GALENA BIOPHARMA, INC., 10-K filed on 3/15/2017
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2016
Feb. 28, 2017
Jun. 30, 2016
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-K 
 
 
Document Period End Date
Dec. 31, 2016 
 
 
Document Fiscal Year Focus
2016 
 
 
Document Fiscal Period Focus
FY 
 
 
Amendment Flag
false 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Public Float
 
 
$ 85,410,521 
Entity Common Stock, Shares Outstanding
 
38,828,222 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 18,083 
$ 29,730 
Restricted cash
18,022 
401 
Litigation settlement insurance recovery
21,700 
Prepaid expenses and other current assets
581 
1,398 
Current assets of discontinued operations
813 
392 
Total current assets
37,499 
53,621 
Equipment and furnishings, net
199 
335 
GALE-401 rights
9,255 
9,255 
In-process research and development
12,864 
12,864 
Goodwill
5,898 
5,898 
Deposits and other assets
96 
171 
Total assets
65,811 
82,144 
Current liabilities:
 
 
Accounts payable
840 
1,597 
Accrued expenses and other current liabilities
4,292 
5,292 
Litigation settlement payable
950 
25,000 
Fair value of warrants potentially settleable in cash
1,860 
14,518 
Current portion of long-term debt
16,397 
4,739 
Current liabilities of discontinued operations
6,059 
5,925 
Total current liabilities
30,398 
57,071 
Deferred tax liability
5,661 
5,418 
Contingent purchase price consideration
1,095 
6,142 
Total liabilities
37,154 
68,631 
Commitments and contingencies
   
   
Stockholders' equity:
 
 
Common stock, $0.0001 par value; 350,000,000 shares authorized, 15,224,223 shares issued and 15,190,473 shares outstanding at December 31, 2016; 275,000,000 shares authorized, 8,129,087 shares issued and 8,095,337 shares outstanding at December 31, 2015
15 
15 
Additional paid-in capital
335,423 
296,730 
Accumulated deficit
302,932 
279,383 
Less treasury shares at cost, 675,000 shares
(3,849)
(3,849)
Total stockholders’ equity
28,657 
13,513 
Total liabilities and stockholders’ equity
$ 65,811 
$ 82,144 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Dec. 31, 2016
Dec. 31, 2015
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 
Preferred stock, shares issued
Preferred stock, shares outstanding
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
15,224,223 
8,129,087 
Common stock, shares outstanding
15,190,473 
8,095,337 
Treasury stock, shares
33,750 
33,750 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Costs and expenses:
 
 
 
Research and development
$ 19,860 
$ 23,611 
$ 27,674 
General and administrative
12,007 
10,609 
16,226 
Total operating expenses
31,867 
34,220 
43,900 
Operating loss
(31,867)
(34,220)
(43,900)
Non-operating income (expense):
 
 
 
Litigation settlement
(2,750)
(5,282)
Change in fair value of warrants potentially settleable in cash
22,220 
1,162 
16,556 
Interest expense, net
(3,508)
(760)
(1,110)
Change in fair value of the contingent purchase price liability
5,047 
509 
170 
Total non-operating income (expense), net
21,009 
(4,371)
15,616 
Loss from continuing operations before income taxes
(10,858)
(38,591)
(28,284)
Income tax expense
243 
365 
Loss from continuing operations
(11,101)
(38,956)
(28,284)
Loss from discontinued operations
(12,448)
(24,946)
(8,322)
Net loss
(23,549)
(63,902)
(36,606)
Net loss per common share:
 
 
 
Basic and diluted per share, continuing operations (usd per share)
$ (1.11)
$ (5.02)
$ (4.74)
Basic and diluted loss per share, discontinued operations (usd per share)
$ (1.25)
$ (3.21)
$ (1.39)
Basic and diluted net loss per share (usd per share)
$ (2.36)
$ (8.23)
$ (6.13)
Weighted-average common shares outstanding: basic and diluted
9,958,802 
7,763,236 
5,969,418 
Comprehensive loss
 
 
 
Net loss
(23,549)
(63,902)
(36,606)
Tax effect of reclassification of unrealized gain upon sale of marketable securities
 
 
$ 1,052 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
Total
Settled Litigation [Member]
Senior Secured Debentures [Member]
Senior Notes [Member]
Common Stock [Member]
Common Stock [Member]
Settled Litigation [Member]
Additional Paid-in Capital [Member]
Additional Paid-in Capital [Member]
Settled Litigation [Member]
Additional Paid-in Capital [Member]
Senior Secured Debentures [Member]
Senior Notes [Member]
Accumulated Deficit [Member]
Treasury Stock [Member]
Treasury Stock [Member]
Settled Litigation [Member]
Treasury Stock [Member]
Senior Secured Debentures [Member]
Senior Notes [Member]
Beginning balance at Dec. 31, 2013
$ 5,886,000 
 
 
$ 10,000 
 
$ 188,600,000 
 
 
$ (178,875,000)
$ (3,849,000)
 
 
Beginning balance, shares at Dec. 31, 2013
 
 
 
5,505,035 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
 
331,650 
 
 
 
 
 
 
 
 
Issuance of common stock
10,705,000 
 
 
1,000 
 
10,704,000 
 
 
 
 
 
 
Issuance of common stock under milestone achievement, shares
219,061 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock under milestone achievement
9,340,000 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock to satisfy principal and interest of long-term debt
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock upon exercise of warrants, shares
 
 
 
273,351 
 
 
 
 
 
 
 
 
Issuance of common stock upon exercise of warrants
37,742,000 
 
 
1,000 
 
37,741,000 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
 
 
 
5,732 
 
 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
263,000 
 
 
 
 
263,000 
 
 
 
 
 
 
Stock based compensation for directors and employees
5,253,000 
 
 
 
 
5,253,000 
 
 
 
 
 
 
Stock based compensation for services
134,000 
 
 
 
 
134,000 
 
 
 
 
 
 
Exercise of stock options, shares
 
 
 
172,488 
 
 
 
 
 
 
 
 
Exercise of stock options
4,342,000 
 
 
 
 
4,342,000 
 
 
 
 
 
 
Net loss
(36,606,000)
 
 
 
 
 
 
 
(36,606,000)
 
 
 
Ending balance at Dec. 31, 2014
37,059,000 
 
 
12,000 
 
256,377,000 
 
 
(215,481,000)
(3,849,000)
 
 
Ending balance, shares at Dec. 31, 2014
 
 
 
6,507,317 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
 
1,607,934 
 
 
 
 
 
 
 
 
Issuance of common stock
47,416,000 
 
 
3,000 
 
47,413,000 
 
 
 
 
 
 
Common stock warrants issued in connection with common stock offering
(10,296,000)
 
 
 
 
(10,296,000)
 
 
 
 
 
 
Issuance of common stock to satisfy principal and interest of long-term debt
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
 
 
 
11,566 
 
 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
309,000 
 
 
 
 
309,000 
 
 
 
 
 
 
Stock based compensation for directors and employees
2,896,000 
 
 
 
 
2,896,000 
 
 
 
 
 
 
Exercise of stock options, shares
 
 
 
2,270 
 
 
 
 
 
 
 
 
Exercise of stock options
31,000 
 
 
 
 
31,000 
 
 
 
 
 
 
Net loss
(63,902,000)
 
 
 
 
 
 
 
(63,902,000)
 
 
 
Ending balance at Dec. 31, 2015
13,513,000 
 
 
15,000 
 
296,730,000 
 
 
(279,383,000)
(3,849,000)
 
 
Ending balance, shares at Dec. 31, 2015
 
 
 
8,129,087 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, shares
 
 
 
2,872,803 
 
 
 
 
 
 
 
 
Issuance of common stock
33,534,000 
 
 
 
33,534,000 
 
 
 
 
 
 
Common stock warrants issued in connection with common stock offering
(9,886,000)
 
1,139,000 
 
 
(9,886,000)
 
1,139,000 
 
 
 
Stock issued during period to satisfy principal and interest on long-term debt, new shares
 
 
 
3,981,208 
 
 
 
 
 
 
 
 
Issuance of common stock to satisfy principal and interest of long-term debt
8,079,000 
 
 
 
8,079,000 
 
 
 
 
 
 
Stock Issued During Period, Shares, Other
 
 
 
 
206,903 
 
 
 
 
 
 
 
Stock Issued During Period, Value, Other
 
557,000 
 
 
 
557,000 
 
 
 
 
Issuance of common stock upon exercise of warrants, shares
 
 
 
20,403 
 
 
 
 
 
 
 
 
Issuance of common stock upon exercise of warrants
95,000 
 
 
 
95,000 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan, shares
29,070 
 
 
5,477 
 
 
 
 
 
 
 
 
Issuance of common stock in connection with employee stock purchase plan
2,650,000 
 
 
 
 
2,650,000 
 
 
 
 
 
 
Stock based compensation for directors and employees
2,264,000 
 
 
 
 
2,264,000 
 
 
 
 
 
 
Exercise of stock options, shares
8,000 
 
 
8,342 
 
 
 
 
 
 
 
 
Exercise of stock options
261,000 
 
 
 
 
261,000 
 
 
 
 
 
 
Net loss
(23,549,000)
 
 
 
 
 
 
 
(23,549,000)
 
 
 
Ending balance at Dec. 31, 2016
$ 28,657,000 
 
 
$ 15,000 
 
$ 335,423,000 
 
 
$ (302,932,000)
$ (3,849,000)
 
 
Ending balance, shares at Dec. 31, 2016
 
 
 
15,224,223 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Statement of Stockholders' Equity [Abstract]
 
Tax effect of reclassification of unrealized gain upon sale of marketable securities
$ 1,052 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash flows from operating activities:
 
 
 
Net loss
$ (11,101)
$ (38,956)
$ (28,284)
Adjustment to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization expense
142 
107 
86 
Amortization of debt issuance costs and non-cash interest
(3,054)
(248)
(276)
Deferred taxes
243 
365 
 
Non-cash stock-based compensation
2,264 
1,931 
4,666 
Litigation settlement payable in common stock
2,650 
1,000 
Change in fair value of common stock warrants
(22,220)
(1,161)
(16,556)
Change in fair value of contingent consideration
(5,047)
(509)
(170)
Changes in operating assets and liabilities:
 
 
 
Prepaid expenses and other assets
892 
(245)
(1,078)
Litigation settlement insurance recovery
21,700 
(21,700)
Litigation settlement payable
(25,000)
24,000 
Accounts payable
(757)
(289)
(21)
Accrued expenses and other current liabilities
(50)
(3,593)
4,044 
Net cash used in continuing operating activities
(33,230)
(38,802)
(37,037)
Net loss from discontinued operations
(12,448)
(24,946)
(8,322)
Loss on sale of commercial assets
4,549 
Impairment charge from classification of assets held for sale
8,071 
Changes in operating assets and liabilities attributable to discontinued operations
763 
2,968 
2,490 
Net cash used in discontinued operating activities
(11,685)
(9,358)
(5,832)
Net cash used in operating activities
(44,915)
(48,160)
(42,869)
Cash flows from investing activities:
 
 
 
Change in restricted cash
(201)
 
Cash paid for acquisition of GALE-401
(2,415)
Cash paid for purchase of equipment and furnishings
(6)
(153)
(57)
Net cash provided by (used in) continuing investing activities
(6)
(354)
(2,472)
Net proceeds received from sale of commercial assets
(1,050)
11,283 
Cash paid for commercial assets
(534)
(3,056)
Net cash provided by (used in) discontinued investing activities
(1,050)
10,749 
(3,056)
Net cash provided by (used in) investing activities
(1,056)
10,395 
(5,528)
Cash flows from financing activities:
 
 
 
Net proceeds from issuance of common stock
33,534 
47,416 
10,704 
Net proceeds from exercise of stock options
261 
31 
4,342 
Proceeds from exercise of warrants
233 
10,717 
Proceeds from common stock issued in connection with ESPP
95 
309 
263 
Net proceeds from issuance of long-term debt
23,401 
Minimum cash covenant on long-term debt
17,621 
Principal payments on long-term debt
(5,579)
(3,911)
(1,766)
Net cash provided by financing activities
34,324 
43,845 
24,260 
Net increase (decrease) in cash and cash equivalents
(11,647)
6,080 
(24,137)
Cash and cash equivalents at the beginning of period
29,730 
23,650 
 
Cash and cash equivalents at end of period
18,083 
29,730 
23,650 
Supplemental disclosure of cash flow information:
 
 
 
Cash received during the periods for interest
117 
18 
15 
Cash paid during the periods for interest
636 
541 
800 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
Fair value of warrants issued in connection with common stock recorded as cost of equity
9,886 
10,296 
 
Fair value of warrants issued in connection with long-term debt recorded as debt issuance costs
1,139 
 
 
Principal and interest repaid through issuance of common stock
8,079 
Reclassification of warrant liabilities upon exercise
324 
 
27,026 
Issuance of common stock in settlement of GALE-401 milestone
6,840 
Fair value of shares issued to acquire Zuplenz rights
2,500 
Future obligations for Zuplenz rights included in accrued expenses
$ 0 
$ 0 
$ 2,716 
CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Statement of Cash Flows [Abstract]
 
Cash excluding from net assets acquired
$ 168 
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 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."

