GALENA BIOPHARMA, INC., 10-Q filed on 5/10/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2017
Apr. 30, 2017
Document Document And Entity Information [Abstract]
 
 
Entity Registrant Name
Galena Biopharma, Inc. 
 
Trading Symbol
GALE 
 
Entity Central Index Key
0001390478 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Mar. 31, 2017 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q1 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
37,435,524 
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
Mar. 31, 2017
Dec. 31, 2016
Current assets:
 
 
Cash and cash equivalents
$ 27,640,000 
$ 18,083,000 
Restricted cash
13,590,000 
18,022,000 
Prepaid expenses and other current assets
449,000 
581,000 
Current assets of discontinued operations
367,000 
813,000 
Total current assets
42,046,000 
37,499,000 
Equipment and furnishings, net
173,000 
199,000 
In-process research and development
12,864,000 
12,864,000 
GALE-401 rights
9,255,000 
9,255,000 
Goodwill
5,898,000 
5,898,000 
Deposits and other assets
96,000 
96,000 
Total assets
70,332,000 
65,811,000 
Current liabilities:
 
 
Accounts payable
1,163,000 
840,000 
Accrued expenses and other current liabilities
3,189,000 
4,292,000 
Litigation settlement payable
950,000 
950,000 
Fair value of warrants potentially settleable in cash
8,325,000 
1,860,000 
Current portion of long-term debt
12,597,000 
16,397,000 
Current liabilities of discontinued operations
10,045,000 
6,059,000 
Total current liabilities
36,269,000 
30,398,000 
Deferred tax liability
5,661,000 
5,661,000 
Contingent purchase price consideration
1,208,000 
1,095,000 
Total liabilities
43,138,000 
37,154,000 
Commitments and contingencies
   
   
Stockholders' equity:
 
 
Common stock, $0.0001 par value; 350,000,000 shares authorized, 37,182,066 shares issued and 37,148,316 shares outstanding at March 31, 2017; 15,224,223 shares issued and 15,190,473 shares outstanding at December 31, 2016
4,000 
2,000 
Additional paid-in capital
345,689,000 
335,436,000 
Accumulated deficit
314,650,000 
302,932,000 
Less treasury shares at cost, 33,750 shares
(3,849,000)
(3,849,000)
Total stockholders’ equity
27,194,000 
28,657,000 
Total liabilities and stockholders' equity
$ 70,332,000 
$ 65,811,000 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Mar. 31, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]
 
 
Preferred stock, par value (usd per share)
$ 0.0001 
$ 0.0001 
Preferred stock, shares authorized
5,000,000 
5,000,000 
Common stock, par value (usd per share)
$ 0.0001 
$ 0.0001 
Common stock, shares authorized
350,000,000 
275,000,000 
Common stock, shares issued
215,176,965 
162,581,753 
Common stock, shares outstanding
214,501,965 
161,906,753 
Treasury stock, shares
675,000 
675,000 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Costs and expenses:
 
 
Research and development
$ 2,362 
$ 5,443 
General and administrative
2,726 
3,525 
Total operating expenses
5,088 
8,968 
Operating loss
(5,088)
(8,968)
Other income (expense):
 
 
Change in fair value of warrants potentially settleable in cash
3,892 
(3,873)
Interest expense, net
(973)
(91)
Change In Fair Value Of Contingent Purchase Price Consideration
(113)
(170)
Total non-operating income (expense), net
2,806 
(4,134)
Loss from continuing operations
(2,282)
(13,102)
Loss from discontinued operations
(9,436)
(3,391)
Net loss
$ (11,718)
$ (16,493)
Net loss per common share:
 
 
Basic and diluted net loss per share, continuing operations (in dollars per share)
$ (0.09)
$ (1.46)
Basic and diluted net loss per share, discontinued operations (in dollars per share)
$ (0.36)
$ (0.38)
Basic net loss per share (in dollars per share)
$ (0.45)
$ (1.84)
Weighted-average common shares outstanding: basic and diluted
26,406,356 
8,968,616 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
In Thousands, except Share data, unless otherwise specified
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Treasury Stock [Member]
Beginning balance at Dec. 31, 2016
$ 28,657 
$ 2 
$ 335,436 
$ (302,932)
$ (3,849)
Beginning balance, shares at Dec. 31, 2016
 
15,224,223 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
Issuance of common stock, shares
 
17,000,000 
 
 
 
Issuance of common stock, net of $356 in issuance costs
15,524 
2 
15,522 
 
 
Common stock warrants issued
(10,357)
 
(10,357)
 
 
Issuance of common stock upon exercise of warrants, shares
 
4,933,068 
 
 
 
Issuance of common stock upon exercise of warrants
4,814 
 
4,814 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
 
4,048 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
5 
 
5 
 
 
Stock-based compensation for directors and employees
228 
 
228 
 
 
Fair value of common stock in exchange for services, shares
 
20,727 
 
 
 
Exercise of stock options, shares
0 
0 
 
 
 
Exercise of stock options
0 
 
0 
 
 
Net loss
(11,718)
 
 
(11,718)
 
Ending balance at Mar. 31, 2017
$ 27,194 
$ 4 
$ 345,689 
$ (314,650)
$ (3,849)
Ending balance, shares at Mar. 31, 2017
 
37,182,066 
 
 
 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Statement of Stockholders' Equity [Abstract]
 
Common stock issuance costs
$ 356 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Mar. 31, 2014
Statement of Cash Flows [Abstract]
 
 
 
Net loss from continuing operations
$ (2,282)
$ (13,102)
 
Adjustment to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization expense
26 
6 
 
Non-cash accretion of debt issuance costs
650 
67 
 
Non-cash stock-based compensation
228 
656 
 
Change in fair value of common stock warrants
(3,892)
3,872 
 
Change in fair value of contingent consideration
113 
170 
 
Changes in operating assets and liabilities:
 
 
 
Prepaid expenses and other assets
132 
418 
 
Litigation settlement insurance recovery
0 
20,000 
 
Litigation settlement payable
0 
(20,000)
 
Accounts payable
323 
(578)
 
Accrued expenses and other current liabilities
(1,103)
(1,250)
 
Net cash used in continuing operating activities
(5,400)
(9,741)
 
Net loss from discontinued operations
9,436 
3,391 
 
Changes in operating assets and liabilities attributable to discontinued operations
4,432 
(84)
 
Net cash used in discontinued operating activities
(5,004)
(3,475)
 
Net cash used in operating activities
(10,404)
(13,216)
 
Cash flows from investing activities:
 
 
 
Increase (Decrease) in Restricted Cash
18 
 
 
Cash paid for purchase of equipment and furnishings
 
(6)
 
Net cash used in continuing investing activities
(18)
(6)
 
Selling costs paid for sale of commercial assets
 
(1,050)
 
Net cash used in discontinued investing activities
0 
(1,050)
 
Net cash used in investing activities
(18)
(1,056)
 
Cash flows from financing activities:
 
 
 
Net proceeds from issuance of common stock
15,524 
20,189 
 
Net proceeds from exercise of stock options
 
14 
 
Proceeds from common stock issued in connection with Employee Stock Purchase Plan
5 
78 
 
Change in restricted cash related to Debenture principal paid in common stock
4,450 
0 
 
Principal payments on long-term debt
0 
(1,030)
 
Net cash provided by financing activities
19,979 
19,251 
 
Net increase in cash and cash equivalents
9,557 
4,979 
 
Cash and cash equivalents at the beginning of period
18,083 
29,730 
 
Cash and cash equivalents at end of period
27,640 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash received during the periods for interest
42 
21 
 
Cash paid during the periods for interest
 
112 
 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
Fair value of warrants issued in connection with common stock recorded as issuance cost
10,357 
5,590 
 
Debt principal and interest repaid through issuance of common stock
4,814 
0 
 
Reclassification of warrant liabilities upon exercise
 
(46)
 
Fair Value Of Parent Company Common Stock Issued In Exchange For Services
 
$ 41 
$ 0 
Business and Basis of Presentation
Business and Basis of Presentation
Business and Basis of Presentation

Overview

Galena Biopharma, Inc. (“we,” “us,” “our,” “Galena” or the “Company”) is a biopharmaceutical company developing hematology and oncology therapeutics that address unmet medical needs. The Company’s pipeline consists of multiple mid- to late-stage clinical assets, including our hematology asset, GALE-401, and our novel cancer immunotherapy programs including NeuVax™ (nelipepimut-S), GALE-301 and GALE-302. GALE-401 is a controlled release version of the approved drug anagrelide for the treatment of elevated platelets in patients with myeloproliferative neoplasms. GALE-401 has completed a Phase 2 clinical trial and, subject to completion of the manufacturing of the new formulation and the internal work to prepare the Phase 3 trial for initiation, the asset is ready to advance into a pivotal trial in patients with essential thrombocythemia (ET). NeuVax is currently in multiple investigator-sponsored Phase 2 clinical trials in breast cancer. GALE-301 and GALE-302 have completed early stage trials in ovarian, endometrial and breast cancers.


Basis of Presentation and Significant Accounting Policies

The accompanying consolidated financial statements included herein have been prepared by Galena pursuant to the generally accepted accounting principles (GAAP). Unless the context otherwise indicates, references in these notes to the “Company,” “we,” “us” or “our” refer (i) to Galena, our wholly owned subsidiary, Apthera, Inc., or “Apthera,” and our wholly owned subsidiary, Mills Pharmaceuticals, Inc. or "Mills."

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company's annual consolidated financial statements and the notes hereto included in its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed on March 15, 2017. The accompanying condensed financial statements at March 31, 2017 and for the three-months ended March 31, 2017 and 2016, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2016 have been derived from the audited financial statements as of that date.

On October 31, 2016, we announced a reverse stock split of our shares of common stock at a ratio of 1-for-20 as approved by the Board of Directors on October 26, 2016. The reverse stock split was authorized by the Company’s stockholders at the Special Meeting of Stockholders held on October 21, 2016. The reverse stock split became effective on November 11, 2016 and the Company’s common stock commenced trading on a split-adjusted basis on Wednesday, November 14, 2016. Unless otherwise stated, all shares and price per share numbers set forth in the condensed consolidated financial statements for periods prior to November 11, 2016 are presented after giving effect to the reverse stock split.

