain Relationships and Relat
Certain Relationships and Related Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions | (15) Certain Relationships and Related Transactions The Company has employment agreements with certain of their Executive Officers and has granted such officers and directors options and warrants to purchase their common stock. Please see details of these Employment Agreements in Note 11 - Royalties, License and Employment Agreements. Thomas Equels our CEO, was elected to the Board of Directors at the Annual Stockholders Meeting on November 17, 2008 and joined the Company as General Counsel effective June 1, 2010. Mr. Equels had provided external legal services for several years through May 31, 2010 and Equels Law Firm continued to support the Company through 2015. In 2017, 2016 and 2015, the Company paid Equels Law Firm approximately $0, $0 and $42,000, respectively, for services rendered. Upon analysis in the fall of 2011 by the Audit Committee’s Financial Expert, it was deemed that the hourly rates charged by Equels Law to the Company were reasonable when compared to the fee structure of a possible arms-length transaction from comparable firms in practice in the same market and of the similar size. The hourly rate fees from Equels Law Firm remained the same for 2015. There were no legal fees paid in 2016 and 2017 to Equels Law Firm. For his Board fees, Mr. Equels received $0, $20,000 and $182,000 for 2017, 2016 and 2015, respectively. Mr. Equels stopped receiving Board fees in March 2016. For the years ended 2017, 2016 and 2015, compensation was granted or paid related to the Executive Performance Incentive Program related to the ATM, as set forth in Section 3(c)(ii) of his Employment Agreement, for approximately $0, $0, and $262,000 to Mr. Equels. Mr. Equels’ compensation related to this program was classified entirely as general and administrative expense. Mr. Equels has agreed not to receive any compensation in relation to current or future ATM sales. In 2016 Mr. Equels also earned, as set forth in Section 3(c)(ii) of his Employment Agreement, $39,000 for 5% of the Ampligen® cost recovery sales for the last 5 years, and $131,000 in accordance with item 5 of the 2016 Senior Executive Deferred Cash Performance Award Plan, as the price of our stock has been above $.20 for 5 successive trading days. In 2017, as set forth in Section 3(c)(ii) of his Employment Agreement, Mr. Equels earned $22,000 for 5% of the 2017 Ampligen® cost recovery sales. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | (16) Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, investments and accounts receivable. The Company places its cash with high-quality financial institutions and, at times, such amounts in non-interest bearing accounts may be in excess of Federal Deposit Insurance Corporation insurance limits. There was no credit based sales for 2017, 2016 or 2015. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | (17) Fair Value The Company is required under GAAP to disclose information about the fair value of all the Company’s financial instruments, whether or not these instruments are measured at fair value on the Company’s consolidated balance sheets. The Company estimates that the fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to the short-term maturities of these items. The Company also has certain warrants with a cash settlement feature in the unlikely occurrence of a Fundamental Transaction. The fair value of the redeemable warrants (“Warrants”) related to the Company’s August 2016, February 2017, June 2017 and August 2017 common stock and warrant issuance, are calculated using a Monte Carlo Simulation. While the Monte Carlo Simulation is one of a number of possible pricing models, the Company has determined it to be industry accepted and fairly presented the fair value of the Warrants. As an additional factor to determine the fair value of the Put’s liability, the occurrence probability of a Fundamental Transaction event was factored into the valuation. The Company recomputes the fair value of the Warrants at the issuance date and the end of each quarterly reporting period. Such value computation includes subjective input assumptions that are consistently applied each period. If the Company were to alter its assumptions or the numbers input based on such assumptions, the resulting fair value could be materially different. The Company utilized the following assumptions to estimate the fair value of the August 2016 Warrants: December 31, 2017 December 31, 2016 Underlying price per share $0.35 $0.69-$1.26 Exercise price per share $1.88 $1.88 - $2.00 Risk-free interest rate 2.05% 1.86% Expected holding period 3.70 4.70 Expected volatility 65% 85% Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the February 2017 Warrants: December 31, 2017 February 1, 2017 Underlying price per share $0.35 $0.64 Exercise price per share $0.69-$0.75 $0.69-$0.75 Risk-free interest rate 2.10% 1.86%-1.93% Expected holding period 4.1 5.00 Expected volatility 65% 80%-85% Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the June 2017 Warrants: December 31, 2017 June 1, 2017 Underlying price per share $0.35 $0.53 Exercise price per share $0.63 $0.60-$0.63 Risk-free interest rate 2.14% 1.11%-1.76% Expected holding period 4.4 .7-5 Expected volatility 65% 80% Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the August 2017 Warrants: December 31, 2017 August 23, 2017 Underlying price per share $0.35 $0.37 Exercise price per share $0.45 $0.45 Risk-free interest rate 1.33%-2.11% 1.11%-1.69% Expected holding period 0.2-4.2 0.5-4.5 Expected volatility 65% 70% Expected dividend yield — — The significant assumptions using the Monte Carlo Simulation approach for valuation of the Warrants are: (i) Risk-Free Interest Rate (ii) Expected Holding Period (iii) Expected Volatility (iv) Expected Dividend Yield (v) Expected Probability of a Fundamental Transaction. a. The Company only has one product that is FDA approved but which will not be available for commercial sales; b. The Company may have to perform additional clinical trials for FDA approval of its flagship product; c. Industry and market conditions continue to include a global market recession, adding risk to any transaction; d. Available capital for a potential buyer in a cash transaction continues to be limited; e. The nature of a life sciences company is heavily dependent on future funding and high fixed costs, including Research & Development; f. The Company has minimal revenues streams which are insufficient to meet the funding needs for the cost of operations or construction at their manufacturing facility; and g. The Company’s Rights Agreement and Executive Agreements make it less attractive to a potential buyer. With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % The Monte Carlo Simulation has incorporated a 5.0% probability of a Fundamental Transaction to date for the life of the securities. (vi) Expected Timing of Announcement of a Fundamental Transaction. (vii) Expected 100 Day Volatility at Announcement of a Fundamental Transaction (viii) Expected Risk-Free Interest Rate at Announcement of a Fundamental Transaction (ix) Expected Time Between Announcement and Consummation of a Fundamental Transaction. While the assumptions remain consistent from period to period (e.g., utilizing historical stock prices), the numbers input change from period to period (e.g., the actual historical prices input for the relevant period). The carrying amount and estimated fair value of the above Warrants was approximately $962,000 and $940,000 at December 31, 2017 and 2016, respectively. The Company applies FASB ASC 820 (formerly Statement No. 157 Fair Value Measurements FASB ASC 820-10-35-37 (formerly SFAS No. 157) establishes a valuation hierarchy based on the transparency of inputs used in the valuation of an asset or liability. Classification is based on the lowest level of inputs that is significant to the fair value measurement. The valuation hierarchy contains three levels: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. ● Level 2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of December 2017, the Company has classified the warrants with cash settlement features as Level 3. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed above, the Company utilized the Monte Carlo Simulation Model in valuing these warrants. The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as: (in thousands) As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 695 $ 695 $ — $ — Liabilities: Redeemable warrants $ 962 — — $ 962 (in thousands) As of December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Marketable Securities $ 3,460 $ 3,460 $ — $ — Liabilities: Redeemable warrants $ 940 — — $ 940 The changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): Balance at December 31, 2016 $ 940 Issuance of warrants 2,050 Modification of warrants 389 Fair value adjustments (2,417 ) Balance at September 30, 2017 $ 962 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events The Company evaluated subsequent events through the date on which these financial statements were issued. There were 2,800,000 warrants with an expiration date of March 1, 2018 and an exercise price on $0.45. These warrants were exercised in January and February 2018. The Company realized proceeds of $1,260,000 from these exercises. On November 27, 2017, the Company reactivated the EDA. Since December 5, 2017, it sold an aggregate of 2,003,563 shares under the EDA for proceeds of $853,000, net of $26,000 in commissions. Pursuant to a prospectus supplement dated February 7, 2018, the Company currently is able to sell up to 6,549,157 of its common stock (inclusive of shares already sold under the prospectus supplement) under the EDA. The actual number of shares that the Company can sell and the proceeds to be received there from are dependent upon the market price of its common stock. In February 2018, we signed an amendment to the EAP with myTomorrows. This amendment extended the territory to cover Canada to treat pancreatic cancer patients, pending government approval. In February 2018, the Company sold the unencumbered, unutilized, and wholly owned property located at 5 Jules Lane, New Brunswick, New Jersey to Acellories, NJ LLC, a New Jersey limited liability company, pursuant to a sale agreement dated September, 11, 2017. The sale price was $1,050,000. On March 16, 2018, the Company sold land and a building for $4,080,000 and concurrently entered into an agreement to lease the property back for ten years at $408,000 per year for two years through March 31, 2020. The lease payments will increase 2.5% per year for the next three years through March 31, 2023 and the lease payments will increase 3% for the remaining five years through March 31, 2028. The sale of the property includes an option to repurchase the property at fair value which does not permanently transfer all the risks and rewards of ownership to the buyer. The option to repurchase the property also would be at a higher price than the sales price and is considered likely based upon the Company’s plans going forward. Because the sale of the property includes the option to repurchase the property and includes the above attributes, the transaction has been accounted for as a financing whereby the Company will debit cash for the amount of cash received and credit financing obligation. The Company will continue to report the property as an asset and the property will continue to be depreciated. The fair value repurchase option would be accounted for similar to a share appreciation mortgage. Accordingly, the guidance in ASC 470-30 related to participating mortgage loans would be applied to the liability. If the option expires unused, the sale is recognized at that time. The gain on the sale is the excess of the liability (current fair value of the property) over its carrying amount. If the option is exercised, the cash payment by the seller-lessee is to pay off the financing obligation. As part of the sale of this building, warrants were provide to the buyer for the purchase of up to 3,225,806 shares of Company common stock for a period of five years at an exercise price of $0.3875 per share, 125% of the closing price of the common stock on the NYSE American on the date of execution of the letter of intent for the purchase. The warrants cannot be exercised to the extent that any exercise would result in the purchaser owning in excess of 4.99% of our issued and outstanding shares of common stock. Also as part of the sale of the building the Note Payable detailed above in Note 14 was paid off. The payoff amount was $1,956,803, which included all accrued interest and fees. On March 24, 2018, the Company sold 1,250,000 shares of common stock. The Company realized net proceeds of $475,000 from this stock offering. On March 26, 2018, we received an order from myTomorrows for 2,100 vials of Ampligen® to be used in the Early Access Program. In March 2018, we signed an amendment to the EAP with myTomorrows, pursuant to which myTomorrows will be our exclusive service provider for special access activities in Canada for the supply of Ampligen® for the treatment of ME/CFS. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | (a) Cash and Cash Equivalents Cash and Cash Equivalents consist of cash and money market accounts and total $1,412,000 and $2,408,000 at December 31, 2017 and 2016, respectively. |
Marketable Securities | (b) Marketable Securities The Company’s securities are classified as available for sale and are stated at fair value. Unrealized gains and losses on securities available for sale are excluded from results of operations and are reported as other comprehensive income (loss) on the Statements of Comprehensive Loss, net of taxes. Securities classified as available for sale include securities that may be sold in response to changes in interest rates, changes in prepayment risks or for portfolio management purposes. The cost of securities sold is determined on a specific identification basis. Gains and losses on sales of securities are recognized in the statements of comprehensive loss on the date of sale. |
Property and Equipment | (c) Property and Equipment (in thousands) December 31, 2017 2016 Land, buildings and improvements $ 10,547 $ 10,530 Furniture, fixtures, and equipment 5,625 5,630 Total property and equipment 16,172 16,160 Less: accumulated depreciation and amortization (7,586 ) (6,646 ) Property and equipment, net $ 8,586 $ 9,514 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three to thirty-nine years. The Company also reclassified an underutilized building as an asset held for resale totaling $764,000 adjacent to its New Jersey manufacturing facility site. That building was sold in February 2018. The purchase price was $1,050,000 and the Company received $963,254. On March 16, 2018, the Company sold its property located at 783 Jersey Lane, New Brunswick, NJ. This property houses its development and production facilities. The purchase price was $4,080,000 and purchaser received 3,225,806 warrants to purchase common stock. Simultaneously with the closing of the sale, the purchaser leased the facility back to the Company. The lease runs for 10 years, with two five year extensions. See note 18 Subsequent Events. |
Patent and Trademark Rights | (d) Patent and Trademark Rights Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. |
Revenue | (e) Revenue The Company has elected to apply the Full Retrospective Application to implement the new revenue recognition standard ASC 606. The Company, based on the nature of its Ampligen sales under its cost recovery programs, determined that there were no material differences between the new accounting standard and legacy GAAP and that difficulties will not arise for any “open” contract issues with its customers during the transition period. The Company also determined that the adoption of this standard will have little or no impact to the Company’s opening balance of retained earnings. Revenue from the sale of Ampligen® under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the treatment is provided to the patient. Revenues from the sale of Alferon N Injection® are recognized when the product is shipped and title is transferred to the customer. The Company has no other obligation associated with its products once shipment has been shipped to the customer. |
Accounting for Income Taxes | (f) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10 Uncertainty in Income Taxes. There has been no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses. All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Company determined that there was little or no material impact on its consolidated financial statements resulting from the 2017 Tax Act. |
Comprehensive Loss | (g) Comprehensive loss Comprehensive loss consists of net loss, net unrealized gains (losses) on securities and is presented in the consolidated statements of comprehensive loss. |
Use of Estimates | (h) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates include valuation allowances for inventory, determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants and contingency accruals. |
Recent Accounting Standards and Pronouncements | (i) Recent Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In January 2016, the (“FASB”) has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 - Leases, In August 2016, the FASB issued ASU 2016-15 - In 2017, the FASB also issued Accounting Standards Updates (“ASU”) 2017-01 through 2017-15 and 2018-01 to 2018-04. These updates did not have a significant impact on the financial statements. |
Stock-Based Compensation | (j) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. |
Accounts Receivable | (k) Accounts Receivable Concentration of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process. The Company does not require collateral on its receivables. The Company’s receivables were $24,000 and $0 as of December 31, 2017 and 2016, respectively. |