Management's Plans - We had cash and cash equivalents of approximately $18.1 million as of December 31, 2016, compared with $29.7 million as of December 31, 2015. We expect to continue to incur operating losses as we continue to advance our product candidates through the drug development and the regulatory process. In the absence of revenue, our potential sources of operational funding are proceeds from the sale of equity, funded research and development payments, debt financing arrangements, and payments received under partnership and collaborative agreements.

On February 13, 2017, the Company closed an underwritten public offering of 17,000,000 units at a price to the public of $1.00 per unit for gross proceeds of $17.0 million ("February 2017 Offering"). Each unit consists of one share of common stock, and a warrant to purchase one share of common stock at an exercise price of $1.10 per share. 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.

In addition to the proceeds from the February 2017 Offering, in January and February 2017 the holder of the Debenture redeemed $3.95 million of outstanding principal that was satisfied by the Company with 3,518,663 shares of our common stock. As a result of the redemptions, the Company was able to transfer $3.95 million out of restricted cash and cash equivalents and into unrestricted cash and cash equivalents to be used to fund the Company's ongoing operations. The outstanding principal balance on the Debenture as of March 15, 2017 is $13,617,702 and is maintained by the Company as restricted cash.

In addition to the funds raised through underwritten public offerings and the debenture, we maintain a purchase agreement with Lincoln Park Capital LLC (LPC) and At Market Issuance Sales Agreements (ATM) with future availability of $2.0 million and $19.1 million, respectively subject to certain terms and conditions. We may also continue to use the ATM, or other instruments, in order to fund our operations going forward.

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. While the Company evaluates its strategic alternatives, Galena’s investigator-sponsored immunotherapy trials will remain ongoing. With the confirmation from the FDA that the GALE-401 development program is appropriate for a New Drug Application (NDA) filing using the 505(b)(2) regulatory pathway in patients with ET who are intolerant or resistant to hydroxyurea, we have developed a clear path forward for GALE-401 in the treatment of ET. Subject to completing the manufacturing of the new formulation and the internal work to prepare the Phase 3 trial for initiation, the Company is evaluating the appropriate time to commence enrollment of the GALE-401 trial and anticipates making a definitive determination in the second half of 2017. The Company has focused on reducing expenditures in order to preserve liquidity while pursuing a strategic alternative.

We believe that our existing cash and cash equivalents, funding available under an amended LPC purchase agreement, ATM and other instruments, should be sufficient to fund our operations for at least one year from the date of issuance of the Company's consolidated financial statements. This projection is based on our current limited operations and estimates of legal expenses associated with the ongoing government investigation and legal matters pending against the company, and is subject to changes in our operating plans, resolutions of such government investigation and legal matters, uncertainties inherent in our business, strategic alternatives outcomes, and the need to seek to replenish our existing cash and cash equivalents sooner than we project and in greater amounts that we had projected. There is no guarantee that any debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back, or terminate, our operations or to seek to merge with or to be acquired by another company.

Reverse Stock-Split - On November 11, 2016 the Company effected a 1:20 reverse stock split of the Company's outstanding shares of common stock, outstanding stock options to purchase shares of our common stock and warrants to purchase shares of common stock. In addition, the number of shares of common stock and number of shares of common stock subject to stock options or similar rights authorized under the Company’s equity incentive plan and employee stock purchase plan were proportionately adjusted for the reverse stock-split. Further, the per share exercise price under such plans were proportionately adjusted for the reverse stock-split. These consolidated financial statements give retroactive effect to such reverse stock-split and all share and per share amounts have been adjusted accordingly.

Discontinued Operations - As described in Note 15, during the quarter ended September 30, 2015 the Company met the relevant criteria for reporting the commercial operations as held for sale and in discontinued operations, pursuant to FASB Topic 205-20, Presentation of Financial Statements - Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The Company generally considers assets to be held for sale when (i) the transaction has been approved by the board of directors or management vested with authority to approve the transaction, (ii) the assets are available for immediate sale in their present condition, (iii) the company has initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) the transaction is expected to qualify for recognition as a completed sale, within one year. Following the classification of property and equipment for sale, the Company discontinues depreciating the asset and writes down the asset to the lower of the carrying value or fair market value, if needed. During the quarter ended December 31, 2015, the Company completed the sale of the commercial products and the related assets.

Uses of Estimates in Preparation of Financial Statements — The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Principles of Consolidation — The consolidated financial statements include the accounts of Galena and its wholly owned subsidiaries. All material intercompany accounts have been eliminated in consolidation.

Reclassifications — Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on net loss per share.

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and demand deposits.

Restricted Cash — Restricted cash consists of the minimum cash covenant as required by the debenture certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards.

Fair Value of Financial Instruments — The carrying amounts reported in the balance sheet for cash equivalents, marketable securities, accounts receivable, accounts payable, and capital leases approximate their fair values due to their short-term nature and market rates of interest.

Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets.

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:
Significant changes in the manner of its use of acquired assets or the strategy for its overall business;
Significant negative industry or economic trends;
Significant decline in stock price for a sustained period; and
Significant decline in market capitalization relative to net book value.

Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the Company will then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its indefinite-lived intangible assets, the Company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.

Intangible assets not considered indefinite-lived are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. The Company’s policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

The company performed its review for impairment using the qualitative assessment for both goodwill and indefinite-lived intangible assets, and has determined that there has been no impairment to these assets as of December 31, 2016.

Contingent Purchase Price Consideration — Contingent consideration is recorded at the estimated fair value as of the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of comprehensive loss.

Acquisitions and In-Licensing — For all in-licensed products and technologies, we perform an analysis to determine whether we hold a variable interest or a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. As of December 31, 2016, we determined there were no variable interest entities required to be consolidated.

We also perform an analysis to determine if the assets and liabilities acquired in an acquisition qualify as a "business." The excess of the purchase price over the fair value of the net assets acquired can only be recognized as goodwill in a business combination.

Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.

Legal Fees and Insurance Recoveries — There can be a significant time lag between the time that legal fees are incurred and the insurance reimbursement available to offset the related costs. The legal costs are recorded in the period they are incurred, and the insurance recoveries for those costs are recorded in the period when the insurance reimbursement is deemed probable.

Share-based Compensation — The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including stock options and warrants. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options and warrants granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “Equity Based Payments to Non- Employees.” Non-employee option and warrant grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to vesting, the value of these options and warrants, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options and warrants granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.

Research and Development Expenses — Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments, and clinical trial expenses.

Clinical trial expenses include direct costs associated with contract research organizations ("CROs"), as well as patient-related costs at sites at which our trials are being conducted.

Direct costs associated with our CROs are generally payable on a time and materials basis, or when certain enrollment and monitoring milestones are achieved. Expense related to a milestone is recognized in the period in which the milestone is achieved or in which we determine that it is more likely than not that it will be achieved.

The invoicing from clinical trial sites can lag several months. We accrue these site costs based on our estimate of upfront set-up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.

Income Taxes — The Company recognizes liabilities or assets for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740-10 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the company’s income tax provision or benefit. The recognition and measurement of benefits related to the company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the company’s assumptions or changes in the company’s assumptions in future periods are recorded in the period they become known.

For the years ended December 31, 2016 and 2015, we recognized income tax of $243,000 and $365,000, respectively. There was no income tax expense or benefit for the year ended December 31, 2014. We continue to maintain a full valuation allowance against our net deferred tax assets.

Concentrations of Credit Risk — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances in several accounts with two banks, which at times are in excess of federally insured limits. As of December 31, 2016, the company’s cash equivalents were invested in money market mutual funds. The Company’s investment policy does not allow investment in any debt securities rated less than “investment grade” by national ratings services. The Company has not experienced any losses on its deposits of cash and cash equivalents. As of December 31, 2016, we had approximately $17,583,000 in interest-bearing accounts above federally insured limits.
Recently Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Recently Issued Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, or ASU 2014-15. ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company has adopted this ASU.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Further, ASU 2015-03 requires the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and any discount or premium are considered in the aggregate when determining the effective interest rate on the debt. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU 2015-03 must be applied retrospectively. The Company adopted this ASU on January 1, 2016. There was no impact to the Company’s consolidated financial statements upon adoption.

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 January 2016, the FASB issued ASU No. 2016-01, Financial Instruments, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019 and early adoption is not permitted. The Company does not believe the adoption of the new financial instruments standard will have a material impact on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of our pending adoption of the new standard on the consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation-Stock Compensation. 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 August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15 "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force." The objective of ASU No. 2016-15 is to provide specific guidance on eight cash flow classification issues and how to reduce diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We are still evaluating the effect of this update.
In November 2016, the FASB issued ASU No. 2016-18, Restricted cash, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The ASU is effective retrospectively for reporting periods beginning after December 15, 2017, with early adoption permitted. We are evaluating the effect of this update.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are defined as follows:
Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The Company categorized its cash equivalents and marketable securities as Level 1 inputs. The valuations for Level 1 were determined based on a “market approach” using quoted prices in active markets for identical assets. Valuation of these assets does not require a significant degree of judgment. The Company categorized its warrants potentially settleable in cash as Level 2 inputs. The warrants are measured at market value on a recurring basis and are being marked to market each quarter-end until they are completely settled. The warrants are valued using an appropriate pricing model, using assumptions consistent with our application of ASC 718. The contingent purchase price consideration is categorized as Level 3 inputs and is measured at its estimated fair value on a recurring basis and is adjusted at each quarter-end until it is completely settled. The contingent price consideration is valued based on the expected timing of milestones, the expected probability of success for each milestone and discount rates based on a corporate debt interest rate index publicly issued.

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):
 
 
December 31, 2016
 
Level 1
 
Level 2
 
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

 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
29,171

 
$
29,171

 
$

 
$

Total assets measured and recorded at fair value
$
29,171

 
$
29,171

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
14,518

 
$

 
$
14,518

 
$

Contingent purchase price consideration
6,142

 

 

 
6,142

Total liabilities measured and recorded at fair value
$
20,660

 
$

 
$
14,518

 
$
6,142


The company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2016 or 2015. A reconciliation of the beginning and ending Level 3 liabilities for the years ended December 31, 2016 and 2015 is as follows (in thousands):
 
 
Fair Value
Measurements
Using Significant
Unobservable
Inputs
(Level 3)
Balance, January 1, 2015
$
6,651

Change in the estimated fair value of the contingent purchase price consideration
(509
)
Balance, December 31, 2015
6,142

Change in the estimated fair value of the contingent purchase price consideration
(5,047
)
Balance at December 31, 2016
$
1,095



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 2016 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 with trastuzumab whereas previously, the valuation was based on our Phase 3 PRESENT trial, which was deemed futile by the Independent Data Monitoring Committee ("IDMC") in June 2016 and subsequently closed.
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):

 
December 31,
 
2016
 
2015
Clinical development expense
$
3,088

 
$
3,294

Professional fees
229

 
435

Compensation and related benefits
975

 
1,535

Interest expense

 
28

Accrued expenses and other current liabilities
$
4,292

 
$
5,292

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

On May 8, 2013, we entered into a loan and security agreement with Oxford Finance LLC, as collateral agent, and related lenders under which we borrowed the first tranche of $10 million ("Loan"). The Loan payment terms include 12 months of interest-only payments at the fixed coupon rate of 8.45%, followed by 30 months of amortization of principal and interest until maturity in November 2016. In connection with the Loan, we paid the lender a 1% cash facility fee and a 5.5% cash final payment and granted to the lender seven-year warrants to purchase up to 9,109 shares of our common stock at an exercise price of $49.4. On May 10, 2016, the Company prepaid the outstanding principal amount and cash final payment.