Management's plan - At March 31, 2017, the Company’s capital resources consisted of cash and cash equivalents of $27.6 million. On January 31, 2017, the Company announced that it is in the process of evaluating strategic alternatives focused on maximizing stockholder value. Potential strategic alternatives that may be explored or evaluated as part of this review include continuing to advance the clinical programs as a stand-alone entity, a sale of the Company, a business combination, merger or reverse merger, and a license or other disposition of corporate assets of the Company. There is no set timetable for this process and there can be no assurance that this process will result in a transaction. The Company has limited the expenditures for its operations but the investigator-sponsored immunotherapy trials remain ongoing. The Company continues to focus on reducing expenditures in order to preserve liquidity while pursuing the strategic alternatives process. The current unrestricted cash and cash equivalents as of the date of this filing will fund the Company's operations for at least twelve months from the date that the unaudited condensed consolidated financial statements as of March 31, 2017 were issued.

Additional funding sources that in certain circumstances may be available to the Company, include 1) approximately $13.2 million of restricted cash associated with the outstanding principal balances as of March 31, 2017 of a debenture with original principal amount of $25.5 million that we sold in May 2016 to the extent we repay the debenture through issuance of common stock in accordance with the terms of the debenture, as detailed further in Note 4; 2) a Purchase Agreement with Lincoln Park Capital, LLC (LPC); and 3) At The Market Issuance Sales Agreements (collectively, the ATM) with FBR & Co. (formerly MLV & Co. LLC) and Maxim Group LLC. See Note 6 below for current restriction on our ability to use the Purchase Agreement with LPC and the ATM with FBR & Co. (formerly MLV & Co. LLC) and Maxim Group LLC. The Company cannot provide assurances that its plans for sources and uses of cash will not change or that changed circumstances will not result in the depletion of its capital resources more rapidly than it currently anticipates. The Company is seeking and will need to raise additional capital, whether through a sale of equity or debt securities, a strategic business transaction, the establishment of other funding facilities, licensing arrangements, asset sales or other means, in order to continue the development of the Company's product candidates and to support its other ongoing activities.

Reclassifications — The prior year amounts for outstanding common stock at par and related additional paid-in capital have been reclassified to correctly present those amounts. These reclassifications had no effect on total equity, or net loss per share.

Recently Issued Accounting Pronouncements

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes or ASU 2015-17. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. Previous guidance required deferred tax liabilities and assets to be separated into current and noncurrent amounts on the balance sheet. The guidance will become effective for us beginning in the first quarter of 2017 and may be applied either prospectively or retrospectively. Early adoption is permitted. At the time of adoption, we will reclassify current deferred tax amounts on our Consolidated Balance Sheets as noncurrent. The Company adopted this ASU on January 1, 2017. There was no impact to the Company’s consolidated financial statements upon adoption.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation-Stock Compensation or ASU-2016-09. ASU 2016-09 includes several areas of simplification to stock compensation including simplifications to the accounting for income taxes, classification of excess tax benefits on the Statement of Cash Flows and forfeitures. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016. An entity that elects early adoption must adopt all of the amendments in the same period. The Company adopted this ASU on January 1, 2017. There was no impact to the Company’s consolidated financial statements upon adoption.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations or ASU 2017-01. ASU 2017-01 provides guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance provides a screen to determine when an integrated set of assets and activities (a “set”) does not qualify to be a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the guidance requires a set to be considered a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs and removes the evaluation as to whether a market participant could replace the missing elements. The new standard will be effective for us on January 1, 2018 and will be adopted on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of the new standard on the consolidated financial statements.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements

The following tables present information about our assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets (in thousands):
 
Description
March 31, 2017
 
Quoted Prices In    
Active Markets
(Level 1)
 
Significant Other
Observable 
Inputs (Level 2)
 
Unobservable 
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
26,096

 
$
26,096

 
$
—

 
$
—

Restricted cash equivalents
13,189

 
13,189

 
—

 
—

Total assets measured and recorded at fair value
$
39,285

 
$
39,285

 
$
—

 
$
—

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
8,325

 
$
—

 
$
8,325

 
$
—

Contingent purchase price consideration
1,208

 
—

 
—

 
1,208

Total liabilities measured and recorded at fair value
$
9,533

 
$
—

 
$
8,325

 
$
1,208


Description
December 31, 2016
 
Quoted Prices In    
Active Markets
(Level 1)
 
Significant Other
Observable 
Inputs (Level 2)
 
Unobservable 
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
16,192

 
$
16,192

 
$
—

 
$
—

Restricted cash equivalents
17,622

 
17,622

 
—

 
—

Total assets measured and recorded at fair value
$
33,814

 
$
33,814

 
$
—

 
$
—

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
1,860

 
$
—

 
$
1,860

 
$
—

Contingent purchase price consideration
1,095

 
—

 
—

 
1,095

Total liabilities measured and recorded at fair value
$
2,955

 
$
—

 
$
1,860

 
$
1,095



The Company did not transfer any financial instruments into or out of Level 3 classification during the three months ended March 31, 2017 and 2016. A reconciliation of the beginning and ending Level 3 liabilities for the three months ended March 31, 2017 is as follows (in thousands):
 
 
Fair Value
Measurements
Using Significant
Unobservable
Inputs
(Level 3)
Balance, January 1, 2017
$
1,095

Change in the estimated fair value of the contingent purchase price consideration
113

Balance at March 31, 2017
$
1,208




The fair value of the contingent purchase price consideration is measured at the end of each reporting period using Level 3 inputs in a probability-weighted, discounted cash-outflow model. The significant unobservable assumptions include the probability of achieving each milestone, the date we expect to reach the milestone, and a determination of present value factors used to discount future expected cash outflows. The decrease in the estimated fair value of the contingent purchase price consideration during the period reflects a lowering of the probability and lengthening of the timeline for the potential approval of NeuVax, as these assumptions are now based principally on our Phase 2 combination trial of trastuzumab and NeuVax with HER2 low-expressing patients whereas previously, the valuation was based on our Phase 3 PRESENT trial, which was stopped in June 2016 and subsequently closed in the third quarter due to futility as recommended by the Independent Data Monitoring Committee ("IDMC").

See Note 7 for discussion of the Level 2 liabilities relating to warrants accounted for as liabilities.
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

 
March 31, 2017
 
December 31, 2016
Clinical trial costs
$
2,199

 
$
3,088

Professional fees
317

 
229

Compensation and related benefits
673

 
975

Accrued expenses and other current liabilities
$
3,189

 
$
4,292

Long-term Debt
Long-term Debt
Long-Term Debt

On May 10, 2016, Galena Biopharma, Inc.(the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with JGB (Cayman) Newton Ltd. (the “Purchaser”) pursuant to which the Company sold to Purchaser, at a 6.375% original issue discount, a $25,530,000 Senior Secured Debenture (the “Initial Debenture”) and warrants to purchase up to 100,000 shares of the Company's common stock, $0.0001 par value per share (“Common Stock”). Net proceeds to the Company from sale of the Initial Debenture and warrants, after payment of commissions and legal fees, were approximately $23,400,000. The Initial Debenture contained no conversion features to shares of Common Stock.

The Initial Debenture carried an interest only period of six months following which the holder of the Initial Debenture had the right, at its option, to require the Company to redeem up to $1,100,000 of the outstanding principal amount of the Initial Debenture per calendar month. The Company is required to promptly, but in any event no more than three trading days after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of Common Stock. If the Company elects to pay the redemption amount in shares of Common Stock, then the shares will be delivered at the lesser of A) 7.5% discount to the average of the 3 lowest volume weighted average prices over the prior 20 trading days or B) a 7.5% discount to the prior trading day’s volume weighted average price (the “Stock Payment Price”). Pursuant to the Initial Debenture, the Company may only opt for payment in shares of Common Stock if certain equity conditions are met or waived, including, among others, that the volume weighted price of the Common Stock be at least $15.00 (the “Original Minimum Price Condition”).

Under the Initial Debenture, if the interim analysis of the PRESENT Trial resulted in a discontinuation of the study (which it did), the holder of the Initial Debenture had the right to require the Company to prepay in cash all, or any portion, of the outstanding principal amount of this Debenture funded in cash by the holder on the closing date, plus all accrued and unpaid interest. If the holder elected such prepayment of the Initial Debenture, then the number of shares subject to the warrants issued to the holder would have been reduced in proportion to the percentage of principal and accrued interest required to be prepaid by the Company. Upon the closing of the sale of the Initial Debenture, the Purchaser received a Series A Warrant to purchase 50,000 shares of Common Stock at an exercise price of $30.20, exercisable for five years from issuance (the “Series A Warrant”). In accordance with the terms of the Securities Purchase Agreement, the Purchaser also received a warrant to purchase 50,000 shares of Common Stock in connection with the Company’s announcement of the results of the interim analysis of its PRESENT Trial in June 2016 (the “Series B Warrant”). The Series B Warrant has an exercise price of $8.60, 120% of the volume-weighted average price of the Common Stock on the date of the announcement of the results of the interim analysis.

Armentum Partners, LLC (the “Placement Agent”) acted as the placement agent in the offering of the Initial Debenture and the Company agreed to pay the Placement Agent a fee equal to 2% of the funds received from the sale of the Initial Debenture. The Company paid half of the placement fee upon funding and the other half was paid at the time the Present Trial was discontinued and the Debenture was not prepaid in connection with such discontinuation.

The Initial Debenture was amended and restated in its entirety on August 22, 2016 (as so amended, the “Debenture”) pursuant to an Amendment Agreement, dated August 22, 2016, among the Company, the Purchaser and JGB Collateral LLC (the “Amendment Agreement”). As previously reported, interest on the Debenture is payable at the end of each month based on the outstanding principal. The Debenture matures on November 10, 2018, and accrues interest at 9% per year. In addition, on the maturity date of the Debenture (or such earlier date that the principal amount of the Debenture is paid in full by acceleration or otherwise) a fixed amount, which shall be deemed interest under the Debenture, equal to $765,900, will be due and payable to the holder of the Debenture on such date in, at the option of the Company, cash and, subject to the same conditions for the payment of interest in shares of Common Stock, shares of Common Stock or a combination of cash and Common Stock.