Common Stock Per Share Calculation | (l) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of 9,373,286, 4,032,851 and 1,316,204 of stock options and warrants, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2017, 2016 and 2015, respectively, since their effect is antidilutive due to the net loss of the Company. |
Long-Lived Assets | (m) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in its use of the assets. The Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective judgments regarding the remaining useful lives of assets. When the Company determines that the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | (in thousands) December 31, 2017 2016 Land, buildings and improvements $ 10,547 $ 10,530 Furniture, fixtures, and equipment 5,625 5,630 Total property and equipment 16,172 16,160 Less: accumulated depreciation and amortization (7,586 ) (6,646 ) Property and equipment, net $ 8,586 $ 9,514 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: (in thousands) 2017 2016 Inventory Work-In-Process, January 1 $ — $ 1,326 Production — — Transfer to other assets — (1,326 ) Spoilage — — Inventory Work-In-Process, December 31 $ — $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Securities [Abstract] | |
Schedule of Available for Sale | Securities classified as available for sale consisted of: December 31, 2017 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 684 $ 11 $ — $ 695 $ 695 $ — Totals $ 684 $ 11 $ — $ 695 $ 695 $ — December 31, 2016 (in thousands) Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-Term Investments Long Term Investments Mutual Funds $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — Totals $ 3,465 $ — $ (5 ) $ 3,460 $ 3,460 $ — |
Schedule of Investments with Continuous Unrealized Losses | Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows: December 31, 2017 There we no investments with continuous unrealized losses for less than 12 months and 12 months or greater at December 31, 2017. December 31, 2016 (in thousands) Total Less Than 12 Months 12 Months or Greater Totals Securities Number In Loss Position Fair Values Unrealized Losses Fair Values Unrealized Losses Total Fair Value Total Unrealized Losses Mutual Funds 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) Totals 1 $ 1,853 $ (13 ) $ - $ - $ 1,853 $ (13 ) |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2017 and 2016 consist of the following: (in thousands) December 31, 2017 2016 Compensation $ 569 $ 297 Professional fees 506 604 Clinical Trial expenses 310 158 Other Expenses 581 489 $ 1,966 $ 1,548 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Options and Equity Estimated Based on Weighted Average Assumptions | The fair values of the options and equity warrants granted, were estimated based on the following weighted average assumptions: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.72%-1.89% 0.71%-1.23% 1.32%-1.72% Expected dividend yield 0 0 0 Expected life 1.25-5 years 2.5-5 years 2.5-5 years Expected volatility 91.60%-144.15% 85.18%-94.81% 83.840%-85.220% Weighted average grant date fair value for options and equity warrants issued $0.35 per option/warrant for 1,340,517 options/equity warrants $0.99 per option/warrant for 281,250 options/equity warrants $1.80 per option for 68,750 options |
Schedule of Warrants Outstanding and Exercisable | Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: 2015 2016 2017 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 199,922 3.00-24.00 $ 6.72 147,183 1.08-24.00 $ 5.73 2,830,516 1.08-24.00 $ 2.16 Granted 2,083 1.08 $ 1.08 2,700,000 1.56-2.00 $ 1.99 17,512,308 0.45-0.75 $ 0.57 Forfeited (54,822 ) 6.12-18.60 9.24 (16,667 ) 6.00 6.00 (10,508,334 ) 0.60-24.00 0.61 Exercised — — — — — — (2,500,000 ) 0.50 0.50 Outstanding, end of year 147,183 3.00 –24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 7,334,490 0.45-10.68 $ 0.63 Exercisable 147,183 3.00-24.00 $ 5.76 2,830,516 1.08-24.00 $ 2.16 7,334,490 0.45-10.68 $ 0.63 Weighted average remaining contractual life 4.4 years 4.6 years 2.7 years Years exercisable 2017-2023 2017-2023 2017-2023 |
Employees [Member] | |
Schedule of Stock Option Activity | Stock option activity for employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2014 940,657 $ 19.68 4.61 — Granted 66,667 3.00 — — Forfeited (113,553 ) 15.72 — — Outstanding December 31, 2015 893,771 $ 18.96 4.02 — Granted 185,417 1.58 — — Forfeited (242,932 ) 13.06 — — Outstanding December 31, 2016 836,256 $ 16.82 4.47 — Granted 584,794 0.50 — — Forfeited (217,132 ) 33.35 — — Outstanding December 31, 2017 1,203,918 $ 5.91 6.89 — Vested and expected to vest at December 31, 2017 1,203,918 $ 5.91 6.89 — Exercisable at December 31, 2017 837,770 $ 7.27 5.26 — |
Schedule of Unvested Stock Option Activity | Unvested stock option activity for employees: Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2014 59,216 $ 16.56 8.76 — Granted 66,667 3.00 — — Vested (98,106 ) 11.04 — — Forfeited — — — — Unvested December 31, 2015 27,777 $ 3.48 7.82 — Granted 185,417 1.58 — — Vested (122,569 ) 1.72 — — Forfeited — — — — Unvested December 31, 2016 90,625 $ 1.72 9.33 — Granted 584,794 0.50 — — Vested (309,271 ) 0.88 — — Forfeited — — — — Unvested December 31, 2017 366,148 $ 0.48 9.62 — |
Non-Employees [Member] | |
Schedule of Stock Option Activity | Stock option activity for non-employees during the year: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2014 316,667 $ 16.32 4.75 — Granted — — — — Exercised — — — — Forfeited (41,417 ) 22.32 — — Outstanding December 31, 2015 275,250 $ 15.48 4.31 — Granted 62,500 1.64 — — Exercised — — — — Forfeited (66,250 ) 23.22 — — Outstanding December 31, 2016 271,500 $ 10.41 4.66 — Granted 605,772 0.42 — — Exercised — — — — Forfeited (42,396 ) 19.47 — — Outstanding December 31, 2017 834,876 $ 2.70 6.69 — Vested and expected to vest at December 31, 2017 834,876 $ 2.70 6.69 — Exercisable at December 31, 2017 370,217 $ 5.62 5.11 — |
Schedule of Unvested Stock Option Activity | Unvested stock option activity for non-employees: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2014 2,778 $ 31.20 9.08 — Granted — — — — Vested (2,778 ) 31.20 — — Forfeited — — — — Unvested December 31, 2015 — $ — — — Granted 62,500 1.62 — — Vested (23,611 ) 1.63 — — Forfeited (12,500 ) 1.56 — — Unvested December 31, 2016 26,389 $ 1.65 8.61 — Granted 606,772 — — — Vested (163,335 ) 0.57 — — Forfeited (4,861 ) 7.58 — — Unvested December 31, 2017 464,965 $ 0.36 7.84 — |
Equity Incentive Plans 2004 [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under Equity Plan of 2004 is summarized below. The plan terminated on May 1, 2014: 2015 2016 2017 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 488,718 15.60-72.00 $ 32.28 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 Granted — — — — — — — — — Forfeited (100,493 ) 19.56-34.44 $ 23.40 (104,698 ) 25.32-46.32 $ 38.08 (251,194 ) 15.60-28.44 $ 32.06 Exercised — — — — — — — — — Outstanding, end of year 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 32,333 15.84-72.00 $ 42.00 Exercisable, end of year 388,225 15.60-72.00 $ 34.56 283,527 15.60-72.00 $ 33.20 32,333 15.84-72.00 $ 42.00 Weighted average remaining contractual life (years) 1-3 years 1-2 years Less than 1 year Available for future grants — — — |
Equity Incentive Plans 2007 [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under Equity Plan of 2007 is summarized below. The plan terminated June 20, 2017: 2015 2016 2017 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Granted — — — — — — — — — Forfeited — — — — — — — — — Exercised — — — — — — — — — Outstanding, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Exercisable, end of year 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 129,167 8.64-36.60 26.04 Weighted average remaining contractual life (years) 3-5 years 2-4 years 1-3 years Available for future grants 250 250 — |
Equity Incentive Plans 2009 [Member] | |
Schedule of Stock Option Activity | Information regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below: 2015 2016 2017 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 639,438 2.52-48.36 6.60 651,628 2.52-48.36 5.52 695,061 1.56-48.36 4.70 Granted 66,667 3.00 3.00 247,916 1.56-48.36 1.59 1,190,567 0.33-0.67 0.29 Forfeited (54,477 ) 3.00-48.36 20.88 (204,483 ) 1.56-22.80 3.53 (8,333 ) 1.56 1.56 Exercised — — — — — — — — — Outstanding, end of year 651,628 2.52-48.36 5.52 695,061 1.56-48.36 4.70 1,877,295 0.33-48.36 1.92 Exercisable, end of year 623,850 2.52-48.36 5.52 578,047 1.56-48.36 5.32 1,046,487 0.33-48.36 0.42 Weighted average remaining contractual life (years) 4-10 years 3-10 years 2-10 years Available for future grants 8,341,272 6,395,040 4,139,454 |
Income Taxes (FASB ASC 740 In31