On May 10, 2016, the Company entered into a Securities Purchase Agreement ("Purchase Agreement"), with certain purchasers pursuant to which the Company sold, at a 6.375% original issue discount, a total of $25,530,000 Senior Secured Debenture (“Debenture”) and warrants to purchase up to 50,000 shares of the Company's common stock. Net proceeds to the Company from sale of the Debenture, after payment of commissions and legal fees, were approximately $23.4 million The Debenture matures November 10, 2018, accrues interest at 9% per year, and does not contain any conversion features into shares of our common stock. On August 22, 2016, the Company, the purchasers and certain other parties entered into an amendment agreement, which provides for the amendment and restatement of the Debenture, an amendment to the terms of the Series A Common Stock Purchase Warrant issued by the Company to the purchasers pursuant to the terms of the Purchase Agreement, and certain other terms and conditions, as summarized below.

On December 14, 2016, the Company and the holder entered into a waiver (the “Waiver”) that amended the Securities Purchase Agreement dated May 10, 2016 between the Company and the holder, as amended on August 22, 2016 (the “SPA”). The Waiver provides that solely with respect to the calendar months of December 2016, January 2017, February 2017 and March 2017 (collectively, the “Specified Months”), the holder waives, subject to certain delineated exceptions, the requirement of paragraph (i) of the definition of “Equity Conditions” set forth in Section 1 of the Debenture, thereby continuing to allow the Company to deliver shares of its Common Stock in respect to a portion of its amortization obligation under the Debenture. Furthermore, the waiver sets out a Monthly Allowance for each Specified Month equal to $1,500,000 and required the Company to withdraw all cash and/or cash equivalents in excess of eighteen million five hundred thousand dollars ($18,500,000) from certain accounts and deposit such funds into an account in a form acceptable to the holder, such that the Company requires the prior written consent of the holder for certain withdrawals. The Waiver also grants the holder special redemption rights depending upon the price of our common stock, including the right to redeem the debenture.

The Debenture carries an interest only period of six months, following which interest is due monthly and payable in cash or stock at the election of the Company. Interest deferred during the interest only period is added to and considered principal. Following the interest only period, the Company has the right under the Debenture, commencing November 10, 2016, to pay the monthly redemption amount of the outstanding balance in cash, shares of the Company's common stock or a combination thereof, if certain conditions are met. The maximum monthly redemption amount was increased from $1,100,000 to $1,500,000 under the amended Debenture; provided, that if the trading price of the Company’s common stock is at least $8.00 per share (as adjusted for stock splits, combinations or similar events) during such calendar month, then such maximum monthly redemption amount may be increased to $2,200,000 at the holder's election and if the Company has already elected to satisfy such monthly redemptions in shares of common stock. In addition, notwithstanding the foregoing limitations on the monthly redemption amount, the holder may elect up to three times in any 12-month period to increase the maximum monthly redemption to $2,500,000.

If the Company elects to pay the redemption amount in shares of its 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 Company may only opt for payment in shares of common stock if certain equity conditions are met. The Company, at its option, may also force the holder to redeem up to double the monthly redemption principal amount of the Debenture but not less than the monthly payment.

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. 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 amendment agreement provides that, following November 10, 2016, the holder may elect to convert any portion of the outstanding balance into shares of common stock at a fixed price of $12.00 per share (as adjusted for stock splits, combinations or similar events).

The Company’s obligations under the Debenture can be accelerated in the event the Company undergoes a change in control and other customary events of default. In the event of default and acceleration of the Company’s obligations, the Company would be required to pay all amounts of principal and interest then outstanding under the Debenture in cash. 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. The Company must also maintain as a compensating cash balance, the lesser of a minimum of $18.5 million in cash or the outstanding principal and accrued and unpaid interest, which such amount is included in restricted cash as of December 31, 2016. The holder of the Debenture has the right, at any time and from time to time, to require the Company to prepay the lesser of $18.5 million plus accrued and unpaid interest or the outstanding principal and accrued and unpaid interest.

As of December 31, 2016 the outstanding principal balance of the Debenture was $17,621,702. The current portion of long-term debt of $16,397,030 is net of unamortized discounts and debt issuance costs of $1,224,672. In January and February 2017, the holder of the Debenture redeemed $3,950,000 of principal, which the Company satisfied with 3,541,077 shares of our common stock. The outstanding principal balance as of March 15, 2017 is $13,671,702.

Armentum Partners, LLC (“Placement Agent”) acted as the placement agent in the offering of the Debenture and the Company paid the Placement Agent a fee equal to 2% of the funds received from the sale of the Debenture. The Company paid half of the placement fee upon funding and paid the other half during the third quarter of 2016.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies

Legal Proceedings

On June 24, 2016, the U.S. District Court for the District of Oregon entered a final order and judgment in In re Galena Biopharma, Inc. Derivative Litigation, granting final approval to the settlement awarding attorney’s fees of $4.5 million plus costs, which was paid by our insurance carriers. The settlement included a payment of $15 million in cash by our insurance carriers, which we used to fund a portion of the class action settlement, and cancellation of 60,000 outstanding director stock options. The settlement also required that we adopt and implement certain corporate governance measures. The settlement did not include any admission of wrongdoing or liability on the part of us or the individual defendants and included a full release of us and the current and former officers and directors in connection with the allegations made in the consolidated federal derivative actions and state court derivative actions.

On June 24, 2016, the U.S. District Court for the District of Oregon entered a final order and partial judgment in In re Galena Biopharma, Inc. Securities Litigation, granting final approval of the settlement awarding attorney’s fees of $4.5 million plus costs, which was paid out of the settlement funds. The settlement agreement provided for a payment of $20 million to the class and the dismissal of all claims against us and the other defendants in connection with the consolidated federal securities class actions. Of the $20 million settlement payment to the class, $16.7 million was paid by our insurance carriers and $3.3 million was paid by us through a combination of $2.3 million in cash and $1 million in shares of our common stock (24,002 shares) issued by us on July 6, 2016. In addition to the $3.3 million settlement payment, the company paid $2.0 million in December 2015 in attorney fees outstanding as a condition of the settlement.

In July 2016, we resolved claims brought by shareholders that relate to the securities litigation mentioned above in one case for $150,000 plus $150,000 in shares (14,563 shares) of our common stock, and in another case for $1.5 million in shares of our common stock (168,337 shares). The shares issued in connection with such settlements are included in the secondary offering filed on July 25, 2016. The settlements did not include any admission of wrongdoing or liability on the part of us or any of the current or former directors and officers and included a full release of us and the current and former directors and officers in connection with the allegations made. We are not aware of any other claims made by shareholders who have opted out of the securities litigation.

On October 13, 2016, we 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. Within the time allowed under the federal rules and statutes, the Company and the other defendants, former and current officers, will respond to the complaints through an appropriate pleading or motion.

A federal investigation of two of the high-prescribing physicians for Abstral (former commercial product) has resulted in the criminal prosecution of the two physicians for alleged violations of the federal False Claims Act and other federal statutes. The criminal trial began in January 2017 and is ongoing. We received a trial subpoena for documents in connection with that investigation and we have been in contact with the U.S. Attorney’s Office for the Southern District of Alabama (SDAL), which is handling the criminal trial, and are cooperating in the production of documents. On April 28, 2016, a second superseding indictment was filed in the criminal case, which added additional information about the defendant physicians and provided information regarding the facts and circumstances involving a rebate agreement between the Company and the defendant physicians’ pharmacy as well as their ownership of our stock. The criminal trial, which began on January 4, 2017, concluded with a jury verdict on February 23, 2017 finding these physicians guilty on 19 of 20 counts; sentencing is 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. Though certain former employees received trial subpoenas to appear at the trial and provide oral testimony, only one former employee testified at the trial. We agreed to reimburse those former employees’ attorney’s fees. To our knowledge, we were not a target or subject of that investigation.

There are also federal and state investigations of a company that has a product that competes with Abstral in the same therapeutic class, and we have learned that the FDA and other governmental agencies are investigating our Abstral promotion practices. On December 16, 2015, we received a subpoena issued by the U.S. Attorney’s Office for the District of New Jersey requesting the production of a broad range of documents pertaining to our marketing and promotional practices for Abstral, the commercial product we sold in the fourth quarter of 2015. We have been in contact with the U.S. Attorney’s Office for the District of New Jersey and the Department of Justice, and we have come to understand that the investigation being undertaken is a criminal investigation in addition to a civil investigation that could ultimately involve the Company as well as one or more former employees. Pursuant to the Company’s charter, we are currently reimbursing certain former employees’ attorney’s fees with respect to the investigation. We are cooperating with the civil and criminal investigation, and through our outside counsel we have begun preliminary discussions with the government aimed at the ultimate resolution of the investigation regarding the Company.

On December 22, 2016, the Company and its former CEO reached an agreement in principle to a proposed settlement that would resolve an investigation by the staff of the Securities and Exchange Commission (SEC) involving conduct in the period 2012-2014 regarding the commissioning of internet publications by outside promotional firms. Under the terms of the proposed settlement framework, the Company and the former CEO would consent to the entry of an administrative order requiring that we and the former CEO 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, and Section 10(b), 13(a), and 13(b)(2)(A) of the Securities Exchange Act of 1934, as amended, and various rules thereunder, without admitting or denying the findings in the order. Based upon the proposed settlement framework, the Company will make a $200,000 penalty payment. In addition to other remedies, the proposed settlement framework would require the former CEO to make a disgorgement and prejudgment interest payment as well as a penalty payment to the Commission. To address the issues raised by the SEC staff’s investigation, in addition to previous governance enhancements we have implemented, we have voluntarily undertaken to implement a number of remedial actions relating to securities offerings and our interactions with investor relations and public relations firms. The proposed settlement is subject to approval by the Commission and would acknowledge our cooperation in the investigation and confirm our voluntary undertaking to continue that cooperation. If the Commission does not approve the settlement, we may need to enter into further discussions with the SEC staff to resolve the investigated matters on different terms and conditions. As a result, there can be no assurance as to the final terms of any resolution including its financial impact or any future adjustment to the financial statements. In response to an indemnification claim by the former CEO, a special committee of our Board of Directors has determined that we are required under Delaware law to indemnify our former CEO for the disgorgement and prejudgment interest payment of approximately $750,000 that he would be required to pay if and when the settlement is approved by the Commission. Any penalty payment that the former CEO will be required to make in connection with this matter ($600,000 under the proposed settlement framework) will be the responsibility of the former CEO.

The litigation settlements are summarized as follows (in thousands):

 
Amount
Class action settlement in 2015
$
20,000

Derivative settlement in 2015
5,000

Shareholders securities litigation settlements in 2016
1,800

SEC settlement in 2016
950

Total settlements
$
27,750

 
 
Payable by the Company in cash as of December 31, 2016
$
950

Paid by the insurance carriers in 2016
21,700

Paid by the Company in cash in 2016
2,450

Paid by the Company in common stock in 2016
2,650

Total settlements
$
27,750


Commitments

The Company acquires assets still in development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below.