The Company’s obligations under the Debenture are secured under a Security Agreement by a senior lien on all of the Company’s assets, including all of the Company’s interests in its consolidated subsidiaries. Under the subsidiary guarantee agreement, each subsidiary guarantees the performance of the Company of the Purchase Agreement, Debenture and related agreements.

After giving effect to the Amendment Agreement, the Debenture contains the following modified and/or additional terms, among others:

•
With respect to interest accruing on the outstanding principal amount under the Debenture for the period prior to November 10, 2016, the Company was permitted to satisfy such interest payments in kind by adding such amount to the outstanding principal.

•
The Purchaser can from time to time during the term of the Debenture require the Company to prepay in cash all or a portion of the outstanding principal plus accrued and unpaid interest (the “Outstanding Amount”) on written notice to the Company, provided, that such prepayment amount shall not exceed the lesser of $18,500,000 and the Outstanding Amount. If the holder elects such prepayment of the Debenture, then the number of shares subject to the warrants issued to the holder will be reduced in proportion to the percentage of principal and accrued interest required to be prepaid by the Company. In addition, the Company shall have the right to prepay in cash all (but not less than all) of the Outstanding Amount (1) at any time after November 10, 2017, or (2) upon a “change of control” (as such term is used un the Debenture), in each case with a 10% premium on the Outstanding Amount.

•
The Purchaser shall continue to have the right, which commenced on November 10, 2016, to require the Company to redeem the Outstanding Amount, except that the maximum monthly amount of such redemptions was increased from $1,100,000 to $1,500,000; provided, that if the trading price of Common Stock is at least $8.00 per share (as may be further adjusted appropriately for stock splits, combinations or similar events) during such calendar month, then such monthly maximum redemption amount may be increased to $2,200,000 at the Purchaser’s election and if the Company has already elected to satisfy such redemptions in shares of Common Stock. In addition, notwithstanding the foregoing limitations on the monthly redemption amount, the Purchaser may elect up to three times in any 12-month period to increase the monthly maximum to $2,500,000.

•
Among the various conditions that must be satisfied (or waived) in order for the Company to be able to elect to satisfy the monthly redemption amounts in shares of Common Stock, the Original Minimum Price Condition of $15.00 was decreased to a volume-weighted average price of $4.00 per share (the “Amended Minimum Price Condition”).

•
Following November 10, 2016, the Purchaser may elect to convert any portion of the Outstanding Amount into shares of Common Stock at a fixed price of $12.00 per share (as adjusted appropriately for stock splits, combinations or similar events).

•
Under the Initial Debenture, the Company was required to maintain a minimum of $24,000,000 of unencumbered cash in a restricted account as security for its obligations under the Initial Debenture. Such minimum amount has been reduced to the lesser of $18,500,000 or the Outstanding Amount.

In addition, in accordance with the terms of the Amendment Agreement, the exercise price of the Series A Warrant was reduced from $30.20 per share to $8.60 per share (as may be further adjusted appropriately for stock splits, combinations or similar events).

On December 14, 2016, the Company and the Purchaser entered into a waiver (the “First Waiver”) pursuant to which, as contemplated by the Debenture, the Purchaser waived with respect to the calendar months of December 2016, January 2017, February 2017 and March 2017 (collectively, the “First Specified Months”) the Amended Minimum Price Condition, provided that, among other things, with respect to the First Specified Months, the volume weighted average price of the Common Stock was not less than $1.00 and the Company’s cash on hand exceeded the outstanding principal amount of the Debenture by $10 million. Furthermore, the First Waiver set out a monthly amount to be redeemed for each of the First Specified Months equal to $1,500,000 and amended the Debenture to require the Company to withdraw all cash and/or cash equivalents in excess of $18,500,000 from certain accounts and deposit such funds into an account in a form acceptable to the Purchaser, to be executed by the Company, U.S. Bank, N.A. and SVB Asset Management such that the Company requires the prior written consent of the Purchaser for certain withdrawals. The First Waiver amends the Debenture to grant the Purchaser the right to redeem any portion of the outstanding principal amount of the Debenture in Common Stock if the price per share of Common Stock on a principal trading market at any point in time of any trading day exceeds the closing price per share of the Common Stock on the immediately preceding trading day by more than 25%.

On April 1, 2017, the Company and Purchaser entered into a waiver (the “Second Waiver”) pursuant to which, as contemplated by the Debenture, the Purchaser waived with respect to the calendar months of April 2017, May 2017, June 2017, July 2017, August 2017 and September 2017 (collectively, the “Second Specified Months”) the Amended Minimum Price Condition, provided that, among other things, with respect to the Second Specified Months, the volume weighted average price of the Common Stock is not less than $0.30 and the Company’s cash on hand exceeds the outstanding principal amount of the Debenture by $10 million.

On May 1, 2017, the Purchaser, the Company and the guarantors of the Company’s obligations under the Debenture entered into an amendment agreement (the “2017 Amendment Agreement”) pursuant to which the Purchaser may, from time to time, at the Purchaser’s option waive the Amended Minimum Price Condition; provided, however, the Purchaser cannot waive the Amended Minimum Price Condition to the extent that the resulting Stock Payment Price would be less than $0.35 per share as a result of any such waiver (the “Minimum Stock Payment Price Condition”). The 2017 Amendment Agreement further provides that, in the event of any Equity Conditions Failure (as such term is defined in the Debenture) that is not, or cannot be as a result of the 2017 Amendment Agreement, waived by the Purchaser, the Company shall honor the holder redemption amounts in cash or, at the Company’s election, with the prior written consent of the Purchaser, deliver aggregate consideration in shares of Common Stock and cash in satisfaction of the applicable holder redemption amount as follows: (i) the number of shares of Common Stock equal to the quotient obtained by dividing such holder redemption amount and $0.35 (each such share having a deemed value per share at the Stock Payment Price that would have been in effect but for the Minimum Stock Payment Price Condition of $0.35 per share) and (ii) cash equal to the difference between the holder redemption amount and the aggregate deemed value of the shares of Common Stock delivered in clause (i).

As of May 1, 2017, (i) there were 37,435,524 shares of Common Stock outstanding and (ii) 9,131,868 shares of Common Stock had been issued by the Company pursuant to the terms of the Debenture. Assuming all the shares issuable pursuant to the terms of the Debenture subsequent to May 1, 2017 are issued at a Stock Payment Price of $0.35, the lowest Stock Payment Price permitted under the Minimum Stock Price Payment Condition, the Company estimates that the maximum number of shares of Common Stock that the Company could issue pursuant to the terms of the Debenture subsequent to May 1, 2017 is 45,000,000.

As of March 31 2017 the outstanding principal balance of the Debenture was $13,171,702. The current portion of long-term debt as of March 31, 2017 of $12,597,000 is net of unamortized discounts and debt issuance costs of $575,000. During the three months ended March 31 2017, the holder of the Debenture redeemed $4,450,000 of principal, which the Company satisfied with 4,497,466 shares of our common stock. As of December 31, 2016 the outstanding principal balance of the Debenture was $17,621,702. The current portion of long-term debt as of December 31, 2016 of $16,397,030 is net of unamortized discounts and debt issuance costs of $1,224,672.
Legal Proceedings, Commitments and Contingencies (Notes)
Legal Proceedings, Commitments and Contingencies
Legal Proceedings, Commitments and Contingencies
Legal Proceedings

On October 13, 2016, the Company filed a complaint in the Circuit Court for the County of Multnomah for the State of Oregon against Aon Risk Insurance Services West, Inc. where we are seeking attorney's fees, costs and expenses incurred by us related to our coverage dispute with a certain insurer and for amounts we were required to contribute to the settlements of In re Galena Biopharma, Inc. Derivative Litigation and In re Galena Biopharma, Inc. Securities Litigation as a direct result of certain insurer's failure to pay its full policy limits of liability and other relief. We are currently engaged in written discovery.

On February 13, 2017, a putative shareholder securities class action complaint was filed in the U.S. District Court for the District of New Jersey entitled, Miller v. Galena Biopharma, Inc., et al. On February 15, 2017, a putative shareholder securities class action complaint was filed in the U.S. District Court for the District of New Jersey entitled, Kattuah v Galena Biopharma, Inc., et al. The actions assert that the defendants failed to disclose that Galena's promotional practices for Abstral were allegedly improper and that the Company may be subject to civil and criminal liability, and that these alleged failures rendered the Company’s statements about its business misleading. Two groups of shareholders and one individual shareholder filed three motions to be appointed lead plaintiff on April 14, 2017 and April 17, 2017. Subsequently, one of the shareholders groups withdrew its motion for lead plaintiff status and the individual shareholder notified the court that he does not object to the appointment of the remaining shareholder group as lead plaintiff. The Court has not yet appointed a lead plaintiff and we anticipate a court ruling on such motions during the second quarter of 2017. Thereafter, once lead plaintiff’s counsel has been designated, we expect that an amended complaint will be filed. Within the time allowed under the federal rules and statutes, the Company and the other defendants, former and current officers, will respond to the amended complaints through an appropriate pleading or motion.

On March 16, 2017, a complaint entitled Keller v. Ashton, CA No. 2:17-cv-01777 was filed in the U.S. District Court for the District of New Jersey against the Company's current directors and the Company, as a nominal defendant. The complaint purports to assert derivative claims for breach of fiduciary duty on Galena's behalf against its directors based on substantially similar facts as alleged in the putative shareholder securities class action complaints mentioned above. The Company's response to the complaint is currently due on June 1, 2017; however, the parties have agreed to stay all proceedings pending resolution of motions to dismiss in the securities litigations described above. The agreement to stay proceedings has received approval from the Court.

The Company also received a stockholder demand dated April 14, 2017, pursuant to 8 Del. C. Sec. 220, from a shareholder (Albert Zhang) demanding access to the company's books and records relating to its sales of Abstral and the U.S. Attorney's investigation into the company's sale of Abstral in order for Mr. Zhang to determine, among other things, whether to file a derivative lawsuit against Galena's management and directors. The Company is currently in the process of responding to the demand.

On April 27, 2017, a putative shareholder class action was filed in the Chancery Court of Delaware entitled Patel vs. Galena Biopharma, Inc. et. al, CA No. 2017-0325 alleging breaches of Section 225 of the Delaware General Corporation Law and breaches of fiduciary duties by the board of directors regarding the voting results of authorized share and the reverse stock split proposals in the proxy statements for the July 2016 and October 2016 stockholder meetings. The plaintiff has moved for expedited consideration of its Section 225 claim. The Company and the other defendants, former and current directors, will respond to the complaint through an appropriate pleading or motion filed within the time allowed under Delaware law.