Income Taxes (FASB ASC 740 Income Taxes) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of the net deferred tax assets and liabilities as of December 31, 2017 and 2016 consist of the following: (in thousands) Deferred tax assets: December 31, 2017 2016 Net operating losses $ 38,005 $ 59,200 Amortization & depreciation 138 132 Accrued expenses 51 — Stock compensation 120 139 Total deferred tax assets 38,314 59,471 Deferred tax liabilities: Research and development costs (189 ) (375 ) Deferred tax assets, net 38,125 59,096 Less: Valuation allowance (38,125 ) (59,096 ) Deferred tax assets, net — — |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assumptions to Estimate Fair Value of Warrants | The Company utilized the following assumptions to estimate the fair value of the August 2016 Warrants: December 31, 2017 December 31, 2016 Underlying price per share $0.35 $0.69-$1.26 Exercise price per share $1.88 $1.88 - $2.00 Risk-free interest rate 2.05% 1.86% Expected holding period 3.70 4.70 Expected volatility 65% 85% Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the February 2017 Warrants: December 31, 2017 February 1, 2017 Underlying price per share $0.35 $0.64 Exercise price per share $0.69-$0.75 $0.69-$0.75 Risk-free interest rate 2.10% 1.86%-1.93% Expected holding period 4.1 5.00 Expected volatility 65% 80%-85% Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the June 2017 Warrants: December 31, 2017 June 1, 2017 Underlying price per share $0.35 $0.53 Exercise price per share $0.63 $0.60-$0.63 Risk-free interest rate 2.14% 1.11%-1.76% Expected holding period 4.4 .7-5 Expected volatility 65% 80% Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the August 2017 Warrants: December 31, 2017 August 23, 2017 Underlying price per share $0.35 $0.37 Exercise price per share $0.45 $0.45 Risk-free interest rate 1.33%-2.11% 1.11%-1.69% Expected holding period 0.2-4.2 0.5-4.5 Expected volatility 65% 70% Expected dividend yield — — |
Schedule of Range of Probabilities | With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as: (in thousands) As of December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 695 $ 695 $ — $ — Liabilities: Redeemable warrants $ 962 — — $ 962 (in thousands) As of December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Marketable Securities $ 3,460 $ 3,460 $ — $ — Liabilities: Redeemable warrants $ 940 — — $ 940 |
Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis | The changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): Balance at December 31, 2016 $ 940 Issuance of warrants 2,050 Modification of warrants 389 Fair value adjustments (2,417 ) Balance at September 30, 2017 $ 962 |
Business (Details Narrative)
Business (Details Narrative) | 12 Months Ended | |
Dec. 31, 2017USD ($)Numbershares | Dec. 31, 2016USD ($) | |
Accumulated deficit | $ 308,760,000 | $ 300,501,000 |
Number of domestic subsidiaries | Number | 2 | |
Number of foreign subsidiaries | Number | 1 | |
March 16, 2018 [Member] | ||
Purchase price | $ 4,080,000 | |
Purchaser received common stock purchase | shares | 3,225,806 | |
Lease term, description | The lease runs for 10 years, with two five year extensions. | |
Lease term | 10 years | |
Annual base rent per year | $ 408,000 | |
Rent expense escalation rate, description | In the third and fourth it will escalate at the rate of 2.5% per year. For all subsequent years it will escalate at the rate of 3% per year. | |
March 16, 2018 [Member] | Extensions Term [Member] | ||
Lease term | 5 years | |
February 2018 [Member] | ||
Purchase price | $ 1,050,000 | |
Purchase price nettled in cash | $ 963,254 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and cash equivalents | $ 1,412,000 | $ 2,408,000 | $ 2,115,000 | $ 2,156,000 |
Assets held for sale | $ 764,000 | 764,000 | ||
Income tax federal statutory rate | 35.00% | |||
Accounts receivable | $ 24,000 | |||
Antidilutive securities excluded from computation of earnings per share | 9,373,286 | 4,032,851 | 1,316,204 | |
Reduction Rate [Member] | ||||
Income tax federal statutory rate | 21.00% | |||
Patent and Trademark Rights [Member] | ||||
Estimated useful lives of patent and trademark rights | 17 years | |||
February 2018 [Member] | ||||
Purchase price | $ 1,050,000 | |||
Purchase price settled in cash | 963,254 | |||
March 16, 2018 [Member] | ||||
Purchase price | $ 4,080,000 | |||
Purchaser received common stock purchase | 3,225,806 | |||
Lease term, description | The lease runs for 10 years, with two five year extensions. | |||
Lease term | 10 years | |||
March 16, 2018 [Member] | Extensions Term [Member] | ||||
Lease term | 5 years | |||
Minimum [Member] | ||||
Estimated useful life | 3 years | |||
Maximum [Member] | ||||
Estimated useful life | 39 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Total property and equipment | $ 16,172 | $ 16,160 |
Less: accumulated depreciation and amortization | (7,586) | (6,646) |
Property and equipment, net | 8,586 | 9,514 |
Land, Buildings and Improvements [Member] | ||
Total property and equipment | 10,547 | 10,530 |
Furniture, Fixtures and Equipment [Member] | ||
Total property and equipment | $ 5,625 | $ 5,630 |
Inventories (Details Narrative)
Inventories (Details Narrative) $ in Thousands | Dec. 31, 2017USD ($) |
Inventory Disclosure [Abstract] | |
Work-in-process inventory | $ 211 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
Inventory Work-In-Process, beginning | $ 1,326 | |
Production | ||
Transfer to other assets | (1,326) | |
Spoilage | ||
Inventory Work-In-Process, end of period |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Marketable Securities [Abstract] | |||
Other than temporary impairments charges | $ 315 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Available for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortized Cost | $ 684 | $ 3,465 |
Gross Unrealized Gains | 11 | |
Gross Unrealized Losses | (5) | |
Fair Value | 695 | 3,460 |
Short-Term Investments | 695 | 3,460 |
Long Term Investments | ||
Mutual Funds [Member] | ||
Amortized Cost | 684 | 3,465 |
Gross Unrealized Gains | 11 | |
Gross Unrealized Losses | (5) | |
Fair Value | 695 | 3,460 |
Short-Term Investments | 695 | 3,460 |
Long Term Investments |
Marketable Securities - Sched40
Marketable Securities - Schedule of Investments with Continuous Unrealized Losses (Details) $ in Thousands | Dec. 31, 2017USD ($)Number | Dec. 31, 2016USD ($)Number |
Total number in loss position | Number | 1 | |
Less Than 12 Months, Fair Values | $ 1,853 | |
Less Than 12 Months, Unrealized Losses | (13) | |
12 Months or Greater, Fair Values | ||
12 Months or Greater, Unrealized Losses | ||
Total Fair Values | 1,853 | |
Total Unrealized Losses | $ (13) | |
Mutual Funds [Member] | ||
Total number in loss position | Number | 1 | |
Less Than 12 Months, Fair Values | $ 1,853 | |
Less Than 12 Months, Unrealized Losses | (13) | |
12 Months or Greater, Fair Values | ||
12 Months or Greater, Unrealized Losses | ||
Total Fair Values | 1,853 | |
Total Unrealized Losses | $ (13) |
Patents, Trademark Rights and41
Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill) (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Abandonment expense | $ 7 | $ 134 | $ 215 |
Amortization expenses | 56 | 50 | $ 34 |
Accumulated amortization | 249 | 193 | |
Patents [Member] | |||
Total cost | 1,107 | 1,065 | |
Additions to patent costs and licensing fees | 49 | $ 294 | |
Patent and Trademark Rights [Member] | |||
2,018 | 56 | ||
2,019 | 56 | ||
2,020 | 56 | ||
2,021 | 56 | ||
2,022 | $ 56 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Compensation | $ 569 | $ 297 |
Professional fees | 506 | 604 |
Clinical Trial expenses | 310 | 158 |
Other Expenses | 581 | 489 |
Accrued Expenses | $ 1,966 | $ 1,548 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2015 | Jul. 23, 2012 | Jun. 20, 2007 | May 01, 2004 | Nov. 19, 2002 | Dec. 31, 2017 | Sep. 30, 2017 | Aug. 30, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Sep. 30, 2015 | Aug. 26, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 14, 2017 | Dec. 08, 2011 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | |||||||||||||||||
Common stock, restrictions usage | 75,000,000 | |||||||||||||||||||
Common stock, increase authorized | 150,000,000 | |||||||||||||||||||
Common stock, unrestrictions usage | 67,000,000 | |||||||||||||||||||
Reverse stock split description | 12 to 1 reverse stock split on the outstanding shares | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 130,000 | |||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 65 | $ 2,417 | $ 4,744 | $ 9,681 | ||||||||||||||||
Warrants issued | 130,000 | |||||||||||||||||||
Common stock, shares outstanding | 32,884,786 | 32,884,786 | 24,202,921 | |||||||||||||||||
Maximum number of shares issued upon transaction, value | $ 174 | 9,681 | ||||||||||||||||||
Number of shares granted | 247,917 | |||||||||||||||||||
Equity-based compensation | $ 571 | $ 410 | $ 181 | |||||||||||||||||
Earnings loss per share | $ (0.29) | $ (0.34) | $ (0.77) | |||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||
Earnings loss per share | $ 0.02 | $ 0.02 | $ 0.01 | |||||||||||||||||
January and February 2018 [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,800,000 | 2,800,000 | ||||||||||||||||||
Warrant exercise price per share | $ 0.45 | $ 0.45 | ||||||||||||||||||
Warrant expiry date | Mar. 1, 2018 | |||||||||||||||||||