These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company the discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. The Company’s contractual obligations that may require future cash payments as of December 31, 2016 are as follows (in thousands):

 
Operating
Leases(1)
 
Non-Cancelable
Employment
Agreements(2)
 
Subtotal
 
Cancelable
License
Agreements(3)
 
Total
2017
$
241

 
$
1,601

 
$
1,842

 
$
1,391

 
$
3,233

2018
246

 

 
246

 
350

 
596

2019
251

 

 
251

 
350

 
601

2020
236

 

 
236

 
7,350

 
7,586

2021 and thereafter

 

 

 
8,815

 
8,815

Total
$
974

 
$
1,601

 
$
2,575

 
$
18,256

 
$
20,831


(1) 
Operating leases are primarily facility and equipment related obligations with third party vendors. Operating lease expenses during the years ended December 31, 2016, 2015, and 2014 were approximately $291,000, $116,000 and $72,000, respectively.
(2) 
Employment agreement obligations include management contracts, as well as scientific advisory board member compensation agreements. Certain agreements, which have been revised from time to time, provide for minimum salary levels, adjusted annually at the discretion of the Compensation Committee, as well as for minimum bonuses that are payable.
(3) 
License agreements generally relate to the company’s obligations with The Board of Regents, University of Texas M.D. Anderson Cancer Center and the Henry M. Jackson Foundation for our oncology therapies and the obligations with Biovascular Inc. and Mills Pharma for our GALE-401 asset. The company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due.

The Company applies the disclosure provisions FASB ASC Topic 460 (“ASC 460”), “ Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," to its agreements that contain guarantee or indemnification clauses. The Company provides (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to us. These indemnifications give rise only to the disclosure provisions of ASC 460. In 2016, the Company has incurred $750,000 as a result of these obligations as a result of its obligation to its former CEO as noted above. Accordingly, the Company has accrued this liability in its financial statements related to these indemnifications.
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, privileges and restrictions, including voting rights, dividend 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.

Issuances of common stock are as follows:

November 2014 Purchase Agreement with Lincoln Park Capital, LLC - On November 18, 2014, the Company entered into a purchase 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 purchase 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. In addition to the LPC’s initial purchase of our common stock under the purchase agreement, during 2014, we received net proceeds of $8.5 million from LPC’s subsequent purchases of a total of 230,000 shares of our common stock, excluding the commitment fee shares. During the years ended December 31, 2016 and 2015 we received $0.8 million and $4.4 million by issuing 150,000 and 135,000 shares of our common stock, respectively. On February 6, 2017, Purchase Agreement was amended to the total value of common stock that the Company may sell to LPC from $55,000,000 to $15,600,000.

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. The ATM is available to the Company until it is terminated by the Agents, or the Company. During the years ended December 31, 2016 and 2015 we received $0.9 million and $2.3 million by issuing 334,000 and 72,000 shares of our common stock. During the year ended December 31, 2014, we received $2.3 million in net proceeds from the sale of 70,000 shares of our common stock through the ATM. On December 4, 2015 we replenished the ATM limit up to $20 million in gross proceeds available for future sales of our common stock.

March 2015 Underwritten Public Offering - On March 18, 2015 the Company closed an underwritten public offering of 1,217,948 units at a price to the public of $31.20 per unit for gross proceeds of $38 million (the "March 2015 Offering"). Each unit consists of one share of common stock, and a warrant to purchase 0.50 of a share of common stock at an exercise price of $41.60 per share. The March 2015 Offering included an over-allotment option for the underwriters to purchase an additional 182,692 shares of common stock and/or warrants to purchase up to 91,346 shares of common stock. On March 18, 2015, the underwriters exercised their over-allotment option to purchase warrants to purchase an aggregate of 91,346 shares of common stock. On April 10, 2015, the underwriters exercised their over-allotment option to purchase 182,692 shares of common stock for additional net proceeds of $5.4 million. The total net proceeds of the March 2015 Offering, including the exercise of the over-allotment option to purchase the warrants, were $40.8 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

January 2016 Underwritten Public Offering - On January 12, 2016 the Company closed an underwritten public offering of 988,636 units at a price to the public of $22.00 per unit for gross proceeds of $21.8 million ("January 2016 Offering"). Each unit consists of one share of common stock, and a warrant to purchase 0.60 of a share of common stock at an exercise price of $28.40 per share. The January 2016 Offering included an over-allotment option for the underwriters to purchase an additional 148,295 shares of common stock and/or warrants to purchase up to 88,977 shares of common stock. On January 12, 2016, the underwriters exercised their over-allotment option to purchase warrants to purchase an aggregate of 88,977 shares of common stock. The underwriters did not exercise their over-allotment option to purchase 148,295 shares of our common stock. The total net proceeds of the January 2016 Offering, including the exercise of the over-allotment option to purchase the warrants, were $20.2 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company.

July 2016 Registered Direct Offering - On July 13, 2016, we closed the sale to certain institutional investors of 1,400,000 shares of common stock at a purchase price per share of $9.00 in a registered direct offering, and warrants to purchase up to 700,000 shares of common stock with an exercise price of $13.00 per share in a concurrent private placement. The warrants are initially exercisable six months and one day following issuance and have a term of five years from the date of issuance. The net proceeds to Galena after deducting placement agent fees and estimated offering expenses were approximately $11.7 million.

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 will be issued separately and will be 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.
Stock Based Compensation
Stock Based Compensation
Stock-Based Compensation

Options to Purchase Shares of Common Stock — The Company follows the provisions ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options and warrants granted in consideration for services rendered by non-employees, the company recognizes compensation expense in accordance with the requirements of ASC Topic 505-50. Non-employee option and warrant grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to vesting, the value of these options and warrants, as calculated using the Black-Scholes option-pricing model, is being re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options and warrants granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options and warrants are fully vested.

The following table summarizes the components of stock-based compensation expense in the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016, 2015, and 2014 (in thousands):

 
2016
 
2015
 
2014
Research and development
$
298

 
$
350

 
$
484

General and administrative
1,966

 
1,591

 
4,903

Total stock-based compensation
$
2,264

 
$
1,941

 
$
5,387



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:
 
 
2016
 
2015
 
2014
Risk free interest rate
1.47
%
 
1.67
%
 
2.01
%
Volatility
102.62
%
 
73.97
%
 
79.37
%
Expected lives (years)
5.93

 
6.16

 
6.16

Expected dividend yield
0.00
%
 
0.00
%
 
0.00
%


The weighted-average fair value of options granted during the years ended December 31, 2016 and 2015 was $6.09 and $21.40 per share, respectively.

The Company’s expected common stock price volatility assumption is based upon the 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 of paying cash dividends in the future. 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 December 31, 2016, there was $2,295,000 of unrecognized compensation cost related to outstanding options that is expected to be recognized as a component of the Company’s operating expenses over a weighted-average period of 2.30 years.

As of December 31, 2016, an aggregate of 1,325,000 shares of common stock were reserved for issuance under the Company’s 2016 Incentive Plan, including 561,000 shares subject to outstanding common stock options granted under the plan and 501,000 shares available for future grants. On July 14, 2016, shareholders approved the 2016 Incentive Plan. The 2016 Incentive Plan replaced the 2007 Incentive Plan that expired on February 23, 2017. The administrator of the plan determines the times when an option may become exercisable. Vesting periods of options granted to date have not exceeded four years. The options generally will expire, unless previously exercised, no later than ten years from the grant date.

The following table summarizes option activity of the company:
 
 
Total
Number of
Shares
(In Thousands)
 
Weighted
Average
Exercise
Price
Outstanding at December 31, 2015
663

 
$
51.60

Granted
146

 
9.40

Exercised
(8
)
 
31.44

Cancelled
(240
)
 
50.28

Outstanding at December 31, 2016
561

 
$
41.50

Options exercisable at December 31, 2016
329

 
$
56.06



The weighted average remaining contractual life of options outstanding as of December 31, 2016, 2015, and 2014 was 7.02, 7.63, and 7.35 years, respectively. The weighted average remaining contractual life of options exercisable as of December 31, 2016, 2015, and 2014 was 5.52, 6.20, and 6.51 years, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2016, 2015, and 2014 was $0, $539,000, and $610,000, respectively. The aggregate intrinsic value of exercisable options as of December 31, 2016, 2015, and 2014 was $0, $518,000, and $509,000, respectively. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the Company's common stock and the exercise price of the underlying options.

The aggregate intrinsic value of options exercised during the years ended December 31, 2016, 2015, and 2014 was $56,000, $37,000, and $13,429,000 respectively.

Employee Stock Purchase Plan — The Company also has an employee stock purchase plan (“ESPP”) which allows employees to contribute up to 15% of their cash earnings, subject to certain maximums, to be used to purchase shares of our common stock on each semi-annual purchase date. The purchase price is equal to 85% of the market value per share on either the first or last day of the semi-annual period, whichever is lower. Our ESPP is non-compensatory pursuant to the provisions of generally accepted accounting principles for share-based compensation expense. The ESPP contains an “evergreen provision” with annual increases in the number of shares available for issuance on the first day of each year through January 1, 2015 equal to the lesser of: (a) 12,500 shares increased on each anniversary of the adoption of the Plan by 1% of the total shares of stock then outstanding and (b) 50,000 shares. As of December 31, 2016, an aggregate of 20,930 shares of common stock were authorized and available for future issuance under the ESPP. The Company has issued 29,070 shares under the ESPP through December 31, 2016.
Restricted Stock Units — In addition to options to purchase shares of common stock, the Company may grant restricted stock units (“RSU”) as part of its compensation package. If granted, each RSU would be granted at the fair market value of the Company's common stock on the date of grant. Vesting is determined on a grant-by-grant basis. There were no RSUs outstanding as of December 21, 2016 and 2015.
Warrants
Warrants
Warrants

The following is a summary of warrant activity for the years ended December 31, 2016 and 2015 (in thousands):

Warrant Issuance
Outstanding, December 31, 2015
 
Granted
 
Exercised
 
Expired
 
Outstanding, December 31, 2016
 
Expiration
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
31

 

 
(18
)
 

 
13

 
April 2017
March 2011
9

 

 
(1
)
 
(8
)
 

 
March 2016
March 2010
1

 

 

 
(1
)
 

 
March 2016
Other
24

 
100

 

 

 
124

 
November 2021
 
1,116

 
1,482

 
(19
)
 
(9
)
 
2,570

 
 

Warrant Issuance
Outstanding, January 1, 2015
 
Granted
 
Exercised
 
Expired
 
Outstanding, December 31, 2015
 
Expiration
March 2015

 
700

 

 

 
700

 
March 2020
September 2013
199

 

 

 

 
199

 
September 2018
December 2012
152

 

 

 

 
152

 
December 2017
April 2011
31

 

 

 

 
31

 
April 2017
March 2011
9

 

 

 

 
9

 
March 2016
March 2010
1

 

 

 

 
1

 
March 2016
Other
36

 

 

 
(12
)
 
24

 
November 2021
 
428

 
700

 

 
(12
)
 
1,116

 
 


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 July 2016, January 2016, March 2015, September 2013, December 2012, April 2011, March 2011, March 2010 and August 2009. 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 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 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
%
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015
Warrant Issuance
Outstanding
 
Strike price
 
Expected term
 
Volatility %
 
Risk-free rate %
March 2015
700

 
$
41.60

 
4.22
 
75.85
%
 
1.58
%
September 2013
199

 
$
50.00

 
2.72
 
74.70
%
 
1.24
%
December 2012
152

 
$
31.60

 
1.98
 
76.37
%
 
1.05
%
April 2011
31

 
$
13.00

 
1.31
 
65.60
%
 
0.77
%
March 2011
9

 
$
13.00

 
0.18
 
47.98
%
 
%
March 2010
1

 
$
40.04

 
0.24
 
71.41
%
 
%

The Company’s expected volatility is based on a combination of 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 years ended December 31, 2016 and 2015 were as follows (in thousands):
 
Warrant Issuance
Warrant liability, December 31, 2015
 
Fair value of warrants granted
 
Fair value of warrants exercised
 
Change in fair value of warrants
 
Warrant liability, December 31, 2016
July 2016
$

 
$
4,296

 
$

 
$
(3,543
)
 
$
753

January 2016

 
5,590

 

 
(5,061
)
 
529

March 2015
10,337

 

 

 
(9,905
)
 
432

September 2013
1,933

 

 

 
(1,852
)
 
81

December 2012
1,565

 

 

 
(1,500
)
 
65

April 2011
537

 

 
(278
)
 
(259
)
 

March 2011
144

 

 
(46
)
 
(98
)
 

March 2010
2

 

 

 
(2
)
 

 
$
14,518

 
$
9,886

 
$
(324
)
 
$
(22,220
)
 
$
1,860


Warrant Issuance
Warrant liability, January 1, 2015
 
Fair value of warrants granted
 
Fair value of warrants exercised
 
Change in fair value of warrants
 
Warrant liability, December 31, 2015
March 2015

 
10,296

 

 
41

 
10,337

September 2013
2,560

 

 

 
(627
)
 
1,933

December 2012
2,027

 

 

 
(462
)
 
1,565

April 2011
625

 

 

 
(88
)
 
537

March 2011
144

 

 

 

 
144

March 2010
2

 

 

 

 
2

 
5,358

 
10,296

 

 
(1,136
)
 
14,518


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 our 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, we issued 100,000 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 we have 15,000 outstanding warrants issued to service providers with a weighted average exercise price of $79.40 as of December 31, 2016 and 2015. 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.
Net Loss Per Share
Net Loss Per Share
Net Loss Per Share

The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260 “Earnings per Share.” Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants.