Regarding the criminal trial of the two of the high-prescribing physicians of Abstral that began in January 2017 by the U.S. Attorney’s Office of the Southern District of Alabama (SDAL), the criminal trial concluded with a jury verdict on February 23, 2017 finding these physicians guilty on 19 of 20 counts; sentencing is currently scheduled for May 2017. At the end of the SDAL case, SDAL dismissed count 18 of the indictment charging that the physicians conspired, through the C&R Pharmacy, to receive illegal kickbacks in exchange for prescribing Abstral. To our knowledge, we were not a target or subject of the investigation conducted by the SDAL.
With respect to the criminal and civil investigation conducted by the U.S. Attorney’s Office for the District of New Jersey (“USAO NJ “) and the Department of Justice (“DOJ”), the Company has now reached an oral agreement in principle with USAO NJ and DOJ regarding the material terms of a settlement related to the USAO NJ and DOJ's investigation. The final terms and details of this settlement are subject to change pending the completion and execution of a definitive settlement agreement among the Company and the USAO NJ and DOJ as well as the settlement of any claims that might be made by state agencies and federal agencies such as U.S. Department of Defense, the Office of Personnel Management, the Office of Inspector General for the U.S. Department of Health and Human Services. The agreement in principle involves a non-criminal resolution and a civil payment, the terms of which will be negotiated with the USAO NJ and DOJ, of approximately $7.5 million, plus interest accrued since the date of reaching an agreement in principle, in return for a release of government claims in connection with the investigation. There is no assurance that the Company will be able to complete a definitive settlement agreement on the final terms of the oral agreement in principle including its financial impact or any future adjustment to the financial statements. The $7.5 million civil payment is accrued as of March 31, 2017 and is presented in discontinued operations in the statement of operations.

On April 10, 2017, the Securities and Exchange Commission issued a cease and desist order against the Company and the former CEO, Mark Ahn, requiring each of them to cease and desist from any future violations of Sections 5(a), 5(b), 5(c), 17(a), and 17(b) of the Securities Act of 1933, as amended (the "Securities Act"), and Section 10(b), 13(a), and 13(b)(2)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and various rules thereunder (the "SEC Order"). Sections 5(a) and 5(c) of the Securities Act generally prohibit the offer and sale of unregistered securities absent an applicable exemption from registration. Section 5(b) of the Securities Act prohibits the use of a nonconforming prospectus. Sections 17(a) and 17(b) of the Securities Act and Section 10(b) of the Exchange Act generally prohibit fraudulent conduct in the offer or sale of securities and in connection with the purchase or sale of securities. Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder require the Company to file annual and quarterly reports that disclose certain information, including information regarding the sale of all securities not registered under the Securities Act, and to include such further information as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading. Section 13(b)(2)(A) of the Exchange Act requires the Company to make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer. The Company and the former CEO did not admit or deny the findings in the order. Based upon the order, the Company made a $200,000 penalty payment as well as a payment of approximately $750,000, which was the indemnification payment of our former CEO for the disgorgement and prejudgment interest payment that he was required to pay by the order. The Company made such indemnification payment after a special committee of our Board of Directors determined that we were required under Delaware law to indemnify our former CEO for the disgorgement and prejudgment interest payment. The former CEO also made a penalty payment of $600,000. As a result of the SEC Order, Galena may not use certain exemptions from registration under the federal securities laws, including Regulation A and Regulation D. In addition, Galena is an "ineligible issuer" as the term is defined under Rule 405 promulgated under the Securities Act.
Stockholders' Equity
Stockholders' Equity
Stockholders’ Equity

Preferred Stock — The Company has authorized up to 5,000,000 shares of preferred stock, $0.0001 par value per share, for issuance. The preferred stock will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s Board of Directors upon its issuance. To date, the Company has not issued any preferred shares.

Common Stock — The Company has authorized up to 350,000,000 shares of common stock, $0.0001 par value per share, for issuance.

November 2014 Purchase Agreement with Lincoln Park Capital, LLC - On November 18, 2014, the Company entered into a purchase agreement (LPC Agreement) with Lincoln Park Capital, LLC (LPC), pursuant to which the Company has the right to sell to LPC up to $50 million in shares of the Company's common stock, subject to certain limitations and conditions over the 36 month term of the LPC Agreement. Pursuant to the purchase agreement, LPC initially purchased 125,000 shares of the Company's common stock at $40.00 per share and the Company issued 31,561 shares of common stock to LPC as a commitment fee, which was recorded as a cost of capital. As a result of this initial issuance, the Company received initial net proceeds of $4.9 million, after deducting commissions and other offering expenses. The Company did not sell any shares of our common stock under the LPC Agreement during the three months ended March 31, 2017. On February 6, 2017, the LPC Agreement was amended to decrease the total value of common stock that the Company may sell to LPC from $55,000,000 to $15,600,000. Except as noted below, the Company has $2.1 million of remaining availability under the LPC Agreement. Use of the purchase agreement with LPC is not currently available to the Company because the Company is not currently eligible to use a Form S-3 registration statement until April 2018 at the earliest.

At-The-Market Issuance Sales Agreements - On May 24, 2013, the Company entered into At-The-Market Issuance Sales Agreements (ATM) with FBR & Co. (formerly MLV & Co. LLC) and Maxim Group LLC (the Agents). From time to time during the term of the ATM, we may issue and sell through the Agents, shares of our common stock, and the Agents collect a fee equal to 3% of the gross proceeds from the sale of shares, up to a total limit of $20 million in gross proceeds. Except as noted below, the ATM is available to the Company until it is terminated by the Agents, or the Company. The Company did not sell any shares of our common stock under the ATM during the three months ended March 31, 2017. On December 4, 2015 we replenished the ATM limit up to $20 million in gross proceeds available for future sales of our common stock. Except as noted below, the Company has $19.1 million of remaining availability under the ATM. Use of the ATM is not currently available to the Company because the Company is not currently eligible to use a Form S-3 registration statement, and it does not expect to be eligible to use a Form S-3 registration statement until April 2018 at the earliest.

February 2017 Underwritten Public Offering - On February 13, 2017, the Company closed an underwritten public offering of 17,000,000 shares of common stock and warrants to purchase 17,000,000 shares of common stock priced at $1.00 per share and accompanying warrant (February 2017 Offering). The warrants are immediately exercisable with a strike price of $1.10 and will expire on the fifth anniversary of the date of issuance. The shares of common stock and the warrants were issued separately and were separately transferable immediately upon issuance. The net proceeds of the February 2017 Offering were $15.5 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company. The fair value of the warrants to purchase shares of our common stock issued in connection with the February 2017 Offering was $10.4 million recorded as an issuance cost.

Shares of common stock for future issuance are reserved for as follows (in thousands):

 
As of March 31, 2017
Warrants outstanding
19,570

Stock options outstanding
558

Options reserved for future issuance under the Company’s 2007 Incentive Plan
483

Shares reserved for future issuance under the Employee Stock Purchase Plan
17

Total reserved for future issuance
20,628

Warrants
Warrants
Warrants

The following is a summary of warrant activity for the three months ended March 31, 2017 (in thousands):
 
Warrant Issuance
Outstanding, December 31, 2016
 
Granted
 
Exercised
 
Expired
 
Outstanding, March 31, 2017
 
Expiration
February 2017
—

 
17,000

 
—

 
—

 
17,000

 
February 2022
July 2016
700

 
—

 
—

 
—

 
700

 
January 2022
January 2016
682

 
—

 
—

 
—

 
682

 
January 2021
March 2015
700

 
—

 
—

 
—

 
700

 
March 2020
September 2013
199

 
—

 
—

 
—

 
199

 
September 2018
December 2012
152

 
—

 
—

 
—

 
152

 
December 2017
April 2011
13

 
—

 
—

 
—

 
13

 
April 2017
Other
124

 
—

 
—

 
—

 
124

 
November 2021
 
2,570

 
17,000

 
—

 
—

 
19,570

 
 


Warrants consist of warrants potentially settleable in cash, which are liability-classified warrants, and equity-classified warrants.

Warrants classified as liabilities

Liability-classified warrants consist of warrants to purchase common stock issued in connection with equity financings in February 2017, July 2016, January 2016, March 2015, September 2013, December 2012, and April 2011. These warrants are potentially settleable in cash and were determined not to be indexed to our common stock.

The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the condensed consolidated statement of operations as other income (expense). The fair value of the warrants is estimated using an appropriate pricing model with the following inputs:
 
As of March 31, 2017
 
 
 
 
 
 
 
 
 
 
Warrant Issuance
Outstanding
 
Strike price
 
Expected term
 
Volatility %
 
Risk-free rate %
February 2017
17,000

 
$
1.10

 
4.87
 
120.00
%
 
1.90
%
July 2016
700

 
$
13.00

 
4.29
 
124.29
%
 
1.78
%
January 2016
682

 
$
28.40

 
3.78
 
130.71
%
 
1.67
%
March 2015
700

 
$
41.60

 
2.97
 
140.28
%
 
1.49
%
September 2013
199

 
$
50.00

 
1.47
 
192.86
%
 
1.14
%
December 2012
152

 
$
10.32

 
0.73
 
121.39
%
 
0.97
%
April 2011
13

 
$
1.00

 
0.05
 
61.08
%
 
0.16
%
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
Warrant Issuance
Outstanding
 
Strike price
 
Expected term
 
Volatility %
 
Risk-free rate %
July 2016
700

 
$
13.00

 
4.54
 
117.82
%
 
1.82
%
January 2016
682

 
$
28.40

 
4.03
 
120.38
%
 
1.71
%
March 2015
700

 
$
41.60

 
3.22
 
131.46
%
 
1.52
%
September 2013
199

 
$
50.00

 
1.72
 
164.01
%
 
1.10
%
December 2012
152

 
$
31.60

 
0.98
 
204.55
%
 
0.84
%
April 2011
13

 
$
13.00

 
0.31
 
103.79
%
 
0.53
%

The expected volatility assumptions are based on the Company's implied volatility in combination with the implied volatilities of similar publicly traded entities. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the time of valuation. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends.