Proceeds from exercise of warrants | $ 1,260,000 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,500,000 | 2,500,000 | ||||||||||||||||||
Number of shares granted | 17,512,308 | 2,700,000 | 2,083 | |||||||||||||||||
Warrant price | $ 1.08 | |||||||||||||||||||
Warrants issued | 17,512,308 | 33,333 | ||||||||||||||||||
Warrants average exercise price per share | $ 0.57 | $ 1.74 | ||||||||||||||||||
Series A and B Exchange Warrant [Member] | ||||||||||||||||||||
Warrant exercise price per share | $ 0.45 | |||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||
Proceeds from foregoing transaction | $ 1,055 | |||||||||||||||||||
Employees [Member] | ||||||||||||||||||||
Weighted-average grant-date fair value | $ 230 | $ 189 | $ 121 | |||||||||||||||||
Number of shares granted | 584,794 | 185,417 | 66,667 | |||||||||||||||||
Weighted-average grant-date fair value per share | $ 0.39 | $ 1.02 | $ 1.80 | |||||||||||||||||
Unrecognized stock-based compensation | $ 230 | $ 230 | $ 92 | $ 51 | ||||||||||||||||
Unvested stock options granted | 584,794 | 185,417 | 66,667 | |||||||||||||||||
Unvested weighted-average grant-date fair value per share | $ 0.39 | $ 0.50 | $ 0.76 | |||||||||||||||||
Non-Employees [Member] | ||||||||||||||||||||
Weighted-average grant-date fair value | $ 182 | $ 63 | ||||||||||||||||||
Number of shares granted | 605,772 | 62,500 | ||||||||||||||||||
Weighted-average grant-date fair value per share | $ 0.30 | $ 1.01 | ||||||||||||||||||
Unrecognized stock-based compensation | $ 571 | $ 571 | $ 410 | $ 181 | ||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||
Number of shares issued upon transaction | 3,333,334 | |||||||||||||||||||
Shares issued price per share | $ 1.50 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,370,000 | 2,500,000 | ||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 4,520 | |||||||||||||||||||
Warrant initially exercisable term | 6 months | |||||||||||||||||||
Warrant exercise price per share | $ 0.50 | $ 2 | ||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series A Warrant [Member] | December 1, 2017 [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,370,000 | |||||||||||||||||||
Warrant exercise price per share | $ 0.60 | |||||||||||||||||||
Warrant expiry date | Mar. 6, 2022 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series A Warrant [Member] | January 10, 2018 [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 130,000 | |||||||||||||||||||
Warrant exercise price per share | $ 0.60 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series B Warrant [Member] | December 1, 2017 [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 7,584,000 | |||||||||||||||||||
Warrant exercise price per share | $ 0.60 | |||||||||||||||||||
Warrant expiry date | Mar. 1, 2018 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Series B Warrant [Member] | January 10, 2018 [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 416,000 | |||||||||||||||||||
Warrant exercise price per share | $ 0.60 | |||||||||||||||||||
Engagement Agreement [Member] | Placement Agent [Member] | ||||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 7.00% | 7.00% | 10.50% | |||||||||||||||||
Engagement Agreement [Member] | Placement Agent [Member] | Warrant [Member] | ||||||||||||||||||||
Shares issued price per share | $ 1.875 | $ 0.625 | ||||||||||||||||||
Warrant expiry date | Sep. 1, 2021 | Jun. 1, 2022 | ||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 5.00% | 5.00% | 5.00% | |||||||||||||||||
Aggregate number of shares sold in transactions | 166,667 | 107,759 | ||||||||||||||||||
Warrant outstanding | 166,667 | 166,667 | 107,759 | |||||||||||||||||
February Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||
Number of shares issued upon transaction | 1,818,185 | |||||||||||||||||||
Shares issued price per share | $ 0.55 | |||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 7.00% | 7.00% | ||||||||||||||||||
February Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | ||||||||||||||||||||
Shares issued price per share | $ 0.6875 | $ 0.6875 | ||||||||||||||||||
Number of warrant to purchase shares of common stock | 1,363,639 | |||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 875 | |||||||||||||||||||
Warrant initially exercisable term | 6 months | |||||||||||||||||||
Warrant exercise price per share | $ 0.75 | |||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||
Warrant expiry date | Feb. 1, 2022 | |||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 5.00% | 5.00% | ||||||||||||||||||
Warrant outstanding | 90,910 | 90,910 | ||||||||||||||||||
Equity Distribution Agreement [Member] | ||||||||||||||||||||
Number of shares issued upon transaction | 2,003,563 | |||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 853 | |||||||||||||||||||
Commissions paid | $ 26 | |||||||||||||||||||
Equity Distribution Agreement [Member] | Maxim Group LLC [Member] | ||||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds up to $10,000,000 | 4.00% | |||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds after $10,000,000 | 3.00% | |||||||||||||||||||
Proceeds from sale of equity | $ 0 | $ 10,000 | ||||||||||||||||||
Maximum number of shares issued upon transaction, value | $ 75,000 | |||||||||||||||||||
Equity Distribution Agreement [Member] | Chardan Capital Markets, LLC [Member] | ||||||||||||||||||||
Number of shares issued upon transaction | 114,394 | |||||||||||||||||||
Shares issued price per share | $ 0 | |||||||||||||||||||
Proceeds from sale of common stock, net of issuance costs | $ 174 | |||||||||||||||||||
Percentage of fixed commissions aggregate gross proceeds | 3.00% | |||||||||||||||||||
Rights Agreement [Member] | Continental Stock Transfer & Trust Company [Member] | Right [Member] | ||||||||||||||||||||
Description of dividend distribution | one Right for each outstanding share of Common Stock to stockholders | |||||||||||||||||||
Dividend record date | Nov. 29, 2002 | |||||||||||||||||||
Amended and Restated Rights Agreement [Member] | Continental Stock Transfer & Trust Company [Member] | Right [Member] | ||||||||||||||||||||
Number of warrant to purchase shares of common stock | 0.01 | |||||||||||||||||||
Warrant exercise price per share | $ 21 | |||||||||||||||||||
Equity Incentive Plans 2009 [Member] | ||||||||||||||||||||
Number of shares issued upon transaction | 60,000,000 | |||||||||||||||||||
Number of additional authorized shares under plan | 7,000,000 | |||||||||||||||||||
Reverse stock split description | 12 to 1 reverse stock split | |||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||
Maximum number of common stock reserved | 22,000,000 | 22,000,000 | ||||||||||||||||||
Description of change in control | (a) the acquisition by any person or group, as beneficial owner, of 20% or more of the outstanding shares or the voting power of the outstanding securities of the Company; (b) either a majority of the Directors of the Company at the annual stockholders meeting has been nominated other than by or at the direction of the incumbent Directors of the Board, or the incumbent Directors cease to constitute a majority of the Companys Board; (c) the Companys stockholders approve a merger or other business combination pursuant to which the outstanding common stock of the Company no longer represents more than 50% of the combined entity after the transaction; (d) the Companys stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of the Companys assets; or (e) any other event or circumstance determined by the Companys Board to affect control of the Company and designated by resolution of the Board as a change in control. | |||||||||||||||||||
Equity Incentive Plans 2004 [Member] | ||||||||||||||||||||
Number of authorized shares under plan | 8,000,000 | |||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||
Expiration date | May 1, 2014 | |||||||||||||||||||
Equity Incentive Plans 2007 [Member] | ||||||||||||||||||||
Number of authorized shares under plan | 750,000 | |||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||
Equity Incentive Plan [Member] | ||||||||||||||||||||
Unrecognized stock-based compensation | $ 435 | $ 435 | $ 266 | |||||||||||||||||
August 2016 Offering [Member] | Warrant [Member] | ||||||||||||||||||||
Warrants issued | 2,666,667 | |||||||||||||||||||
Warrants average exercise price per share | $ 1.99 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||
Warrant price | $ 0.45 | 1.56 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | ||||||||||||||||||
Maximum exchange warrants percentage | 19.90% | |||||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||
Warrant price | $ 0.75 | $ 2 | ||||||||||||||||||
Maximum [Member] | Equity Distribution Agreement [Member] | February 7, 2018 [Member] | ||||||||||||||||||||
Number of shares issued upon transaction | 6,549,157 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Options and Equity Estimated Based on Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Fair value of options and equity warrants | $ 0.35 | $ 0.99 | $ 1.80 |
Number of fair value of options and equity warrants issued | 1,340,517 | 281,250 | 68,750 |