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):
 
 
December 31,
 
2016
 
2015
Warrants to purchase common stock
2,570

 
1,115

Options to purchase common stock
561

 
663

Total
3,131

 
1,778

Income Taxes
Income Taxes
Income Taxes
The components of federal and state income tax expense are as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
 
2014
Current
 
 
 
 
 
 
Federal
 
$

 
$

 
$

State
 

 

 

Total current
 

 

 

Deferred expense
 
 
 
 
 
 
Federal
 
210

 
332

 

State
 
33

 
33

 

Total deferred
 
243

 
365

 

Total income tax expense
 
$
243

 
$
365

 
$


The components of net deferred tax assets are as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
Net operating loss carryforwards
 
$
97,168

 
$
75,221

Tax credit carryforwards
 
4,083

 
3,866

Stock based compensation
 
5,757

 
5,050

Other
 
58

 
1,430

Licensing deduction deferral
 
10,263

 
9,910

Gross deferred tax assets
 
117,329

 
95,477

Valuation allowance
 
(117,329
)
 
(95,477
)
Net deferred tax asset
 
$

 
$


The components of net deferred tax liabilities are as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
In-process research and development not subject to future amortization for tax purposes
 
$
5,661

 
$
5,418

Gross deferred tax liability
 
$
5,661

 
$
5,418



The provision for income taxes differs from the provision computed by applying the federal statutory rate to net loss before income taxes as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
 
2014
Expected federal income tax benefit
 
$
(7,977
)
 
$
(21,603
)
 
$
(12,447
)
State income taxes after credits
 
(1,575
)
 
(2,375
)
 
(1,283
)
Unrealized gain on marketable securities
 

 

 

Changes in warrant value
 
(8,728
)
 
(456
)
 
(6,503
)
Stock compensation
 
(1,782
)
 
508

 
3,996

Effect of change in valuation allowance
 
21,852

 
24,029

 
17,275

Income tax credits
 
(217
)
 
(276
)
 
(42
)
Other
 
(1,330
)
 
538

 
(996
)
 
 
$
243

 
$
365

 
$


The Company has incurred net operating losses from inception. At December 31, 2016, the Company had domestic federal and state net operating loss carryforwards of approximately $251.5 million and $200.0 million, respectively, available to reduce future taxable income, which expire at various dates beginning in 2016 through 2036. The Company also had federal and state research and development tax credit carryforwards of approximately $2.6 million and $2.5 million, respectively, available to reduce future tax liabilities and which expire at various dates beginning in 2023 through 2035. The income tax expense for the year ended December 31, 2016 relates to indefinite lived deferred tax liabilities.
At December 31, 2016, approximately $1.4 million of the Company's net operating loss carryforwards were generated as a result of deductions related to the exercises of stock options. If utilized, this portion of the Company's carryforwards, as tax effected, will be accounted for as a direct increase to contributed capital rather than as a reduction of that year's provision for income taxes. Net operating loss carryforwards created by excess tax benefits from the exercise of stock options are not recorded as deferred tax assets.
Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable.
Based on an assessment of all available evidence including, but not limited to the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred income tax valuation allowance has been recorded against these assets. The valuation allowance increased by $21.8 million and $24.2 million for the years ended December 31, 2015 and 2014, respectively.
The Company files income tax returns in the U.S. federal, Massachusetts, Colorado, California, Connecticut, Georgia, Oregon, and Texas jurisdictions. The Company is subject to tax examinations for the 2012 tax year and beyond. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expense.
License Agreements
License Agreements
License Agreements

As part of its business, the Company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the licensed asset through development and commercial stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency, and the Company may be required to make royalty payments based upon a percentage of net sales of the product. The expenditures required under these arrangements in any period may be material and are likely to fluctuate from period to period.

These arrangements sometimes permit the Company to unilaterally terminate development of the product and thereby avoid future contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives.

In conjunction with the acquisition of NeuVax, the Company acquired rights and assumed obligations under a license agreement among Apthera and The University of Texas M. D. Anderson Cancer Center (“MDACC”) and The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. (“HJF”) which grants exclusive worldwide rights to a U.S. patent covering the nelipepimut-S peptide and several U.S. and foreign patents and patent applications covering methods of using the peptide as a vaccine. Under the terms of this license, we are required to pay an annual maintenance fee of $200,000, clinical milestone payments including $200,000 upon commencement of the Phase 3 PRESENT trial of NeuVax and royalty payments based on sales of NeuVax or other therapeutic products developed from the licensed technologies.

Effective December 3, 2012, we entered into a license and supply agreement with ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals (“ABIC”), under which we granted ABIC exclusive rights to seek marketing approval in Israel for our NeuVax product candidate for intradermal injection for the treatment of breast cancer following its approval by the FDA or the European Medicines Agency, and to market, sell and distribute NeuVax in Israel assuming such approval is obtained. ABIC’s rights also include a right of first refusal in Israel for all future indications for which NeuVax may be approved. Under the license and supply agreement, ABIC will assume responsibility for regulatory registration of NeuVax in Israel, provide financial support for local development, and commercialize the product in the region in exchange for making royalty payments to us based on future sales of NeuVax. ABIC also agrees in the license and supply agreement to purchase from us all supplies of NeuVax at a price determined according to a specified formula.

On November 19, 2015, Galena Biopharma, Inc. (the “Company”) and Sentynl Therapeutics Inc., a Delaware corporation (“Sentynl”), entered into and closed upon an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to Sentynl and Sentynl agreed to purchase from the Company, certain assets of the Company related to and including its Abstral® (fentanyl) sublingual tablets product (“Abstral”). The assets sold and assigned to Sentynl pursuant to the Purchase Agreement included all of the Company’s rights and interests in the Asset Purchase Agreement by and between the Company and Orexo AB (“Orexo”) dated March 15, 2013, and the License Agreement by and between the Company and Orexo dated March 18, 2013 (collectively, the “Orexo Agreements”). The Company’s future obligations under the Orexo Agreements were assumed by Sentynl pursuant to such assignment. The Purchase Agreement further provides that the Company will continue to be responsible for any pre-closing liabilities and obligations related to Abstral, as well for certain channel liabilities related to Abstral for a period of time post-closing. In connection with the transactions contemplated by the Purchase Agreement, the Company assigned to Sentynl all of its rights to and interests in the Orexo Agreements. In connection with such assignment, Orexo released the Company from any future liabilities and obligations under the Orexo Agreements.
 
The total potential consideration payable to the Company under the Purchase Agreement is $12 million, comprised of an $8 million upfront payment and up to an aggregate of $4 million, consisting of two one-time payments based on Sentynl's achievement of "net sales" of Abstral in amounts ranging from $25 million to $35 million.

On January 12, 2014, we acquired worldwide rights to anagrelide controlled release (CR) formulation, which we renamed GALE-401, through our acquisition of Mills Pharmaceuticals, LLC ("Mills"), and Mills became a wholly owned subsidiary. GALE-401 contains the active ingredient anagrelide, an FDA-approved product that has been in use since the late 1990s for the treatment of myleoproliferative neoplasms (MPNs). Mills holds an exclusive license to develop and commercialize anagrelide CR formulation, pursuant to a license agreement with BioVascular, Inc. Under the terms of the license agreement, Mills has agreed to pay BioVascular, Inc. a mid-to-low single digit royalty on net revenue from the sale of licensed products as well as future cash milestone payments based on the achievement of specified regulatory milestones. We are responsible for patent prosecution and maintenance.

On December 17, 2015, Galena Biopharma, Inc. (the “Company”) and Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (“Midatech”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to Midatech and Midatech agreed to purchase from the Company, certain assets of the Company related to and including its Zuplenz® (ondansetron) Oral Soluble Film (“Zuplenz”). The assets to be sold and assigned to Midatech pursuant to the Purchase Agreement include all of the Company’s rights and interests in the License and Supply Agreement by and between the Company and MonoSol Rx, LLC (“MonoSol”) dated July 17, 2014 (the “MonoSol License”). The Company’s future obligations under the MonoSol agreement will be assumed by Midatech pursuant to such assignment. The Purchase Agreement further provides that the Company will continue to be responsible for any pre-closing liabilities and obligations related to Zuplenz, as well for certain channel liabilities related to Zuplenz for a period of time post-closing. The transaction was completed on December 24, 2015.

The total potential consideration payable to the Company under the Purchase Agreement is $29.75 million, comprised of a $3.75 million upfront payment upon the closing and up to an aggregate of $26 million, consisting of four one-time payments based on Midatech's achievement of "net sales" of Zuplenz in amounts ranging from $12 million to $70 million.

Through a separate agreement with MonoSol entered into on December 16, 2015 (the “MonoSol License Amendment”), (i) the Company and MonSol agreed to amend the MonoSol License in order to reduce the number of field representatives that the Company is required to maintain with respect to Zuplenz, and (ii) the Company agreed to pay MonoSol $900,000 of the upfront fee payable to the Company under the Purchase Agreement and 20% of any future milestone payments received by the Company under the Purchase Agreement.

On December 24, 2015, the Company and Midatech closed upon the Purchase Agreement. In connection with the closing of the transactions contemplated by the Purchase Agreement, the Company assigned to Midatech all of its rights to and interests in the Company’s License and Supply Agreement, dated July 17, 2014 (the “MonoSol License”). As a result of such assignment, Midatech assumed all of the Company’s obligations under the MonoSol License.
Significant Customers and Concentration of Credit Risk
Significant Customer and Concentration of Credit Risk
Significant Customers and Concentration of Credit Risk

The company is engaged in the business of developing and commercializing pharmaceutical products. The company has recognized revenue from only one commercial product, Abstral, available in six dosing strengths, and all sales reported are in the United States.

The percentage of product sales to our customer that represented 10% or more of revenue in at least one of the periods presented, is as follows:
 
 
Year ended December 31,
 
 
2014
 
2013
Customer A
 
43
%
 
25
%
Customer B
 
18
%
 
6
%
Customer C
 
14
%
 
26
%
Customer D
 
11
%
 
34
%


There were no product sales during the year ended December 31, 2012.