The changes in fair value of the warrant liability for the three months ended March 31, 2017 were as follows (in thousands):
 
Warrant Issuance
Warrant liability, December 31, 2016
 
Fair value of warrants granted
 
Fair value of warrants exercised
 
Change in fair value of warrants
 
Warrant liability, March 31, 2017
February 2017
$
—

 
$
10,357

 
$
—

 
$
(2,426
)
 
$
7,931

July 2016
753

 
—

 
—

 
(579
)
 
174

January 2016
529

 
—

 
—

 
(410
)
 
119

March 2015
432

 
—

 
—

 
(349
)
 
83

September 2013
81

 
—

 
—

 
(63
)
 
18

December 2012
65

 
—

 
—

 
(65
)
 
—

April 2011
—

 
—

 
—

 
—

 
—

 
$
1,860

 
$
10,357

 
$
—

 
$
(3,892
)
 
$
8,325


Warrants classified as equity

Equity-classified warrants consist of warrants issued in connection with consulting services provided to us. Additionally, on May 8, 2013 as a part of a previous loan financing, we granted Oxford Financial LLC warrants to purchase 9,109 shares of common stock at an exercise price of $49.40 per share, which equaled the 20-day average market price of our common stock prior to the date of the grant. The warrants were valued using the Black Scholes model. The fair value assumptions for the grant included a volatility of 75.34%, expected term of seven years, risk free rate of 1.20%, and a dividend rate of 0.00%. The fair value of the warrants granted was $38.60 per share. These warrants are recorded in equity at fair value upon issuance, and not as liabilities, and are not subject to adjustment to fair value in subsequent reporting periods.

In 2016, the Company issued warrants to purchase 100,000 shares of common stock to the holder of the Debenture. The holder received 50,000 warrants upon the closing on the sale of the Debenture at an exercise price of $30.20, maturing 5 years from issuance, and in accordance with the terms of the amendment agreement, the exercise price of the warrant was reduced to $8.60 per share. The fair value assumptions for the grant included a volatility of 77.13%, expected term of 5.5 years, risk free rate of 1.26%, and a dividend rate of 0.00%. Additionally, the holder received 50,000 warrants upon the Company's public company announcement of the interim analysis on June 29, 2016 at an exercise price of $8.60. The fair value assumptions for the grant included a volatility of 106.63%, expected term of 5.5 years, risk free rate of 1.35%, and a dividend rate of 0.00%.

In addition to the warrants issued to the holder of the Debenture there are 15,000 outstanding warrants issued to service providers with a weighted average exercise price of $79.40 as of March 31, 2017 and December 31, 2016. These warrants are recorded in equity at fair value upon issuance, and not as liabilities, and are not subject to adjustment to fair value in subsequent reporting periods.
Stock Based Compensation
Stock Based Compensation
Stock-Based Compensation

Options to Purchase Shares of Common Stock

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, respectively (in thousands):

 
Three Months Ended March 31,
 
2017
 
2016
Research and development
$
38

 
$
127

General and administrative
190

 
529

Total stock-based compensation from continuing operations
$
228

 
$
656



The Company uses the Black-Scholes option-pricing model and the following weighted-average assumptions to determine the fair value of all its stock options granted:
 
 
Three Months Ended March 31,
 
2017
 
2016
Risk free interest rate
2.01
%
 
1.41
%
Volatility
108.55
%
 
75.24
%
Expected lives (years)
6.13

 
6.25

Expected dividend yield
—
%
 
—
%


The weighted-average fair value of options granted during the three months ended March 31, 2017 and March 31, 2016 were $1.45 per share and $11.20 per share, respectively.

The Company’s expected common stock price volatility assumption is based upon the Company's own implied volatility in combination with the implied volatility of a basket of comparable companies. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718-10, which averages the contractual term of the Company’s options of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption is zero, because the Company has never paid cash dividends and presently has no intention to do so. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates. The Company has estimated an annualized forfeiture rate of 15% for options granted to its employees, 8% for options granted to senior management and zero for non-employee directors. The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.

As of March 31, 2017, there was $929,000 of unrecognized compensation cost related to outstanding stock options that is expected to be recognized as a component of the Company’s operating expenses over a weighted-average period of 1.62 years.

As of March 31, 2017, an aggregate of 1,325,000 shares of common stock were reserved for issuance under the Company’s 2016 Incentive Plan, including 558,000 shares subject to outstanding common stock options granted under the plan. There are 483,000 shares available for future grants based on adjustments in the 2016 Incentive Plan. The administrator of the plan determines the terms when a stock option may become exercisable. Vesting periods of stock options granted to date have not exceeded four years. The stock options will expire, unless previously exercised, no later than ten years from the grant date.

The following table summarizes stock option activity of the Company for the three months ended March 31, 2017:

 
Total
Number of
Shares
(In Thousands)
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
(In Thousands)
Outstanding at January 1, 2017
561

 
$
41.50

 


Granted
70

 
1.75

 


Exercised
—

 
—

 
$
—

Canceled
(73
)
 
32.59

 
$
—

Outstanding at March 31, 2017
558

 
$
37.68

 
$
—

Options exercisable at March 31, 2017
356

 
$
52.96

 
$
—



The aggregate intrinsic values of outstanding and exercisable stock options at March 31, 2017 were calculated based on the closing price of the Company’s common stock as reported on The NASDAQ Capital Market on March 31, 2017 of $0.61 per share. The aggregate intrinsic value equals the positive difference between the closing fair market value of the Company’s common stock and the exercise price of the underlying stock options.
Net Income (Loss) Per Share
Net Income (Loss) Per Share
Net Loss Per Share

The following table sets forth the potentially dilutive common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive (in thousands):
 
 
For the Three Months Ended March 31,
 
2017
 
2016
Warrants to purchase common stock
19,570

 
1,789

Options to purchase common stock
558

 
600

Total
20,128

 
2,389

Discontinued Operations, Assets Held for Sale (Notes)
Discontinued Operations,Assets Held for Sale
Discontinued Operations

During the fourth quarter of 2015, the Company sold its rights to its commercial products Abstral® (fentanyl) Sublingual Tablets and Zuplenz® (ondansetron) Oral Soluble Film.

The following table presents amounts related to the discontinued operations in the balance sheets (in thousands):
 
March 31, 2017
 
December 31, 2016
Carrying amounts of current assets of discontinued operations:
Accounts receivable
$
367

 
$
813

Total current assets of discontinued operations
367

 
813

 
 
 
 
Carrying amounts of current liabilities of discontinued operations:
Accounts payable
$
1,044

 
$
3,115

Accrued expenses and other current liabilities
9,001

 
2,944

Total current liabilities of discontinued operations
$
10,045

 
$
6,059


The following table represents the components attributable to the commercial operations that are presented in the condensed consolidated statements of operations as discontinued operations (in thousands):
 
Three months ended March 31,
 
2017
 
2016
Additional channel obligations
$
(322
)
 
$
(1,010
)
Selling, general, and administrative
(1,614
)
 
(2,381
)
Settlement associated with USAO NJ and DOJ (Note 5)
(7,500
)
 
—

Loss from discontinued operations
$
(9,436
)
 
$
(3,391
)


Additional channel obligations included in discontinued operations is comprised of larger than anticipated returns of product expiring throughout 2016 and rebates of Abstral sales for which we are responsible through the end of the first quarter of 2016. The increase in rebates was driven by larger than expected volumes through these rebate channels and additional price protection provisions over which the Company has no control.
Selling, general and administrative expense included in discontinued operations consists of all other expenses of our commercial operations that were required in order to market and sell our marketed products prior to our sales of the rights to these commercial products. These expenses include all personnel related costs, marketing, data, consulting, legal, and other outside services necessary to support the commercial operations. During the three months ended March 31, 2017 and 2016, respectively, we incurred $1.6 million and $2.4 million, in selling, general, and administrative expense in discontinued operations, of which $1.6 million and $2.1 million, for the three months ended March 31, 2017 and 2016, respectively, related to legal fees from external counsel associated with Company's cooperation with the USAO NJ and DOJ's investigation of the sales and marketing practices of Abstral. These legal proceedings are disclosed in Note 5 and Part II, Item 1.
Subsequent Events
Subsequent Events
Subsequent Events

The Company evaluated all events or transactions that occurred after March 31, 2017 up through the date these financial statements were issued. Other than as disclosed elsewhere in the notes to the condensed consolidated financial statements and below, the Company did not have any material recognizable or unrecognizable subsequent events.
Business and Basis of Presentation (Policies)
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes or ASU 2015-17. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. Previous guidance required deferred tax liabilities and assets to be separated into current and noncurrent amounts on the balance sheet. The guidance will become effective for us beginning in the first quarter of 2017 and may be applied either prospectively or retrospectively. Early adoption is permitted. At the time of adoption, we will reclassify current deferred tax amounts on our Consolidated Balance Sheets as noncurrent. The Company adopted this ASU on January 1, 2017. There was no impact to the Company’s consolidated financial statements upon adoption.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation-Stock Compensation or ASU-2016-09. ASU 2016-09 includes several areas of simplification to stock compensation including simplifications to the accounting for income taxes, classification of excess tax benefits on the Statement of Cash Flows and forfeitures. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016. An entity that elects early adoption must adopt all of the amendments in the same period. The Company adopted this ASU on January 1, 2017. There was no impact to the Company’s consolidated financial statements upon adoption.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations or ASU 2017-01. ASU 2017-01 provides guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance provides a screen to determine when an integrated set of assets and activities (a “set”) does not qualify to be a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the guidance requires a set to be considered a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs and removes the evaluation as to whether a market participant could replace the missing elements. The new standard will be effective for us on January 1, 2018 and will be adopted on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of the new standard on the consolidated financial statements.
Fair Value Measurements (Tables)
Contingent Purchase Price Consideration, Measured at Estimated Fair Value on Recurring Basis 
The following tables present information about our assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets (in thousands):
 
Description
March 31, 2017
 
Quoted Prices In    
Active Markets
(Level 1)
 
Significant Other
Observable 
Inputs (Level 2)
 