Minimum [Member] | |||
Risk-free interest rate | 1.72% | 0.71% | 1.32% |
Expected life | 1 year 2 months 30 days | 2 years 6 months | 2 years 6 months |
Expected volatility | 91.60% | 85.18% | 83.84% |
Maximum [Member] | |||
Risk-free interest rate | 1.89% | 1.23% | 1.72% |
Expected life | 5 years | 5 years | 5 years |
Expected volatility | 144.15% | 94.81% | 85.22% |
Stockholders' Equity - Schedu45
Stockholders' Equity - Schedule of Stock Option Activity Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of options, granted | 247,917 | ||
2004 Equity Incentive Plans [Member] | |||
Number of options outstanding, beginning of year | 283,527 | 388,225 | 488,718 |
Number of options, granted | |||
Number of options, forfeited | (251,194) | (104,698) | (100,493) |
Number of options, exercised | |||
Number of options outstanding, end of year | 32,333 | 283,527 | 388,225 |
Number of options exercisable, end of year | 32,333 | 283,527 | 388,225 |
Available for future grants | |||
Option price, granted | |||
Option price, exercised | |||
Weighted average exercise price outstanding, beginning of year | 33.20 | 34.56 | 32.28 |
Weighted average exercise price, granted | |||
Weighted average exercise price, forfeited | 32.06 | 38.08 | 23.40 |
Weighted average exercise price, exercised | |||
Weighted average exercise price outstanding, end of year | 42 | 33.20 | 34.56 |
Weighted average exercise price exercisable, end of year | 42 | $ 33.20 | $ 34.56 |
2004 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 1 year | 1 year | |
Option price outstanding, beginning of year | 15.60 | $ 15.60 | $ 15.60 |
Option price, forfeited | 15.60 | 25.32 | 19.56 |
Option price outstanding, end of year | 15.84 | 15.60 | 15.60 |
Option price exercisable, end of year | $ 15.84 | $ 15.60 | $ 15.60 |
2004 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 1 year | 2 years | 3 years |
Option price outstanding, beginning of year | $ 72 | $ 72 | $ 72 |
Option price, forfeited | 28.44 | 46.32 | 34.44 |
Option price outstanding, end of year | 72 | 72 | 72 |
Option price exercisable, end of year | $ 72 | $ 72 | $ 72 |
2007 Equity Incentive Plans [Member] | |||
Number of options outstanding, beginning of year | 129,167 | 129,167 | 129,167 |
Number of options, granted | |||
Number of options, forfeited | |||
Number of options, exercised | |||
Number of options outstanding, end of year | 129,167 | 129,167 | 129,167 |
Number of options exercisable, end of year | 129,167 | 129,167 | 129,167 |
Available for future grants | 250 | 250 | |
Option price, granted | |||
Option price, forfeited | |||
Option price, exercised | |||
Weighted average exercise price outstanding, beginning of year | 26.04 | 26.04 | 26.04 |
Weighted average exercise price, granted | |||
Weighted average exercise price, forfeited | |||
Weighted average exercise price, exercised | |||
Weighted average exercise price outstanding, end of year | 26.04 | 26.04 | 26.04 |
Weighted average exercise price exercisable, end of year | $ 26.04 | $ 26.04 | $ 26.04 |
2007 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 1 year | 2 years | 3 years |
Option price outstanding, beginning of year | $ 8.64 | $ 8.64 | $ 8.64 |
Option price outstanding, end of year | 8.64 | 8.64 | 8.64 |
Option price exercisable, end of year | $ 8.64 | $ 8.64 | $ 8.64 |
2007 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 3 years | 4 years | 5 years |
Option price outstanding, beginning of year | $ 36.60 | $ 36.60 | $ 36.60 |
Option price outstanding, end of year | 36.60 | 36.60 | 36.60 |
Option price exercisable, end of year | $ 36.60 | $ 36.60 | $ 36.60 |
2009 Equity Incentive Plans [Member] | |||
Number of options outstanding, beginning of year | 695,061 | 651,628 | 639,438 |
Number of options, granted | 1,190,567 | 247,916 | 66,667 |
Number of options, forfeited | (8,333) | (204,483) | (54,477) |
Number of options, exercised | |||
Number of options outstanding, end of year | 1,877,295 | 695,061 | 651,628 |
Number of options exercisable, end of year | 1,046,487 | 578,047 | 623,850 |
Available for future grants | 4,139,454 | 6,395,040 | 8,341,272 |
Option price, granted | $ 3 | ||
Option price, forfeited | $ 1.56 | ||
Option price, exercised | |||
Weighted average exercise price outstanding, beginning of year | 4.70 | 5.52 | 6.60 |
Weighted average exercise price, granted | 0.29 | 1.59 | 3 |
Weighted average exercise price, forfeited | 1.56 | 3.53 | 20.88 |
Weighted average exercise price, exercised | |||
Weighted average exercise price outstanding, end of year | 1.92 | 4.70 | 5.52 |
Weighted average exercise price exercisable, end of year | $ 0.42 | $ 5.32 | $ 5.52 |
2009 Equity Incentive Plans [Member] | Minimum [Member] | |||
Weighted average remaining contractual life (years) | 2 years | 3 years | 4 years |
Option price outstanding, beginning of year | $ 1.56 | $ 2.52 | $ 2.52 |
Option price, granted | 0.33 | 1.56 | |
Option price, forfeited | 1.56 | 3 | |
Option price outstanding, end of year | 0.33 | 1.56 | 2.52 |
Option price exercisable, end of year | $ 0.33 | $ 1.56 | $ 2.52 |
2009 Equity Incentive Plans [Member] | Maximum [Member] | |||
Weighted average remaining contractual life (years) | 10 years | 10 years | 10 years |
Option price outstanding, beginning of year | $ 48.36 | $ 48.36 | $ 48.36 |
Option price, granted | 0.67 | 48.36 | |
Option price, forfeited | 22.80 | 48.36 | |
Option price outstanding, end of year | 48.36 | 48.36 | 48.36 |
Option price exercisable, end of year | $ 48.36 | $ 48.36 | $ 48.36 |
Stockholders' Equity - Schedu46
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of options, granted | 247,917 | ||
Employees [Member] | |||
Number of options outstanding, beginning of year | 836,256 | 893,771 | 940,657 |
Number of options, granted | 584,794 | 185,417 | 66,667 |
Number of options, forfeited | (217,132) | (242,932) | (113,553) |
Number of options outstanding, end of year | 1,203,918 | 836,256 | 893,771 |
Number of options, vested and expected to vest | 1,203,918 | ||
Number of options exercisable, end of year | 837,770 | ||
Weighted average exercise price outstanding, beginning of year | $ 16.82 | $ 18.96 | $ 19.68 |
Weighted average exercise price, granted | 0.50 | 1.58 | 3 |
Weighted average exercise price, forfeited | 33.35 | 13.06 | 15.72 |
Weighted average exercise price outstanding, end of year | 5.91 | $ 16.82 | $ 18.96 |
Weighted average exercise price, vested and expected to vest | 5.91 | ||
Weighted average exercise price outstanding, end of year | $ 7.27 | ||
Weighted average remaining contracted term (years) outstanding, beginning of year | 4 years 5 months 20 days | 4 years 7 days | 4 years 7 months 10 days |
Weighted average remaining contracted term (years) outstanding, end of year | 6 years 10 months 21 days | 4 years 5 months 20 days | 4 years 7 days |
Weighted average remaining contracted term (years), vested and expected to vest | 6 years 10 months 21 days | ||
Weighted average remaining contracted term (years), exercisable at end of year | 5 years 3 months 4 days | ||
Aggregate intrinsic value outstanding, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, exercised | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value outstanding, end of year | |||
Aggregate intrinsic value, vested and expected to vest | |||
Aggregate intrinsic value, exercisable at end of year | |||
Non-Employees [Member] | |||
Number of options outstanding, beginning of year | 271,500 | 275,250 | 316,667 |
Number of options, granted | 605,772 | 62,500 | |
Number of options, exercised | |||
Number of options, forfeited | (42,396) | (66,250) | (41,417) |
Number of options outstanding, end of year | 834,876 | 271,500 | 275,250 |
Number of options, vested and expected to vest | 834,876 | ||
Number of options exercisable, end of year | 370,217 | ||
Weighted average exercise price outstanding, beginning of year | $ 10.41 | $ 15.48 | $ 16.32 |
Weighted average exercise price, granted | 0.42 | 1.64 | |
Weighted average exercise price, exercised | |||
Weighted average exercise price, forfeited | 19.47 | 23.22 | 22.32 |
Weighted average exercise price outstanding, end of year | 2.70 | $ 10.41 | $ 15.48 |
Weighted average exercise price, vested and expected to vest | 2.70 | ||
Weighted average exercise price outstanding, end of year | $ 5.62 | ||
Weighted average remaining contracted term (years) outstanding, beginning of year | 4 years 7 months 28 days | 4 years 3 months 22 days | 4 years 9 months |
Weighted average remaining contracted term (years) outstanding, end of year | 6 years 8 months 9 days | 4 years 7 months 28 days | 4 years 3 months 22 days |
Weighted average remaining contracted term (years), vested and expected to vest | 6 years 8 months 9 days | 4 years 2 months 19 days | |
Weighted average remaining contracted term (years), exercisable at end of year | 5 years 1 month 9 days | 4 years 7 months 28 days | |
Aggregate intrinsic value outstanding, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, exercised | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value outstanding, end of year | |||