The following accounts represented 10% or more of total accounts receivable in at least one of the periods presented:
 
 
December 31,
 
 
2014
 
2013
Customer A
 
24
%
 
25
%
Customer B
 
31
%
 
1
%
Customer C
 
16
%
 
11
%
Customer D
 
21
%
 
54
%
Related Party Transactions
Related Party Transactions
Related Party Transactions
From 2011 to 2016, the Company retained TroyGould PC as outside corporate counsel. Sanford J. Hillsberg, the Chairman of Galena, is a senior lawyer with TroyGould PC. The Company incurred $209,000, $577,000, and $533,000 for services provided by TroyGould PC during the years ended December 31, 2016, 2015, and 2014, respectively. At December 31, 2015, Galena owed $20,000 to TroyGould PC. There was no payable to TroyGould PC as of December 31, 2016.
Employee Benefit Plan
Employee Benefit Plan
Employee Benefit Plan

The Company sponsors a 401(k) retirement savings plan (the “Plan”). Participation in the Plan is available to full-time employees who meet eligibility requirements. Eligible employees may defer a portion of their salary as defined by Internal Revenue Service regulations. The Company may make matching contributions on behalf of all participants in the 401(k) Plan in an amount determined by the Company’s Board of Directors. The Company may also make additional discretionary profit sharing contributions in amounts as determined by the Board of Directors, subject to statutory limitations. Matching and profit-sharing contributions, if any, are subject to a vesting schedule; all other contributions are at all times fully vested. The Company intends the 401(k) Plan, and the accompanying trust, to qualify under Sections 401(k) and 501 of the Internal Revenue Code so that contributions by employees to the 401(k) Plan, and income earned (if any) on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan, and so that the Company will be able to deduct its contributions, if any, when made. The trustee under the 401(k) Plan, at the direction of each participant, invests the assets of the 401(k) Plan in any of a number of investment options. The Company made matching contributions totaling $108,000 for the year ended December 31, 2016. For the years ended December 31, 2015 and 2014, the Company made matching contributions totaling $115,000 and $70,000, respectively
Selected Quarterly Financial Data (Unaudited)
Selected Quarterly Financial Data (Unaudited)
Selected Quarterly Financial Data (Unaudited)

The following amounts are in thousands, except per share amounts:

 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
2016
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(16,493
)
 
$
5,389

 
$
(6,929
)
 
$
(5,516
)
Net income (loss) per share, basic and diluted
 
$
(1.84
)
 
$
0.59

 
$
(0.66
)
 
$
(0.51
)
 
 
 
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
 
Net revenue
 
$
2,750

 
$
3,382

 
$
2,166

 
$
1,436

Gross profit on net revenue
 
$
2,357

 
$
2,914

 
$
1,454

 
$
1,229

Net loss
 
$
(10,537
)
 
$
(15,660
)
 
$
(18,026
)
 
$
(19,678
)
Net loss per share, basic and diluted
 
$
(1.55
)
 
$
(1.94
)
 
$
(2.23
)
 
$
(2.51
)
Discontinued Operations, Assets Held for Sale (Notes)
Discontinued Operations,Assets Held for Sale
Discontinued Operations

As part of the Company's strategic objective to focus its resources on its development pipeline, our management and Board of Directors decided and committed to pursue a plan to sell or otherwise divest the Company’s commercial business during the third quarter of 2015. The Company’s commercial business was comprised of two products: Abstral® (fentanyl) Sublingual Tablets and Zuplenz® (ondansetron) Oral Soluble Film. As described in Note 14, both products were sold in the fourth quarter of 2015.

The Company met the relevant criteria for reporting the commercial business as held for sale and in discontinued operations in the accompanying financial statements pursuant to FASB Topic 205-20, Presentation of Financial Statements--Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The Company assessed the commercial business net asset group for impairment pursuant to FASB Topic 360, as discussed in Note 1, determining that the carrying value exceeded the fair value of the assets, therefore the Company recorded a $8.1 million impairment charge as of September 30, 2015.

The Company entered into an agreement with a third party firm to assist the Company with the divestiture of its commercial operations including identifying potential acquirers. Pursuant to the terms of the agreement, in the event the Company successfully completed a divestiture through the sale of its commercial operations to a third-party, the Company paid a success fee to the third party firm in an amount of $0.9 million, reimbursement for reasonable out-of-pocket expenses and agreed to pay 5% of realized future revenue and payment streams.

The Company entered into compensatory arrangements related to the divestiture of our commercial business with certain members of commercial management. Under the terms of these arrangements, if the Company met certain sales and margin numbers in the fourth quarter of 2015 and successfully completed a divestiture through sale of its commercial operations to a third-party, the Company paid a retention fee to the three employees in a combined total amount equal to $352,000 or 3% of cash consideration received as upfront payment in the transactions. These employees will also receive severance payments equal to one month’s salary for between four and seven months. In addition to these compensatory agreements loss from discontinued operations includes one-time termination benefits provided to employees that were part of the commercial business and did not accept employment opportunities at the companies who purchased Abstral and Zuplenz.

The following table describes the net proceeds from the sale and the assets and liabilities sold, net of selling costs (in thousands):

 
Sale of Abstral and related assets on November 19, 2015

 
Sale of Zuplenz and related assets on December 24, 2015

Net proceeds from sales
 
 
 
Total consideration
$
8,348

 
$
3,750

Less selling costs*
(815
)
 
(1,050
)
Proceeds from sale, net of selling costs
$
7,533

 
$
2,700

*Note selling costs related to the sale of Zuplenz and related assets are included in accrued liabilities and were paid in the first quarter of 2016.

In addition to the upfront proceeds received from the sale of Abstral and Zuplenz and their related assets, the Company is eligible to receive up to $30 million in future milestone payments based on future net revenue of the products. The additional consideration will be recognized in the period that the net revenue milestones are achieved.

The following table presents a reconciliation of the carrying amounts of assets and liabilities of the commercial operations to assets held for sale in the balance sheets (in thousands):
 
2016
 
2015
Carrying amounts of assets included as part of discontinued operations:
Accounts receivable
$
813

 
$
392

Total current assets of discontinued operations
$
813

 
$
392

 
 
 
 
Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable
$
3,115

 
$
1,491

Accrued expenses and other current liabilities
2,944

 
4,434

Total current liabilities of discontinued operations
$
6,059

 
$
5,925


The following table represents the components attributable to the commercial business in 2016, 2015, and 2014 that are presented in the consolidated statements of comprehensive loss as discontinued operations (in thousands):
 
2016
 
2015
 
2014
Net revenue
$

 
$
9,734

 
$
9,319

Cost of revenue

 
(1,780
)
 
(1,403
)
Additional channel obligations
(2,886
)
 

 

Amortization of certain acquired intangible assets

 
(921
)
 
(440
)
Research and development

 
(355
)
 
(680
)
Selling, general, and administrative
(9,562
)
 
(17,655
)
 
(15,118
)
Impairment charge form classification as held for sale

 
(8,071
)
 

Loss on sale of commercial business assets

 
(4,549
)
 

Severance and exit costs

 
(1,349
)
 

Loss from discontinued operations
$
(12,448
)
 
$
(24,946
)
 
$
(8,322
)

Additional channel obligations included in discontinued operations in 2016 is comprised of larger than anticipated rebates of Abstral sales for which we were 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 and was partially offset by lower than expected patient assistance program reimbursement.

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 year ended December 31, 2016 we incurred $9.2 million related to legal fees from external counsel associated with document production for the subpoenas related to the sales and marketing practices of Abstral. See Note 6 for further disclosures related to these legal proceedings.
Subsequent Events
Subsequent Events
Subsequent Events

The Company evaluated all events or transactions that occurred after December 31, 2016 up through the date these financial statements were issued. Other than as disclosed elsewhere in the notes to the condensed consolidated financial statements, the Company did not have any material recognizable or unrecognizable subsequent events.
Business and Basis of Presentation (Policies)
Discontinued Operations - As described in Note 15, during the quarter ended September 30, 2015 the Company met the relevant criteria for reporting the commercial operations as held for sale and in discontinued operations, pursuant to FASB Topic 205-20, Presentation of Financial Statements - Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The Company generally considers assets to be held for sale when (i) the transaction has been approved by the board of directors or management vested with authority to approve the transaction, (ii) the assets are available for immediate sale in their present condition, (iii) the company has initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) the transaction is expected to qualify for recognition as a completed sale, within one year. Following the classification of property and equipment for sale, the Company discontinues depreciating the asset and writes down the asset to the lower of the carrying value or fair market value, if needed. During the quarter ended December 31, 2015, the Company completed the sale of the commercial products and the related assets.

Uses of Estimates in Preparation of Financial Statements — The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Principles of Consolidation — The consolidated financial statements include the accounts of Galena and its wholly owned subsidiaries. All material intercompany accounts have been eliminated in consolidation.
Reclassifications — Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on net loss per share.
Cash and Cash Equivalents — The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts and demand deposits.
Restricted Cash — Restricted cash consists of the minimum cash covenant as required by the debenture certificates of deposit on hand with the Company’s financial institutions as collateral for its corporate credit cards
Fair Value of Financial Instruments — The carrying amounts reported in the balance sheet for cash equivalents, marketable securities, accounts receivable, accounts payable, and capital leases approximate their fair values due to their short-term nature and market rates of interest.


Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets.
Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:
Significant changes in the manner of its use of acquired assets or the strategy for its overall business;
Significant negative industry or economic trends;
Significant decline in stock price for a sustained period; and
Significant decline in market capitalization relative to net book value.

Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the Company will then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its indefinite-lived intangible assets, the Company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.

Intangible assets not considered indefinite-lived are reviewed for impairment when facts or circumstances suggest that the carrying value of these assets may not be recoverable. The Company’s policy is to identify and record impairment losses, if necessary, on intangible product rights when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

The company performed its review for impairment using the qualitative assessment for both goodwill and indefinite-lived intangible assets, and has determined that there has been no impairment to these assets as of December 31, 2016.
Contingent Purchase Price Consideration — Contingent consideration is recorded at the estimated fair value as of the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of comprehensive loss.


Acquisitions and In-Licensing — For all in-licensed products and technologies, we perform an analysis to determine whether we hold a variable interest or a controlling financial interest in a variable interest entity. On the basis of our interpretations and conclusions, we determine whether the acquisition falls under the purview of variable interest entity accounting and if so, consider the necessity to consolidate the acquisition. As of December 31, 2016, we determined there were no variable interest entities required to be consolidated.

We also perform an analysis to determine if the assets and liabilities acquired in an acquisition qualify as a "business." The excess of the purchase price over the fair value of the net assets acquired can only be recognized as goodwill in a business combination.

Patents and Patent Application Costs — Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.
Legal Fees and Insurance Recoveries — There can be a significant time lag between the time that legal fees are incurred and the insurance reimbursement available to offset the related costs. The legal costs are recorded in the period they are incurred, and the insurance recoveries for those costs are recorded in the period when the insurance reimbursement is deemed probable.
Share-based Compensation — The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including stock options and warrants. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options and warrants granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “Equity Based Payments to Non- Employees.” Non-employee option and warrant grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to vesting, the value of these options and warrants, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options and warrants granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.
Research and Development Expenses — Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments, and clinical trial expenses.

Clinical trial expenses include direct costs associated with contract research organizations ("CROs"), as well as patient-related costs at sites at which our trials are being conducted.

Direct costs associated with our CROs are generally payable on a time and materials basis, or when certain enrollment and monitoring milestones are achieved. Expense related to a milestone is recognized in the period in which the milestone is achieved or in which we determine that it is more likely than not that it will be achieved.

The invoicing from clinical trial sites can lag several months. We accrue these site costs based on our estimate of upfront set-up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.
Income Taxes — The Company recognizes liabilities or assets for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740-10 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The Company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the company’s income tax provision or benefit. The recognition and measurement of benefits related to the company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the company’s assumptions or changes in the company’s assumptions in future periods are recorded in the period they become known.
Concentrations of Credit Risk — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances in several accounts with two banks, which at times are in excess of federally insured limits. As of December 31, 2016, the company’s cash equivalents were invested in money market mutual funds. The Company’s investment policy does not allow investment in any debt securities rated less than “investment grade” by national ratings services. The Company has not experienced any losses on its deposits of cash and cash equivalents.

Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are defined as follows:
Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.
Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The Company categorized its cash equivalents and marketable securities as Level 1 inputs. The valuations for Level 1 were determined based on a “market approach” using quoted prices in active markets for identical assets. Valuation of these assets does not require a significant degree of judgment. The Company categorized its warrants potentially settleable in cash as Level 2 inputs. The warrants are measured at market value on a recurring basis and are being marked to market each quarter-end until they are completely settled. The warrants are valued using an appropriate pricing model, using assumptions consistent with our application of ASC 718. The contingent purchase price consideration is categorized as Level 3 inputs and is measured at its estimated fair value on a recurring basis and is adjusted at each quarter-end until it is completely settled. The contingent price consideration is valued based on the expected timing of milestones, the expected probability of success for each milestone and discount rates based on a corporate debt interest rate index publicly issued.
Net Loss Per Share

The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260 “Earnings per Share.” Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants.
Fair Value Measurements (Tables)
 
December 31, 2016
 
Level 1
 
Level 2
 
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

 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
29,171

 
$
29,171

 
$

 
$

Total assets measured and recorded at fair value
$
29,171

 
$
29,171

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Warrants potentially settleable in cash
$
14,518

 
$

 
$
14,518

 
$

Contingent purchase price consideration
6,142

 

 

 
6,142

Total liabilities measured and recorded at fair value
$
20,660

 
$

 
$
14,518

 
$
6,142

A reconciliation of the beginning and ending Level 3 liabilities for the years ended December 31, 2016 and 2015 is as follows (in thousands):
 
 
Fair Value
Measurements
Using Significant
Unobservable
Inputs
(Level 3)
Balance, January 1, 2015
$
6,651

Change in the estimated fair value of the contingent purchase price consideration
(509
)
Balance, December 31, 2015
6,142

Change in the estimated fair value of the contingent purchase price consideration
(5,047
)
Balance at December 31, 2016
$
1,095

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):

 
December 31,
 
2016
 
2015
Clinical development expense
$
3,088

 
$
3,294

Professional fees
229

 
435

Compensation and related benefits
975

 
1,535

Interest expense

 
28

Accrued expenses and other current liabilities
$
4,292

 
$
5,292

Commitments and Contingencies (Tables)
The litigation settlements are summarized as follows (in thousands):

 
Amount
Class action settlement in 2015
$
20,000

Derivative settlement in 2015
5,000

Shareholders securities litigation settlements in 2016
1,800

SEC settlement in 2016
950

Total settlements
$
27,750

 
 
Payable by the Company in cash as of December 31, 2016
$
950

Paid by the insurance carriers in 2016
21,700

Paid by the Company in cash in 2016
2,450

Paid by the Company in common stock in 2016
2,650

Total settlements
$
27,750

The Company’s contractual obligations that may require future cash payments as of December 31, 2016 are as follows (in thousands):

 
Operating
Leases(1)
 
Non-Cancelable
Employment
Agreements(2)
 
Subtotal
 
Cancelable
License
Agreements(3)
 
Total
2017
$
241

 
$
1,601

 
$
1,842

 
$
1,391

 
$
3,233

2018
246

 

 
246

 
350

 
596

2019
251

 

 
251

 
350

 
601

2020
236

 

 
236

 
7,350

 
7,586

2021 and thereafter

 

 

 
8,815

 
8,815

Total
$
974

 
$
1,601

 
$
2,575

 
$
18,256

 
$
20,831


(1) 
Operating leases are primarily facility and equipment related obligations with third party vendors. Operating lease expenses during the years ended December 31, 2016, 2015, and 2014 were approximately $291,000, $116,000 and $72,000, respectively.
(2) 
Employment agreement obligations include management contracts, as well as scientific advisory board member compensation agreements. Certain agreements, which have been revised from time to time, provide for minimum salary levels, adjusted annually at the discretion of the Compensation Committee, as well as for minimum bonuses that are payable.
(3) 
License agreements generally relate to the company’s obligations with The Board of Regents, University of Texas M.D. Anderson Cancer Center and the Henry M. Jackson Foundation for our oncology therapies and the obligations with Biovascular Inc. and Mills Pharma for our GALE-401 asset. The company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due.
Stock Based Compensation (Tables)
The following table summarizes the components of stock-based compensation expense in the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016, 2015, and 2014 (in thousands):

 
2016
 
2015
 
2014
Research and development
$
298

 
$
350

 
$
484

General and administrative
1,966

 
1,591

 
4,903

Total stock-based compensation
$
2,264

 
$
1,941

 
$
5,387

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:
 
 
2016
 
2015
 
2014
Risk free interest rate
1.47
%
 
1.67
%
 
2.01
%
Volatility
102.62
%
 
73.97
%
 
79.37
%
Expected lives (years)
5.93

 
6.16

 
6.16

Expected dividend yield
0.00
%
 
0.00
%
 
0.00
%
The following table summarizes option activity of the company:
 
 
Total
Number of
Shares
(In Thousands)
 
Weighted
Average
Exercise
Price
Outstanding at December 31, 2015
663

 
$
51.60

Granted
146

 
9.40

Exercised
(8
)
 
31.44

Cancelled
(240
)
 
50.28

Outstanding at December 31, 2016
561

 
$
41.50

Options exercisable at December 31, 2016
329

 
$
56.06

Warrants (Tables)
The following is a summary of warrant activity for the years ended December 31, 2016 and 2015 (in thousands):

Warrant Issuance
Outstanding, December 31, 2015
 
Granted
 
Exercised
 
Expired
 
Outstanding, December 31, 2016
 
Expiration
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
31

 

 
(18
)
 

 
13

 
April 2017
March 2011
9

 

 
(1
)
 
(8
)
 

 
March 2016
March 2010
1

 

 

 
(1
)
 

 
March 2016
Other
24

 
100

 

 

 
124

 
November 2021
 
1,116

 
1,482

 
(19
)
 
(9
)
 
2,570

 
 

Warrant Issuance
Outstanding, January 1, 2015
 
Granted
 
Exercised
 
Expired
 
Outstanding, December 31, 2015
 
Expiration
March 2015

 
700

 

 

 
700

 
March 2020
September 2013
199

 

 

 

 
199

 
September 2018
December 2012
152

 

 

 

 
152

 
December 2017
April 2011
31

 

 

 

 
31

 
April 2017
March 2011
9

 

 

 

 
9

 
March 2016
March 2010
1

 

 

 

 
1

 
March 2016
Other
36

 

 

 
(12
)
 
24

 
November 2021
 
428

 
700

 

 
(12
)
 
1,116

 
 
The fair value of the warrants is estimated using an appropriate pricing model with the following inputs:
 
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
%
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015
Warrant Issuance
Outstanding
 
Strike price
 
Expected term
 
Volatility %
 
Risk-free rate %
March 2015
700

 
$
41.60

 
4.22
 
75.85
%
 
1.58
%
September 2013
199

 
$
50.00

 
2.72
 
74.70
%
 
1.24
%
December 2012
152

 
$
31.60

 
1.98
 
76.37
%
 
1.05
%
April 2011
31

 
$
13.00

 
1.31
 
65.60
%
 
0.77
%
March 2011
9

 
$
13.00

 
0.18
 
47.98
%
 
%
March 2010
1

 
$
40.04

 
0.24
 
71.41
%
 
%

The changes in fair value of the warrant liability for the years ended December 31, 2016 and 2015 were as follows (in thousands):
 
Warrant Issuance
Warrant liability, December 31, 2015
 
Fair value of warrants granted
 
Fair value of warrants exercised
 
Change in fair value of warrants
 
Warrant liability, December 31, 2016
July 2016
$

 
$
4,296

 
$

 
$
(3,543
)
 
$
753

January 2016

 
5,590

 

 
(5,061
)
 
529

March 2015
10,337

 

 

 
(9,905
)
 
432

September 2013
1,933

 

 

 
(1,852
)
 
81

December 2012
1,565

 

 

 
(1,500
)
 
65

April 2011
537

 

 
(278
)
 
(259
)
 

March 2011
144

 

 
(46
)
 
(98
)
 

March 2010
2

 

 

 
(2
)
 

 
$
14,518

 
$
9,886

 
$
(324
)
 
$
(22,220
)
 
$
1,860


Warrant Issuance
Warrant liability, January 1, 2015
 
Fair value of warrants granted
 
Fair value of warrants exercised
 
Change in fair value of warrants
 
Warrant liability, December 31, 2015
March 2015

 
10,296

 

 
41

 
10,337

September 2013
2,560

 

 

 
(627
)
 
1,933

December 2012
2,027

 

 

 
(462
)
 
1,565

April 2011
625

 

 

 
(88
)
 
537

March 2011
144

 

 

 

 
144

March 2010
2

 

 

 

 
2

 
5,358

 
10,296

 

 
(1,136
)
 
14,518


Net Loss Per Share (Tables)
Common Shares Excluded from Net 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):
 
 
December 31,
 
2016
 
2015
Warrants to purchase common stock
2,570

 
1,115

Options to purchase common stock
561

 
663

Total
3,131

 
1,778

Income Taxes (Tables)
The components of federal and state income tax expense are as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
 
2014
Current
 
 
 
 
 
 
Federal
 
$

 
$

 
$

State
 

 

 

Total current
 

 

 

Deferred expense
 
 
 
 
 
 
Federal
 
210

 
332

 

State
 
33

 
33

 

Total deferred
 
243

 
365

 

Total income tax expense
 
$
243

 
$
365

 
$

The components of net deferred tax assets are as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
Net operating loss carryforwards
 
$
97,168

 
$
75,221

Tax credit carryforwards
 
4,083

 
3,866

Stock based compensation
 
5,757

 
5,050

Other
 
58

 
1,430

Licensing deduction deferral
 
10,263

 
9,910

Gross deferred tax assets
 
117,329

 
95,477

Valuation allowance
 
(117,329
)
 
(95,477
)
Net deferred tax asset
 
$

 
$

The components of net deferred tax liabilities are as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
In-process research and development not subject to future amortization for tax purposes
 
$
5,661

 
$
5,418

Gross deferred tax liability
 
$
5,661

 
$
5,418

The provision for income taxes differs from the provision computed by applying the federal statutory rate to net loss before income taxes as follows (in thousands):
 
 
 
As of December 31,
 
 
2016
 
2015
 
2014
Expected federal income tax benefit
 
$
(7,977
)
 
$
(21,603
)
 
$
(12,447
)
State income taxes after credits
 
(1,575
)
 
(2,375
)
 
(1,283
)
Unrealized gain on marketable securities
 

 

 

Changes in warrant value
 
(8,728
)
 
(456
)
 
(6,503
)
Stock compensation
 
(1,782
)
 
508

 
3,996

Effect of change in valuation allowance
 
21,852

 
24,029

 
17,275

Income tax credits
 
(217
)
 
(276
)
 
(42
)
Other
 
(1,330
)
 
538

 
(996
)
 
 
$
243

 
$
365

 
$

Significant Customers and Concentration of Credit Risk (Tables)
Schedules of Concentration of Risk, by Risk Factor
The percentage of product sales to our customer that represented 10% or more of revenue in at least one of the periods presented, is as follows:
 
 
Year ended December 31,
 
 
2014
 
2013
Customer A
 
43
%
 
25
%
Customer B
 
18
%
 
6
%
Customer C
 
14
%
 
26
%
Customer D
 
11
%
 
34
%
The following accounts represented 10% or more of total accounts receivable in at least one of the periods presented:
 
 
December 31,
 
 
2014
 
2013
Customer A
 
24
%
 
25
%
Customer B
 
31
%
 
1
%
Customer C
 
16
%
 
11
%
Customer D
 
21
%
 
54
%
Selected Quarterly Financial Data (Unaudited) (Tables)
Schedule of Quarterly Financial Data (Unaudited)
The following amounts are in thousands, except per share amounts:

 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
4th Quarter
2016
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(16,493
)
 
$
5,389

 
$
(6,929
)
 
$
(5,516
)
Net income (loss) per share, basic and diluted
 
$
(1.84
)
 
$
0.59

 
$
(0.66
)
 
$
(0.51
)
 
 
 
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
 
Net revenue
 
$
2,750

 
$
3,382

 
$
2,166

 
$
1,436

Gross profit on net revenue
 
$
2,357

 
$
2,914

 
$
1,454

 
$
1,229

Net loss
 
$
(10,537
)
 
$
(15,660
)
 
$
(18,026
)
 
$
(19,678
)
Net loss per share, basic and diluted
 
$
(1.55
)
 
$
(1.94
)
 
$
(2.23
)
 
$
(2.51
)
Discontinued Operations, Assets Held for Sale (Tables)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures
The following table describes the net proceeds from the sale and the assets and liabilities sold, net of selling costs (in thousands):

 
Sale of Abstral and related assets on November 19, 2015

 
Sale of Zuplenz and related assets on December 24, 2015

Net proceeds from sales
 
 
 
Total consideration
$
8,348

 
$
3,750

Less selling costs*
(815
)
 