Unobservable 
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
26,096

 
$
26,096

 
$
—

 
$
—

Restricted cash equivalents
13,189

 
13,189

 
—

 
—

Total assets measured and recorded at fair value
$
39,285

 
$
39,285

 
$
—

 
$
—

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
8,325

 
$
—

 
$
8,325

 
$
—

Contingent purchase price consideration
1,208

 
—

 
—

 
1,208

Total liabilities measured and recorded at fair value
$
9,533

 
$
—

 
$
8,325

 
$
1,208


Description
December 31, 2016
 
Quoted Prices In    
Active Markets
(Level 1)
 
Significant Other
Observable 
Inputs (Level 2)
 
Unobservable 
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
16,192

 
$
16,192

 
$
—

 
$
—

Restricted cash equivalents
17,622

 
17,622

 
—

 
—

Total assets measured and recorded at fair value
$
33,814

 
$
33,814

 
$
—

 
$
—

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
1,860

 
$
—

 
$
1,860

 
$
—

Contingent purchase price consideration
1,095

 
—

 
—

 
1,095

Total liabilities measured and recorded at fair value
$
2,955

 
$
—

 
$
1,860

 
$
1,095

Reconciliation of Level 3 Liabilities 
A reconciliation of the beginning and ending Level 3 liabilities for the three months ended March 31, 2017 is as follows (in thousands):
 
 
Fair Value
Measurements
Using Significant
Unobservable
Inputs
(Level 3)
Balance, January 1, 2017
$
1,095

Change in the estimated fair value of the contingent purchase price consideration
113

Balance at March 31, 2017
$
1,208

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):

 
March 31, 2017
 
December 31, 2016
Clinical trial costs
$
2,199

 
$
3,088

Professional fees
317

 
229

Compensation and related benefits
673

 
975

Accrued expenses and other current liabilities
$
3,189

 
$
4,292

Stockholders' Equity (Tables)
Common Stock are Reserved for Future Issuance
Shares of common stock for future issuance are reserved for as follows (in thousands):

 
As of March 31, 2017
Warrants outstanding
19,570

Stock options outstanding
558

Options reserved for future issuance under the Company’s 2007 Incentive Plan
483

Shares reserved for future issuance under the Employee Stock Purchase Plan
17

Total reserved for future issuance
20,628

Warrants (Tables)
Schedule of Warrant Activity 
The following is a summary of warrant activity for the three months ended March 31, 2017 (in thousands):
 
Warrant Issuance
Outstanding, December 31, 2016
 
Granted
 
Exercised
 
Expired
 
Outstanding, March 31, 2017
 
Expiration
February 2017
—

 
17,000

 
—

 
—

 
17,000

 
February 2022
July 2016
700

 
—

 
—

 
—

 
700

 
January 2022
January 2016
682

 
—

 
—

 
—

 
682

 
January 2021
March 2015
700

 
—

 
—

 
—

 
700

 
March 2020
September 2013
199

 
—

 
—

 
—

 
199

 
September 2018
December 2012
152

 
—

 
—

 
—

 
152

 
December 2017
April 2011
13

 
—

 
—

 
—

 
13

 
April 2017
Other
124

 
—

 
—

 
—

 
124

 
November 2021
 
2,570

 
17,000

 
—

 
—

 
19,570

 
 
Fair Value of Warrants is Estimated Using Black-Scholes Option Pricing Model 
The fair value of the warrants is estimated using an appropriate pricing model with the following inputs:
 
As of March 31, 2017
 
 
 
 
 
 
 
 
 
 
Warrant Issuance
Outstanding
 
Strike price
 
Expected term
 
Volatility %
 
Risk-free rate %
February 2017
17,000

 
$
1.10

 
4.87
 
120.00
%
 
1.90
%
July 2016
700

 
$
13.00

 
4.29
 
124.29
%
 
1.78
%
January 2016
682

 
$
28.40

 
3.78
 
130.71
%
 
1.67
%
March 2015
700

 
$
41.60

 
2.97
 
140.28
%
 
1.49
%
September 2013
199

 
$
50.00

 
1.47
 
192.86
%
 
1.14
%
December 2012
152

 
$
10.32

 
0.73
 
121.39
%
 
0.97
%
April 2011
13

 
$
1.00

 
0.05
 
61.08
%
 
0.16
%
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
Warrant Issuance
Outstanding
 
Strike price
 
Expected term
 
Volatility %
 
Risk-free rate %
July 2016
700

 
$
13.00

 
4.54
 
117.82
%
 
1.82
%
January 2016
682

 
$
28.40

 
4.03
 
120.38
%
 
1.71
%
March 2015
700

 
$
41.60

 
3.22
 
131.46
%
 
1.52
%
September 2013
199

 
$
50.00

 
1.72
 
164.01
%
 
1.10
%
December 2012
152

 
$
31.60

 
0.98
 
204.55
%
 
0.84
%
April 2011
13

 
$
13.00

 
0.31
 
103.79
%
 
0.53
%

Changes in Fair Value of Warrant Liability 
The changes in fair value of the warrant liability for the three months ended March 31, 2017 were as follows (in thousands):
 
Warrant Issuance
Warrant liability, December 31, 2016
 
Fair value of warrants granted
 
Fair value of warrants exercised
 
Change in fair value of warrants
 
Warrant liability, March 31, 2017
February 2017
$
—

 
$
10,357

 
$
—

 
$
(2,426
)
 
$
7,931

July 2016
753

 
—

 
—

 
(579
)
 
174

January 2016
529

 
—

 
—

 
(410
)
 
119

March 2015
432

 
—

 
—

 
(349
)
 
83

September 2013
81

 
—

 
—

 
(63
)
 
18

December 2012
65

 
—

 
—

 
(65
)
 
—

April 2011
—

 
—

 
—

 
—

 
—

 
$
1,860

 
$
10,357

 
$
—

 
$
(3,892
)
 
$
8,325


Stock Based Compensation (Tables)
Schedule of Allocated Stock-based Compensation Expense 
The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, respectively (in thousands):

 
Three Months Ended March 31,
 
2017
 
2016
Research and development
$
38

 
$
127

General and administrative
190

 
529

Total stock-based compensation from continuing operations
$
228

 
$
656

Assumptions for Option Grants Issued 
The Company uses the Black-Scholes option-pricing model and the following weighted-average assumptions to determine the fair value of all its stock options granted:
 
 
Three Months Ended March 31,
 
2017
 
2016
Risk free interest rate
2.01
%
 
1.41
%
Volatility
108.55
%
 
75.24
%
Expected lives (years)
6.13

 
6.25

Expected dividend yield
—
%
 
—
%
Stock Option Activity 
The following table summarizes stock option activity of the Company for the three months ended March 31, 2017:

 
Total
Number of
Shares
(In Thousands)
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
(In Thousands)
Outstanding at January 1, 2017
561

 
$
41.50

 


Granted
70

 
1.75

 


Exercised
—

 
—

 
$
—

Canceled
(73
)
 
32.59

 
$
—

Outstanding at March 31, 2017
558

 
$
37.68

 
$
—

Options exercisable at March 31, 2017
356

 
$
52.96

 
$
—

Net Income (Loss) Per Share (Tables)
Common Shares Excluded from Net Income (Loss)
The following table sets forth the potentially dilutive common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive (in thousands):
 
 
For the Three Months Ended March 31,
 
2017
 
2016
Warrants to purchase common stock
19,570

 
1,789

Options to purchase common stock
558

 
600

Total
20,128

 
2,389

Discontinued Operations, Assets Held for Sale (Tables)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures
The following table presents amounts related to the discontinued operations in the balance sheets (in thousands):
 
March 31, 2017
 
December 31, 2016
Carrying amounts of current assets of discontinued operations:
Accounts receivable
$
367

 
$
813

Total current assets of discontinued operations
367

 
813

 
 
 
 
Carrying amounts of current liabilities of discontinued operations:
Accounts payable
$
1,044

 
$
3,115

Accrued expenses and other current liabilities
9,001

 
2,944

Total current liabilities of discontinued operations
$
10,045

 
$
6,059


The following table represents the components attributable to the commercial operations that are presented in the condensed consolidated statements of operations as discontinued operations (in thousands):
 
Three months ended March 31,
 
2017
 
2016
Additional channel obligations
$
(322
)
 
$
(1,010
)
Selling, general, and administrative
(1,614
)
 
(2,381
)
Settlement associated with USAO NJ and DOJ (Note 5)
(7,500
)
 
—

Loss from discontinued operations
$
(9,436
)
 
$
(3,391
)
Business and Basis of Presentation (Additional Information) (Detail) (USD $)
Mar. 31, 2017
Dec. 31, 2016
Jul. 29, 2016
Jun. 28, 2016
May 10, 2016
Dec. 31, 2015
Sep. 30, 2015
May 8, 2013
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
Cash and cash equivalents
$ 27,640,000 
$ 18,083,000 
 
 
 
$ 29,730,000 
$ 34,709,000 
 
Debt instrument, covenant, compensating cash balance
13,200,000 
 
 
 
 
 
 
 
Restricted cash
13,590,000 
18,022,000 
 
 
 
 
 
 
Exercise price (usd per share)
$ 79.40 
$ 79.40 
$ 8.60 
$ 8.60 
$ 30.20 
 
 
$ 49.40 
Senior Secured Debentures [Member]
 
 
 
 
 
 
 
 
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
Debt instrument, face amount
$ 25,500,000.0 
 
 
 
 
 
 
 
Fair Value Measurements (Contingent Purchase Price Consideration, Measured at Estimated Fair Value on Recurring Basis) (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Liabilities:
 
 
Warrants potentially settleable in cash
$ 8,325 
$ 1,860 
Unobservable Inputs (Level 3) [Member]
 
 
Liabilities:
 
 
Contingent purchase price consideration
1,208 
1,095 
Fair Value, Measurements, Recurring [Member]
 
 
Assets:
 
 
Cash equivalents
26,096 
16,192 
Restricted cash equivalents
13,189 
17,622 
Total assets
39,285 
33,814 
Liabilities:
 
 
Warrants potentially settleable in cash
8,325 
1,860 
Contingent purchase price consideration
1,208 
1,095 
Total liabilities
9,533 
2,955 
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets (Level 1) [Member]
 
 
Assets:
 
 
Cash equivalents
26,096 
16,192 
Restricted cash equivalents
13,189 
17,622 
Total assets
39,285 
33,814 
Liabilities:
 
 
Warrants potentially settleable in cash
0 
0 
Contingent purchase price consideration
0 
0 
Total liabilities
0 
0 
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
Assets:
 