Aggregate intrinsic value, vested and expected to vest | |||
Aggregate intrinsic value, exercisable at end of year |
Stockholders' Equity - Schedu47
Stockholders' Equity - Schedule of Unvested Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of options, granted | 247,917 | ||
Employees [Member] | |||
Number of options unvested, beginning of year | 90,625 | 27,777 | 59,216 |
Number of options, granted | 584,795 | 185,417 | 66,667 |
Number of options, vested | (309,271) | (122,569) | (98,106) |
Number of options, forfeited | |||
Number of options unvested, end of year | 366,148 | 90,625 | 27,777 |
Weighted average exercise price unvested, beginning of year | $ 1.72 | $ 3.48 | $ 16.56 |
Weighted average exercise price, granted | 0.50 | 1.58 | 3 |
Weighted average exercise price, vested | 0.88 | 1.72 | 11.04 |
Weighted average exercise price, forfeited | |||
Weighted average exercise price unvested, end of year | $ 0.48 | $ 1.72 | $ 3.48 |
Average remaining contractual term (years) unvested, beginning of year | 9 years 3 months 29 days | 7 years 9 months 25 days | 8 years 9 months 3 days |
Average remaining contractual term (years) unvested, end of year | 9 years 7 months 13 days | 9 years 3 months 29 days | 7 years 9 months 25 days |
Aggregate intrinsic value unvested, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, vested | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value unvested, end of year | |||
Non-Employees [Member] | |||
Number of options unvested, beginning of year | 26,389 | 2,778 | |
Number of options, granted | 606,772 | 62,500 | |
Number of options, vested | (163,335) | (23,611) | (2,778) |
Number of options, forfeited | (4,861) | (12,500) | |
Number of options unvested, end of year | 464,965 | 26,389 | |
Weighted average exercise price unvested, beginning of year | $ 1.65 | $ 31.20 | |
Weighted average exercise price, granted | 1.62 | ||
Weighted average exercise price, vested | 0.57 | 1.63 | 31.20 |
Weighted average exercise price, forfeited | 7.58 | 1.56 | |
Weighted average exercise price unvested, end of year | $ 0.36 | $ 1.65 | |
Average remaining contractual term (years) unvested, beginning of year | 8 years 7 months 10 days | 0 years | 9 years 29 days |
Average remaining contractual term (years) unvested, end of year | 7 years 10 months 3 days | 8 years 7 months 10 days | 0 years |
Aggregate intrinsic value unvested, beginning of year | |||
Aggregate intrinsic value, granted | |||
Aggregate intrinsic value, vested | |||
Aggregate intrinsic value, forfeited | |||
Aggregate intrinsic value unvested, end of year |
Stockholders' Equity - Schedu48
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of options, Granted | 247,917 | ||
Warrant [Member] | |||
Number of options outstanding, beginning of year | 2,830,516 | 147,183 | 199,922 |
Number of options, Granted | 17,512,308 | 2,700,000 | 2,083 |
Number of options, Forfeited | (10,508,334) | (16,667) | (54,822) |
Number of options, Exercised | (2,500,000) | ||
Number of options outstanding, end of year | 7,334,490 | 2,830,516 | 147,183 |
Number of options exercisable, end of year | 7,334,490 | 2,830,516 | 147,183 |
Weighted average remaining contractual life (years) | 2 years 8 months 12 days | 4 years 7 months 6 days | 4 years 4 months 24 days |
Warrant price, granted | $ 1.08 | ||
Warrant price, forfeited | $ 6 | ||
Warrant price, exercised | $ 0.50 | ||
Weighted average exercise price outstanding, beginning of year | 2.16 | 5.76 | 6.72 |
Weighted average exercise price, granted | 0.57 | 1.99 | 1.08 |
Weighted average exercise price, forfeited | 0.61 | 6 | 9.24 |
Weighted average exercise price, exercised | 0.50 | ||
Weighted average exercise price outstanding, end of year | 0.63 | 2.16 | 5.76 |
Weighted average exercise price exercisable, end of year | $ 0.63 | $ 2.16 | $ 5.76 |
Minimum [Member] | Warrant [Member] | |||
Years exercisable | 2,017 | 2,017 | 2,017 |
Warrant price outstanding, beginning of year | $ 1.08 | $ 3 | $ 3 |
Warrant price, granted | 0.45 | 1.56 | |
Warrant price, forfeited | 0.60 | 6.12 | |
Warrant price outstanding, end of year | 0.45 | 1.08 | 3 |
Warrant price exercisable, end of year | $ 0.45 | $ 1.08 | $ 3 |
Maximum [Member] | Warrant [Member] | |||
Years exercisable | 2,023 | 2,023 | 2,023 |
Warrant price outstanding, beginning of year | $ 24 | $ 24 | $ 24 |
Warrant price, granted | 0.75 | 2 | |
Warrant price, forfeited | 24 | 18.60 | |
Warrant price outstanding, end of year | 10.68 | 24 | 24 |
Warrant price exercisable, end of year | $ 10.68 | $ 24 | $ 24 |
Segment and Related Informati49
Segment and Related Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2017Number | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Research, Consulting and Supp50
Research, Consulting and Supply Agreements (Details Narrative) - USD ($) $ in Thousands | Mar. 24, 2016 | Jul. 31, 2015 | Mar. 09, 2015 | Aug. 31, 2017 | Nov. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Agreement expiration date | Aug. 14, 2019 | ||||||||
Minimum [Member] | |||||||||
Royalty percentage | 2.00% | ||||||||
Royalty termination term | 8 years | ||||||||
Maximum [Member] | |||||||||
Royalty percentage | 10.00% | ||||||||
Royalty termination term | 15 years | ||||||||
Consulting Services Agreement [Member] | |||||||||
Consulting service fees | $ 40 | $ 285 | $ 1,668 | ||||||
Jubilant Hollister-Stier Laboratories LLC [Member] | |||||||||
Payments for research and consulting | $ 320 | ||||||||
Jubilant Hollister-Stier Laboratories LLC [Member] | Supply Agreement [Member] | |||||||||
Payments for research and consulting | $ 802 | ||||||||
Agreement expiration date | Mar. 11, 2014 | ||||||||
Jubilant Hollister-Stier Laboratories LLC [Member] | 2018 [Member] | |||||||||
Payments for research and consulting | $ 482 | ||||||||
Althea Technologies, Inc [Member] | Commercial Supply Agreement [Member] | |||||||||
Purchase commitment | $ 622 | 211 | |||||||
Asembia [Member] | Marketing, Education & Sales Agreement [Member] | |||||||||
Agreement expiration date | Aug. 14, 2017 | ||||||||
Fees and expenses | |||||||||
BioRidge Pharma, LLC [Member] | Distribution Agreement [Member] | |||||||||
Agreement expiration date | Aug. 14, 2017 | Aug. 14, 2019 | |||||||
Fees and expenses | $ 0 | $ 0 | $ 2 | ||||||
Emerge Health Pty Ltd [Member] | Distribution Agreement [Member] | |||||||||
Agreement term | 5 years |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employer matching contribution vesting period | 1 year | ||
Percentage of employer matching contribution | 6.00% | ||
Hemispherx Biopharma Employees 401(k) Plan [Member] | |||
Minimum eligibility of employee service period | 1 year | ||
Percentage of maximum annual contribution per employee, as percentage of their annual salary | 15.00% | ||
Employer contributions to the plan | $ 0 | $ 0 | $ 167 |
Royalties, License and Employ52
Royalties, License and Employment Agreements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock compensation expense | $ 86 | $ 52 | $ 121 |
Chief Executive Officer [Member] | |||
Number of option granted | 413,135 | 25,000 | 25,000 |
Expiration period | 10 years | 10 years | 10 years |
Share price per share | $ 1.68 | $ 3 | |
Chief Executive Officer [Member] | Maximum [Member] | |||
Share price per share | $ 0.56 | ||
Chief Executive Officer [Member] | Minimum [Member] | |||
Share price per share | $ 0.36 | ||
Chief Financial Officer [Member] | |||
Number of option granted | 37,712 | 12,500 | |
Expiration period | 10 years | 10 years | |
Share price per share | $ 1.56 | ||
Chief Financial Officer [Member] | Maximum [Member] | |||
Share price per share | $ 0.49 | ||
Chief Financial Officer [Member] | Minimum [Member] | |||
Share price per share | $ 0.36 | ||
Chief Scientific Officer [Member] | |||
Number of option granted | 12,500 | ||
Expiration period | 10 years | ||
Share price per share | $ 1.56 | ||
Employment Contractual Agreements [Member] | Executive Officer [Member] | |||
Annual base compensation | $ 1,164 | $ 983 | $ 2,259 |
Employment Contractual Agreements [Member] | Executive Officer [Member] | Maximum [Member] | |||
Percent of performance bonus | 25.00% | ||
Employment Contractual Agreements [Member] | Executive Officer [Member] | Minimum [Member] | |||
Percent of performance bonus | 20.00% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Rent expense | $ 253 | $ 178 | $ 166 |
Income Taxes (FASB ASC 740 In54
Income Taxes (FASB ASC 740 Income Taxes) (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2016 | |
Federal [Member] | |||
Net operating loss carryforwards | $ 181,000 | ||
Description of operating loss carryforwards | expiring in the years 2019 through 2037 | ||
Pennsylvania Division of Tax [Member] | |||
Net operating loss carryforwards | $ 36,000 | ||
Description of operating loss carryforwards | expiring in the years 2019 through 2033 | ||
New Jersey Division of Taxation [Member] | |||
Net operating loss carryforwards | $ 10,000 | ||
Description of operating loss carryforwards | expiring in 2037 | ||