 
Cash equivalents
0 
0 
Restricted cash equivalents
0 
0 
Total assets
0 
0 
Liabilities:
 
 
Warrants potentially settleable in cash
8,325 
1,860 
Contingent purchase price consideration
0 
0 
Total liabilities
8,325 
1,860 
Fair Value, Measurements, Recurring [Member] |
Unobservable Inputs (Level 3) [Member]
 
 
Assets:
 
 
Cash equivalents
0 
0 
Restricted cash equivalents
0 
0 
Total assets
0 
0 
Liabilities:
 
 
Warrants potentially settleable in cash
0 
0 
Contingent purchase price consideration
1,208 
1,095 
Total liabilities
$ 1,208 
$ 1,095 
Fair Value Measurements (Reconciliation of Level 3 Liabilities) (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
Change in the estimated fair value of the contingent purchase price consideration
$ 113 
$ 170 
Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
Beginning Balance Liabilities
1,095 
 
Change in the estimated fair value of the contingent purchase price consideration
(113)
 
Ending Balance Liabilities
$ 1,208 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Payables and Accruals [Abstract]
 
 
Clinical trial costs
$ 2,199 
$ 3,088 
Professional fees
317 
229 
Compensation and related benefits
673 
975 
Accrued expenses and other current liabilities
$ 3,189 
$ 4,292 
Long-term Debt (Details) (USD $)
3 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Jul. 29, 2016
Jun. 28, 2016
May 10, 2016
May 8, 2013
May 10, 2016
Securities Purchase Agreement [Member]
Secured Debt [Member]
May 10, 2016
Securities Purchase Agreement [Member]
Secured Debt [Member]
Aug. 22, 2016
Amendment Agreement [Member]
Secured Debt [Member]
Aug. 22, 2016
Amendment Agreement [Member]
Secured Debt [Member]
election
Dec. 14, 2016
First Waiver [Member]
Secured Debt [Member]
Dec. 14, 2016
First Waiver [Member]
Secured Debt [Member]
May 10, 2016
Series A Warrant [Member]
Common Stock [Member]
Securities Purchase Agreement [Member]
Secured Debt [Member]
May 10, 2016
Series A Warrant [Member]
Common Stock [Member]
Securities Purchase Agreement [Member]
Secured Debt [Member]
Aug. 22, 2016
Series A Warrant [Member]
Common Stock [Member]
Amendment Agreement [Member]
Secured Debt [Member]
May 10, 2016
Series B Warrant [Member]
Common Stock [Member]
Securities Purchase Agreement [Member]
Secured Debt [Member]
May 1, 2017
Subsequent Event [Member]
Apr. 1, 2017
Subsequent Event [Member]
First Waiver [Member]
Secured Debt [Member]
Apr. 1, 2017
Subsequent Event [Member]
First Waiver [Member]
Secured Debt [Member]
May 1, 2017
Subsequent Event [Member]
2017 Amendment Agreement [Member]
Secured Debt [Member]
May 1, 2017
Subsequent Event [Member]
2017 Amendment Agreement [Member]
Secured Debt [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principle amount of debt
 
 
 
 
 
 
 
$ 25,530,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed coupon rate
 
 
 
 
 
 
 
6.375% 
 
9.00% 
 
 
 
 
 
 
 
 
 
 
 
Number of shares availabe from warrants
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
50,000 
 
50,000 
 
 
 
 
 
Exercise price (usd per share)
$ 79.40 
$ 79.40 
$ 8.60 
$ 8.60 
$ 30.20 
$ 49.40 
 
$ 0.0001 
 
 
 
 
 
$ 30.20 
$ 8.60 
$ 8.60 
 
 
 
 
 
Proceeds from issuance of debt and warrants
 
 
 
 
 
 
23,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt principal that could be redeemed
 
 
 
 
 
 
 
1,100,000 
 
1,500,000 
 
 
 
 
 
 
 
 
 
 
 
Delivery discount percentage
 
 
 
 
 
 
7.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Duration of average market price used for warrant exercise price
 
 
 
 
 
 
3 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discount to the prior trading day’s volume weighted average price
 
 
 
 
 
 
7.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum price condition (per share)
 
 
 
 
 
 
$ 15.00 
 
$ 4.00 
 
$ 1.00 
 
 
 
 
 
 
$ 0.30 
 
$ 0.35 
 
Warrant term
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
Percent of exercise price to weighted average price
 
 
 
 
 
 
120.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Placement agent fee
 
 
 
 
 
 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Final payment of interest
 
 
 
 
 
 
 
 
765,900 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum prepayment of principle if demanded
 
 
 
 
 
 
 
 
18,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
Premium on outstanding prepayment amount
 
 
 
 
 
 
 
 
10.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock trading price threshold for debt redemption
 
 
 
 
 
 
 
 
 
$ 8.00 
 
 
 
 
 
 
 
 
 
 
 
Debt principal that could be redeemed based on common stock price
 
 
 
 
 
 
 
 
 
2,200,000 
 
 
 
 
 
 
 
 
 
 
 
Number of elections company can make to redeem debt in year
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
 
 
Debt principal that could be redeemed based on company's elections
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
Price per share that holder can convert outstanding debt balance
 
 
 
 
 
 
 
 
 
$ 12.00 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, covenant, compensating cash balance
13,200,000 
 
 
 
 
 
 
24,000,000 
 
18,500,000 
 
18,500,000 
 
 
 
 
 
 
 
 
 
Cash in excess of debenture
 
 
 
 
 
 
 
 
 
 
 
10,000,000 
 
 
 
 
 
 
10,000,000 
 
 
Redemption payments
 
 
 
 
 
 
 
 
 
 
1,500,000 
 
 
 
 
 
 
 
 
 
 
Daily closing share price appreciation
 
 
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
 
 
 
 
 
 
Common stock, shares outstanding
214,501,965 
161,906,753 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,435,524 
 
 
 
 
Common stock, shares issued
215,176,965 
162,581,753 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,131,868 
Number of convertible shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,000,000 
 
Outstanding principle
13,171,702 
17,621,702 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
12,597,000 
16,397,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized discount and debt issuance costs
575,000 
1,224,672 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principle redeemed
$ 4,450,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued for debt, shares
4,497,466 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Legal Proceedings, Commitments and Contingencies Details (Details) (USD $)
3 Months Ended 0 Months Ended
Mar. 31, 2017
USAO NJ and DOJ
Apr. 10, 2017
Subsequent Event [Member]
SEC Litigation [Member]
Apr. 10, 2017
Subsequent Event [Member]
SEC Litigation [Member]
Former CEO [Member]
Loss Contingencies [Line Items]
 
 
 
Total settlements
$ 7,500,000 
 
$ 750,000 
Penalty payment
 
$ 200,000 
$ 600,000 
Stockholders' Equity (Additional Information) (Detail) (USD $)
3 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Jul. 29, 2016
Jun. 28, 2016
May 10, 2016
May 8, 2013
Nov. 18, 2014
Lincoln Park Capital, LLC Purchase Agreement [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC Purchase Agreement [Member]
Dec. 4, 2015
MLV & Co. LLC and Maxim Group LLC [Member]
May 24, 2013
MLV & Co. LLC and Maxim Group LLC [Member]
May 24, 2013
MLV & Co. LLC and Maxim Group LLC [Member]
Nov. 18, 2014
Common Stock [Member]
Lincoln Park Capital, LLC Purchase Agreement [Member]
Feb. 13, 2017
Common Stock [Member]
Underwritten Public Offering [Member]
Feb. 13, 2017
Common Stock [Member]
Underwritten Public Offering [Member]
Jan. 12, 2016
Common Stock [Member]
Underwritten Public Offering [Member]
Feb. 6, 2017
Minimum [Member]
Lincoln Park Capital, LLC Purchase Agreement [Member]
Feb. 6, 2017
Maximum [Member]
Lincoln Park Capital, LLC Purchase Agreement [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, shares authorized
5,000,000 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, par value (usd per share)
$ 0.0001 
 
$ 0.0001 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, shares authorized
350,000,000 
 
275,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, par value (usd per share)
$ 0.0001 
 
$ 0.0001 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from Issuance or Sale of Equity
$ 5,000 
$ 78,000 
 
 
 
 
 
$ 4,900,000 
 
 
 
 
$ 50,000,000 
 
 
 
 
 
Stock Purchase Agreement, Authorized Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55,000,000 
15,600,000 
Purchase Agreement Term
 
 
 
 
 
 
 
36 months 
 
 
 
 
 
 
 
 
 
 
Stock Issued During Period, Shares, Purchase of Assets
 
 
 
 
 
 
 
125,000 
 
 
 
 
 
 
 
 
 
 
Share Price
 
 
 
 
 
 
 
 
$ 40.00 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
 
 
 
 
 
 
 
 
 
 
31,561 
17,000,000 
 
 
 
 
At Market Issuance Sales Agreements, Percent of Gross Proceeds
 
 
 
 
 
 
 
 
 
 
 
3.00% 
 
 
 
 
 
 
At Market Issuance Sales Agreements, Maximum Gross Proceeds
 
 
 
 
 
 
 
 
 
20,000,000 
20,000,000 
 
 
 
 
 
 
 
Exercise price (usd per share)
$ 79.40 
 
$ 79.40 
$ 8.60 
$ 8.60 
$ 30.20 
$ 49.40 
 
 
 
 
 
 
 
$ 1.10 
 
 
 
Proceeds From Issuance or Sale of Equity, Net Underwriting Discounts, Commissions and Offering Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
15,500,000 
 
 
 
 
Stock purchase price per share (usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1.00 
 
 
New warrants issued during period (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
17,000,000 
 
 
 
 
Class Of Warrant Or Right, Issued, Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 10,400,000 
 
 
 
 
Stockholders' Equity (Common Stock are Reserved for Future Issuance) (Detail)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Equity [Abstract]
 
 
Warrants outstanding
19,570 
2,570 
Stock options outstanding
558 
561 
Options reserved for future issuance under the Company's 2007 Incentive Plan
483 
 