New Jersey Division of Taxation [Member] | 2016 TaxYear [Member] | |||
Net operating loss carryforwards | $ 8,000 | ||
Approximate value of operating loss carryforwards | 622 | ||
Research and development credits | $ 169 | ||
New Jersey Division of Taxation [Member] | 2014 TaxYear [Member] | |||
Net operating loss carryforwards | $ 16,000 | ||
Approximate value of operating loss carryforwards | 1,320 | ||
Research and development credits | $ 241 | ||
New Jersey Division of Taxation [Member] | 2015 TaxYear [Member] | |||
Net operating loss carryforwards | $ 14,000 | ||
Approximate value of operating loss carryforwards | 1,120 | ||
Research and development credits | $ 189 | ||
Minimum [Member] | |||
Effective federal statutory rate reduction | 35.00% | ||
Maximum [Member] | |||
Effective federal statutory rate reduction | 21.00% |
Income Taxes (FASB ASC 740 In55
Income Taxes (FASB ASC 740 Income Taxes) - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 38,005 | $ 59,200 |
Amortization & depreciation | 138 | 132 |
Accrued expenses | 51 | |
Stock compensation | 120 | 139 |
Total deferred tax assets | 38,314 | 59,471 |
Research and development costs | (189) | (375) |
Deferred tax assets, net | 38,125 | 59,096 |
Less: Valuation allowance | (38,124) | (59,096) |
Deferred tax assets, net |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |
May 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Maximum funding line | $ 4,000 | |
Monthly advance in the line of credit | 1,900 | |
Amount of future advances | $ 2,000 | |
Note interest rate | 12.00% | |
Interest rate description | The Company pays interest on this note at a fixed rate of 12% per annum for the first 18 months and change to a rate equal to 800 basis points above the prime rate of interest during the remainder of the term; however, the interest rate will not be less than 12% for the entire term. | |
Note payable | $ 1,835 | |
Debt Instrument, Unamortized | 1,900 | |
Deferred finance costs | $ 65 |
Certain Relationships and Rel57
Certain Relationships and Related Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Lease fees | $ 253 | $ 178 | $ 166 |
Employment Contractual Agreements [Member] | Executive Performance Incentive Program [Member] | Mr.Thomas K. Equels [Member] | |||
Compensation paid | $ 22 | $ 39 | |
Parentage of cost recovery of sales revenue | 5.00% | 5.00% | |
Employment Contractual Agreements [Member] | 2016 Senior Executive Deferred Cash Performance Award Plan [Member] | Mr.Thomas K. Equels [Member] | |||
Compensation paid | $ 131 | ||
Threshold stock price trigger per share | $ 0.20 | ||
Employment Contractual Agreements [Member] | General and Administrative Expense [Member] | Executive Performance Incentive Program [Member] | |||
Compensation paid | $ 0 | $ 0 | 262 |
Equels Law Firm [Member] | |||
Compensation paid | 0 | 0 | 42 |
Lease fees | |||
Officer fees | $ 0 | $ 20 | $ 182 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |||
Credit based sales |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expected dividend yield | $ 0 | ||
Probability of fundamental transaction | 5.00% | ||
Floor rate used as proxy for future volatility percentage | 100.00% | ||
Fair Value of redeemable warrants | $ 2,050 | $ 2,454 | |
Warrant [Member] | |||
Fair Value of redeemable warrants | $ 962 | $ 940 |
Fair Value - Schedule of Assump
Fair Value - Schedule of Assumptions to Estimate Fair Value of Warrants (Details) - $ / shares | Aug. 23, 2017 | Jun. 02, 2017 | Feb. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
August 2016 Warrants [Member] | |||||
Underlying price per share | $ 0.35 | ||||
Exercise price per share | $ 1.88 | ||||
Risk-free interest rate | 2.05% | 1.86% | |||
Expected holding period | 3 years 8 months 12 days | 4 years 8 months 12 days | |||
Expected volatility | 65.00% | 85.00% | |||
Expected dividend yield | |||||
August 2016 Warrants [Member] | Minimum [Member] | |||||
Underlying price per share | $ 0.69 | ||||
Exercise price per share | 1.88 | ||||
August 2016 Warrants [Member] | Maximum [Member] | |||||
Underlying price per share | 1.26 | ||||
Exercise price per share | $ 2 | ||||
February 2017 Warrants [Member] | |||||
Underlying price per share | $ 0.64 | $ 0.35 | |||
Risk-free interest rate | 2.10% | ||||
Expected holding period | 5 years | 4 years 1 month 6 days | |||
Expected volatility | 65.00% | ||||
Expected dividend yield | |||||
February 2017 Warrants [Member] | Minimum [Member] | |||||
Exercise price per share | $ 0.69 | $ 0.69 | |||
Risk-free interest rate | 1.86% | ||||
Expected volatility | 80.00% | ||||
February 2017 Warrants [Member] | Maximum [Member] | |||||
Exercise price per share | $ 0.75 | 0.75 | |||
Risk-free interest rate | 1.93% | ||||
Expected volatility | 85.00% | ||||
June 2017 Warrants [Member] | |||||
Underlying price per share | $ 0.53 | 0.35 | |||
Exercise price per share | $ 0.63 | ||||
Risk-free interest rate | 2.14% | ||||
Expected holding period | 4 years 4 months 24 days | ||||
Expected volatility | 80.00% | 65.00% | |||
Expected dividend yield | |||||
June 2017 Warrants [Member] | Minimum [Member] | |||||
Exercise price per share | $ 0.60 | ||||
Risk-free interest rate | 1.11% | ||||
Expected holding period | 8 months 12 days | ||||
June 2017 Warrants [Member] | Maximum [Member] | |||||
Exercise price per share | $ 0.63 | ||||
Risk-free interest rate | 1.76% | ||||
Expected holding period | 5 years | ||||
August 2017 Warrants [Member] | |||||
Underlying price per share | $ 0.37 | $ 0.35 | |||
Exercise price per share | $ 0.45 | $ 0.45 | |||
Expected volatility | 70.00% | 65.00% | |||
Expected dividend yield | |||||
August 2017 Warrants [Member] | Minimum [Member] | |||||
Risk-free interest rate | 1.11% | 1.33% | |||
Expected holding period | 6 months | 2 months 12 days | |||
August 2017 Warrants [Member] | Maximum [Member] | |||||
Risk-free interest rate | 1.69% | 2.11% | |||
Expected holding period | 4 years 6 months | 4 years 2 months 12 days |
Fair Value - Schedule of Range
Fair Value - Schedule of Range of Probabilities (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | |
Percentage of probability | 0.50% |
Medium [Member] | |
Percentage of probability | 1.00% |
Maximum [Member] | |
Percentage of probability | 5.00% |
Fair Value - Schedule of Assets
Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Marketable Securities | $ 695 | $ 3,460 |
Redeemable warrants | 962 | 940 |
Level 1 [Member] | ||
Marketable Securities | 695 | 3,460 |
Redeemable warrants | ||
Level 2 [Member] | ||
Marketable Securities | ||
Redeemable warrants | ||
Level 3 [Member] | ||
Marketable Securities | ||
Redeemable warrants | $ 962 | $ 940 |
Fair Value - Schedule of Change
Fair Value - Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at beginning | $ 940 |
Issuance of warrants | 2,050 |
Modification of warrants | 389 |
Fair value adjustments | (2,417) |
Balance at ending | $ 962 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 24, 2018USD ($)shares | Mar. 16, 2018USD ($)$ / sharesshares | Dec. 05, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Jul. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 26, 2018Number |
Warrants issued to purchase an aggregate number of shares | shares | 130,000 | ||||||||
Proceeds from sale of common stock | $ 65,000 | $ 2,417,000 | $ 4,744,000 | $ 9,681,000 | |||||
Equity Distribution Agreement [Member] | |||||||||
Proceeds from sale of common stock | $ 853,000 | ||||||||
Shares issued of common stock, shares | shares | 2,003,563 | ||||||||
Subsequent Event [Member] | |||||||||
Warrants issued to purchase an aggregate number of shares | shares | 3,225,806 | 2,800,000 | 2,800,000 | ||||||
Warrant maturity date | March 1, 2018 | ||||||||
Exercise price per share | $ / shares | $ 0.3875 | $ 0.45 | $ 0.45 | ||||||
Proceeds form exercise warrant | $ 1,260,000 | ||||||||
Sale of stock, shares | shares | 1,250,000 | ||||||||
Proceeds from sale of common stock | $ 475,000 | ||||||||
Proceeds from sale of property | $ 4,080,000 | $ 1,050,000 | |||||||
Lease of rent expenses | $ 408,000 | ||||||||
Lease and property agreement description | lease the property back for ten years at $408,000 per year for two years through March 31, 2020. The lease payments will increase 2.5% per year for the next three years through March 31, 2023 and the lease payments will increase 3% for the remaining five years through March 31, 2028 | ||||||||
Warrant term | 5 years | ||||||||
Warrant closing price, percentage | 125.00% | ||||||||
Warrant owning excess percentage | 4.99% | ||||||||
Payments of notes payable | $ 1,956,803 | ||||||||
Number of vials | Number | 2,100 | ||||||||
Subsequent Event [Member] | Equity Distribution Agreement [Member] | |||||||||
Sale of stock, shares | shares | 2,003,563 | ||||||||
Proceeds from sale of common stock | $ 853,000 | ||||||||
Proceeds from commissions | $ 26,000 | ||||||||
Subsequent Event [Member] | Equity Distribution Agreement [Member] | February 7, 2018 [Member] | |||||||||
Shares issued of common stock, shares | shares | 6,549,157 |