Shares reserved for future issuance under the Employee Stock Purchase Plan
17 
 
Total reserved for future issuance
20,628 
 
Warrants (Schedule of Warrant Activity) (Detail)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
2,570 
Granted
17,000 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
19,570 
February 2017 Warrants [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
0 
Granted
17,000 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
17,000 
July 2016 Warrants [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
700 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
700 
January 2016 Warrants [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
682 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
682 
March 2015 Warrants [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
700 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
700 
September 2013 Warrant [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
199 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
199 
December 2012 Warrants [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
152 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
152 
April 2011 Warrants [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
13 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
13 
Other Warrant Issues [Member]
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
Warrants outstanding , Beginning balance
124 
Granted
0 
Exercised
0 
Class of Warrant or Right, Expired
0 
Warrants outstanding , Ending balance
124 
Warrants (Fair Value of Warrants is Estimated Using Black-Scholes Option Pricing Model) (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
19,570 
 
2,570 
February 2017 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
17,000 
 
0 
Strike price
$ 1.10 
 
 
Expected term (years)
4 years 10 months 13 days 
 
 
Volatility %
120.00% 
 
 
Risk-free rate %
1.90% 
 
 
July 2016 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
700 
 
700 
Strike price
$ 13.00 
 
$ 13.00 
Expected term (years)
4 years 3 months 15 days 
4 years 6 months 15 days 
 
Volatility %
124.29% 
 
117.82% 
Risk-free rate %
1.78% 
 
1.82% 
January 2016 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
682 
 
682 
Strike price
$ 28.40 
 
$ 28.40 
Expected term (years)
3 years 9 months 11 days 
4 years 0 months 11 days 
 
Volatility %
130.71% 
 
120.38% 
Risk-free rate %
1.67% 
 
1.71% 
March 2015 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
700 
 
700 
Strike price
$ 41.60 
 
$ 41.60 
Expected term (years)
2 years 11 months 19 days 
3 years 2 months 19 days 
 
Volatility %
140.28% 
 
131.46% 
Risk-free rate %
1.49% 
 
1.52% 
September 2013 Warrant [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
199 
 
199 
Strike price
$ 50.00 
 
$ 50.00 
Expected term (years)
1 year 5 months 19 days 
1 year 8 months 19 days 
 
Volatility %
192.86% 
 
164.01% 
Risk-free rate %
1.14% 
 
1.10% 
December 2012 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
152 
 
152 
Strike price
$ 10.32 
 
$ 31.60 
Expected term (years)
8 months 23 days 
11 months 23 days 
 
Volatility %
121.39% 
 
204.55% 
Risk-free rate %
0.97% 
 
0.84% 
April 2011 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
13 
 
13 
Strike price
$ 1.00 
 
$ 13.00 
Expected term (years)
18 days 
3 months 22 days 
 
Volatility %
61.08% 
 
103.79% 
Risk-free rate %
0.16% 
 
0.53% 
Warrants (Changes in Fair Value of Warrant Liability) (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
$ 1,860 
Fair Value of Warrants Granted
10,357 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(3,892)
Warrant liability, Ending balance
8,325 
February 2017 Warrants [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
0 
Fair Value of Warrants Granted
10,357 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(2,426)
Warrant liability, Ending balance
7,931 
July 2016 Warrants [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
753 
Fair Value of Warrants Granted
0 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(579)
Warrant liability, Ending balance
174 
January 2016 Warrants [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
529 
Fair Value of Warrants Granted
0 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(410)
Warrant liability, Ending balance
119 
March 2015 Warrants [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
432 
Fair Value of Warrants Granted
0 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(349)
Warrant liability, Ending balance
83 
September 2013 Warrant [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
81 
Fair Value of Warrants Granted
0 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(63)
Warrant liability, Ending balance
18 
December 2012 Warrants [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
65 
Fair Value of Warrants Granted
0 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
(65)
Warrant liability, Ending balance
0 
April 2011 Warrants [Member]
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
Warrant liability, Beginning balance
0 
Fair Value of Warrants Granted
0 
Fair Value Of Warrants Exercised
0 
Change in fair value of warrants
0 
Warrant liability, Ending balance
$ 0 
Warrants (Warrants Classified as Equity) (Details) (USD $)
0 Months Ended 12 Months Ended
Jul. 29, 2016
May 8, 2013
Dec. 31, 2016
Mar. 31, 2017
Jul. 29, 2016
Jun. 28, 2016
May 10, 2016
May 8, 2013
Warrants and Rights Note Disclosure [Abstract]
 
 
 
 
 
 
 
 
Warrants granted, number of shares (in shares)
 
 
100,000 
15,000 
50,000 
 
50,000 
9,109 
Exercise price (usd per share)
 
 
$ 79.40 
$ 79.40 
$ 8.60 
$ 8.60 
$ 30.20 
$ 49.40 
Fair value assumptions, expected volatility rate
106.63% 
75.34% 
77.13% 
 
 
 
 
 
Fair value assumptions, expected term (in years)
5 years 6 months 
7 days 
5 years 6 months 
 
 
 
 
 
Fair value assumptions, risk free interest rate
1.35% 
1.20% 
1.26% 
 
 
 
 
 
Fair value assumptions, expected dividend rate
0.00% 
0.00% 
0.00% 
 
 
 
 
 
Fair value of warrants granted (usd per share)
 
 
 
 
 
 
 
$ 38.60 
Stock Based Compensation (Allocated Stock-based Compensation) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Research and Development [Member]
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
Allocated share based compensation expense
$ 38 
$ 127 
Selling, General and Administrative [Member]
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
Allocated share based compensation expense
190 
529 
Continuing Operations [Member]
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
Allocated share based compensation expense
$ 228 
$ 656 
Stock Based Compensation (Assumptions for Option Grants Issued) (Detail)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
Risk free interest rate
2.01% 
1.41% 
Volatility
108.55% 
75.24% 
Expected lives (years)
6 years 1 month 17 days 
6 years 3 months 
Expected dividend yield
0.00% 
0.00% 
Stock Based Compensation (Additional Information) (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Weighted average exercise price, granted
$ 1.45 
$ 11.20 
Averages contractual term
10 years 
 
Estimated annualized forfeiture rate for options granted to employees
15.00% 
 
Estimated annualized forfeiture rate for options granted to senior management
8.00% 
 
Unrecognized compensation cost
$ 929 
 
Operating expenses weighted average period
1 year 7 months 13 days 
 
Shares subject to outstanding common stock options granted
70,000 
 
Minimum [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Average vesting term
4 years 
 
Maximum [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Average vesting term
6 years 
 
2007 Incentive Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Shares of common stock reserved for issuance
1,325,000 
 
Shares subject to outstanding common stock options granted
558,000 
 
Shares available for future grants
483,000 
 
Vesting periods of options granted
4 years 
 
Options expire from date of grant
10 years 
 
Closing price of the Company's common stock
$ 0.61 
 
Stock Based Compensation (Stock Option Activity) (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
Total Number of Shares, outstanding Beginning Balance
561 
Stock options activity, Total Number of Shares, Granted
70 
Stock options activity, Total Number of Shares, Exercised
0 
Stock options activity, Total Number of Shares, Cancelled
(73)
Total Number of Shares, outstanding Ending Balance
558 
Total Number of Shares, exercisable
356 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
 
Stock options activity, Weighted Average Exercise Price, Beginning balance
$ 41.50 
Stock options activity, Weighted Average Exercise Price, Granted
$ 1.75 
Stock options activity, Weighted Average Exercise Price, Exercised
$ 0.00 
Stock options activity, Weighted Average Exercise Price, Cancelled
$ 32.59 
Stock options activity, Weighted Average Exercise Price, Ending balance
$ 37.68 
Stock options activity, Weighted Average Exercise Price, exercisable
$ 52.96 
Stock options activity, Aggregate Intrinsic Value, Beginning balance
   
Stock options activity, Aggregate Intrinsic Value, Granted
   
Stock options activity, Aggregate Intrinsic Value, Exercised
0 
Stock options activity, Aggregate Intrinsic Value, Cancelled
0 
Stock options activity, Aggregate Intrinsic Value, Ending balance
0 
Stock options activity, Aggregate Intrinsic Value, exercisable
$ 0 
Net Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Numerator:
 
 
Net income (loss)
$ (11,718)
$ (16,493)
Denominator:
 
 
Weighted average number of common shares outstanding
26,406,356 
8,968,616 
Net Income (Loss) Per Share (Common Shares Excluded from Net Loss) (Detail)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Shares of common stock issuable upon the exercise which were excluded from the computation of diluted earnings per share
20,128 
2,389 
Warrants to purchase common stock [Member]
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Shares of common stock issuable upon the exercise which were excluded from the computation of diluted earnings per share
19,570 
1,789 
Options to purchase common stock [Member]
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Shares of common stock issuable upon the exercise which were excluded from the computation of diluted earnings per share
558 
600 
Discontinued Operations, Assets Held for Sale (Details) (Commercial Business Segment [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Disposal Group, Including Discontinued Operation, General and Administrative Expense
$ 1,614 
$ 2,381 
Legal Expenses [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Disposal Group, Including Discontinued Operation, General and Administrative Expense
$ 1,600 
$ 2,100 
Discontinued Operations, Assets Held for Sale - Carrying Amounts of Assets and LIabilities (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Total current liabilities of discontinued operations
$ 10,045 
$ 6,059 
Commercial Business Segment [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Accounts receivable
367 
813 
Total current assets of discontinued operations
367 
813 
Accounts payable
1,044 
3,115 
Accrued expenses and other current liabilities
9,001 
2,944 
Total current liabilities of discontinued operations
$ 10,045 
$ 6,059 
Discontinued Operations, Assets Held for Sale - Components Attributable to Commercial Business (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Loss from discontinued operations
$ (9,436)
$ (3,391)
Commercial Business Segment [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Additional channel obligations
(322)
(1,010)
Selling, general, and administrative
(1,614)
(2,381)
Settlement associated with USAO NJ and DOJ (Note 5)
(7,500)
0 
Loss from discontinued operations
$ (9,436)
$ (3,391)
Discontinued Operations, Assets Held for Sale - Significant Operating Non-cash and Capital Expenditures (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Depreciation and amortization expense
$ 26 
$ 6 
Non-cash stock-based compensation
228 
656 
Purchases of property and equipment
 
$ (6)
Subsequent Events (Details)
Mar. 31, 2017
Dec. 31, 2016
Subsequent Event [Line Items]
 
 
Common stock, par value (usd per share)
$ 0.0001 
$ 0.0001