(1,050
)
Proceeds from sale, net of selling costs
$
7,533

 
$
2,700

*Note selling costs related to the sale of Zuplenz and related assets are included in accrued liabilities and were paid in the first quarter of 2016.
The following table presents a reconciliation of the carrying amounts of assets and liabilities of the commercial operations to assets held for sale in the balance sheets (in thousands):
 
2016
 
2015
Carrying amounts of assets included as part of discontinued operations:
Accounts receivable
$
813

 
$
392

Total current assets of discontinued operations
$
813

 
$
392

 
 
 
 
Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable
$
3,115

 
$
1,491

Accrued expenses and other current liabilities
2,944

 
4,434

Total current liabilities of discontinued operations
$
6,059

 
$
5,925


The following table represents the components attributable to the commercial business in 2016, 2015, and 2014 that are presented in the consolidated statements of comprehensive loss as discontinued operations (in thousands):
 
2016
 
2015
 
2014
Net revenue
$

 
$
9,734

 
$
9,319

Cost of revenue

 
(1,780
)
 
(1,403
)
Additional channel obligations
(2,886
)
 

 

Amortization of certain acquired intangible assets

 
(921
)
 
(440
)
Research and development

 
(355
)
 
(680
)
Selling, general, and administrative
(9,562
)
 
(17,655
)
 
(15,118
)
Impairment charge form classification as held for sale

 
(8,071
)
 

Loss on sale of commercial business assets

 
(4,549
)
 

Severance and exit costs

 
(1,349
)
 

Loss from discontinued operations
$
(12,448
)
 
$
(24,946
)
 
$
(8,322
)

Business and Basis of Presentation (Additional Information) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
Highly-liquid debt instruments maturity days
90 days 
 
 
Income tax expense
$ 243 
$ 365 
$ 0 
Interest bearing accounts
$ 17,583 
 
 
Minimum [Member] |
Equipment and Furnishings [Member]
 
 
 
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
Estimated useful lives
3 years 
 
 
Maximum [Member] |
Equipment and Furnishings [Member]
 
 
 
Schedule Of Summary Of Significant Accounting Policies [Line Items]
 
 
 
Estimated useful lives
5 years 
 
 
Business Combinations (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Business Acquisition [Line Items]
 
 
Goodwill
$ 5,898 
$ 5,898 
Fair Value Measurements (Contingent Purchase Price Consideration, Measured at Estimated Fair Value on Recurring Basis) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Assets:
 
 
 
Cash equivalents
$ 17,583 
 
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
1,860 
14,518 
 
Unobservable Inputs (Level 3) [Member]
 
 
 
Liabilities:
 
 
 
Contingent purchase price consideration
1,095 
6,142 
6,651 
Fair Value, Measurements, Recurring [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
16,192 
29,171 
 
Restricted cash equivalents
17,622 
 
 
Total assets
33,814 
29,171 
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
1,860 
14,518 
 
Contingent purchase price consideration
1,095 
6,142 
 
Total liabilities
2,955 
20,660 
 
Fair Value, Measurements, Recurring [Member] |
Quoted Prices in Active Markets (Level 1) [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
16,192 
29,171 
 
Restricted cash equivalents
17,622 
 
 
Total assets
33,814 
29,171 
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
 
Contingent purchase price consideration
 
Total liabilities
 
Fair Value, Measurements, Recurring [Member] |
Significant Other Observable Inputs (Level 2) [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
 
Restricted cash equivalents
 
 
Total assets
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
1,860 
14,518 
 
Contingent purchase price consideration
 
Total liabilities
1,860 
14,518 
 
Fair Value, Measurements, Recurring [Member] |
Unobservable Inputs (Level 3) [Member]
 
 
 
Assets:
 
 
 
Cash equivalents
 
Restricted cash equivalents
 
 
Total assets
 
Liabilities:
 
 
 
Warrants potentially settleable in cash
 
Contingent purchase price consideration
1,095 
6,142 
 
Total liabilities
$ 1,095 
$ 6,142 
 
Fair Value Measurements (Reconciliation of Level 3 Liabilities) (Detail) (Unobservable Inputs (Level 3) [Member], USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Unobservable Inputs (Level 3) [Member]
 
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
Beginning Balance Liabilities
$ 6,142 
$ 6,651 
Change in the estimated fair value of the contingent purchase price consideration
5,047 
509 
Ending Balance Liabilities
$ 1,095 
$ 6,142 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Payables and Accruals [Abstract]
 
 
Clinical development expense
$ 3,088 
$ 3,294 
Compensation and related benefits
975 
1,535 
Professional fees
229 
435 
Interest expense
28 
Accrued expenses and other current liabilities
$ 4,292 
$ 5,292 
Long-term Debt (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 2 Months Ended
Jan. 12, 2016
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jul. 13, 2016
Jan. 12, 2016
Dec. 14, 2016
Senior Secured Debentures [Member]
day
price
election
May 10, 2016
Senior Secured Debentures [Member]
May 8, 2013
Senior Secured Debentures [Member]
Dec. 31, 2016
Senior Secured Debentures [Member]
Dec. 14, 2016
Senior Secured Debentures [Member]
price
election
Aug. 22, 2016
Senior Secured Debentures [Member]
Jun. 29, 2016
Senior Secured Debentures [Member]
May 10, 2016
Senior Secured Debentures [Member]
Feb. 28, 2017
Senior Secured Debentures [Member]
Subsequent Event [Member]
Mar. 15, 2017
Senior Secured Debentures [Member]
Subsequent Event [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan, amount
 
 
 
 
 
 
 
 
$ 10,000,000 
 
 
 
 
 
 
 
Term for interest only payments
 
 
 
 
 
 
6 months 
 
12 months 
 
 
 
 
 
 
 
Interest payments at the fixed coupon rate
 
 
 
 
 
 
 
 
8.45% 
 
 
 
 
9.00% 
 
 
Term for principal and interest payments
 
 
 
 
 
 
 
 
30 months 
 
 
 
 
 
 
 
Cash facility fee percentage
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
Cash final payment percentage
 
 
 
 
 
 
 
 
5.50% 
 
 
 
 
 
 
 
Warrant term
 
 
 
 
 
 
 
5 years 
7 years 
 
 
 
 
 
 
 
Number of shares availabe from warrants
 
 
 
 
 
 
 
 
9,109 
 
 
 
 
50,000 
 
 
Exercise price (usd per share)
 
 
 
 
$ 13.00 
$ 28.40 
 
 
$ 49.40 
 
$ 8.60 
$ 8.60 
 
$ 30.20 
 
 
Original issue discount, percent
 
 
 
 
 
 
 
 
 
 
 
 
 
6.375% 
 
 
Face amount
 
 
 
 
 
 
 
 
 
 
 
 
 
25,530,000 
 
 
Proceeds from issuance of secured debt
 
 
 
 
 
 
 
23,400,000 
 
 
 
 
 
 
 
 
Principal that could be redeemed
 
 
 
 
 
 
 
 
 
 
1,500,000 
 
 
1,100,000 
 
 
Liquidity covenant
 
 
 
 
 
 
 
 
 
 
18,500,000 
 
 
 
 
 
Common stock trading price threshold
 
 
 
 
 
 
 
 
 
 
$ 8.00 
 
 
 
 
 
Principal that could be redeemed, stock price threshold
 
 
 
 
 
 
 
 
 
 
2,200,000 
 
 
 
 
 
Number of elections company can make in 12 month period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal that could be redeemed, company's election
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
Redemption price, percentage
 
 
 
 
 
 
7.50% 
 
 
 
 
 
 
 
 
 
Number of lowest volume weighted average prices during prior trading days used to compute average
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of trading days
 
 
 
 
 
 
20 
 
 
 
 
 
 
 
 
 
Discount rate applied to prior trading day's volume weighted average price
 
 
 
 
 
 
7.50% 
 
 
 
 
 
 
 
 
 
Warrants outstanding, shares
 
2,570,000 
1,116,000 
428,000 
 
 
 
 
 
 
 
 
50,000 
 
 
Conversion price (in usd per share)
 
 
 
 
 
 
 
 
 
 
$ 12.00 
 
 
 
 
 
Senior notes
 
 
 
 
 
 
 
 
 
17,621,702 
 
 
 
 
 
13,671,702 
Senior notes, current
 
 
 
 
 
 
 
 
 
16,397,030 
 
 
 
 
 
 
Unamortized discounts and debt issuance costs
 
 
 
 
 
 
 
 
 
1,224,672 
 
 
 
 
 
 
Issuance of common stock, shares
$ 21,800,000 
$ 33,534,000 
$ 47,416,000 
$ 10,705,000 
 
 
 
 
 
 
 
 
 
 
$ 3,950,000 
 
Issuance of common stock, shares
988,636 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,541,077 
 
Placement agent fee percentage
 
 
 
 
 
 
 
2.00% 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Narrative) (Details) (USD $)
12 Months Ended 0 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Dec. 31, 2016
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Dec. 31, 2016
SEC Litigation [Member]
Dec. 31, 2016
SEC Litigation [Member]
Indemnification Agreement [Member]
Jun. 24, 2016
Settled Litigation [Member]
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Jul. 6, 2016
Settled Litigation [Member]
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Jun. 24, 2016
Settled Litigation [Member]
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Dec. 3, 2015
Settled Litigation [Member]
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Dec. 31, 2015
Settled Litigation [Member]
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
Jul. 31, 2016
Settled Litigation [Member]
Securities Litigation, Opt Out Settlement, Case 1 [Member]
Jul. 31, 2016
Settled Litigation [Member]
Securities Litigation, Opt Out Settlement, Case 2 [Member]
Dec. 31, 2016
Settled Litigation [Member]
Director [Member]
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Dec. 31, 2016
Settled Litigation [Member]
Maximum [Member]
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
Dec. 31, 2016
Judicial Ruling [Member]
SDAL Criminal Case for Alleged Violations of the False Claims Act and Other Federal Statutes [Member]
defendant
Feb. 23, 2017
Judicial Ruling [Member]
SDAL Criminal Case for Alleged Violations of the False Claims Act and Other Federal Statutes [Member]
Subsequent Event [Member]
count
Feb. 23, 2017
Judicial Ruling [Member]
Former Employee [Member]
SDAL Criminal Case for Alleged Violations of the False Claims Act and Other Federal Statutes [Member]
Subsequent Event [Member]
witness
Dec. 22, 2016
Pending Litigation [Member]
SEC Litigation [Member]
Dec. 22, 2016
Pending Litigation [Member]
Former CEO [Member]
SEC Litigation [Member]
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Legal fees
 
 
 
 
 
 
 
$ 4,500,000 
 
$ 4,500,000 
 
 
 
 
 
 
 
 
 
 
 
Settlement payment
 
 
 
 
 
 
 
 
20,000,000 
20,000,000 
 
 
 
 
 
15,000,000 
 
 
 
 
 
Total number of shares cancelled
240,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
60,000 
 
 
 
 
 
 
Damages paid by insurance companies
21,700,000 
 
 
 
 
 
 
 
16,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
Damages paid
 
 
 
 
 
 
 
 
3,300,000 
 
3,300,000 
 
 
 
 
 
 
 
 
 
 
Payable by the company in cash
2,450,000 
 
 
 
 
 
 
 
2,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
Litigation settlement payable in common stock
2,650,000 
1,000,000 
 
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Attorney fees
 
 
 
 
 
 
 
 
 
 
 
2,000,000 
 
 
 
 
 
 
 
 
 
Litigation settlement, amount
27,750,000 
 
 
5,000,000 
20,000,000 
950,000 
 
 
 
 
 
 
(150,000)
 
 
 
 
 
 
(200,000)
(600,000)
Litigation settlement, issuance of shares
 
 
 
 
 
 
 
 
 
 
 
 
150,000 
1,500,000 
 
 
 
 
 
 
 
Litigation settlement, issuance of shares, shares
 
 
 
 
 
 
 
 
24,002 
 
 
 
14,563 
168,337 
 
 
 
 
 
 
 
Number of defendants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of counts against defendants with judicial ruling of guilty
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19 
 
 
 
Number of counts against defendants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20 
 
 
 
Number of witness to testify at trial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantor obligations
 
 
 
 
 
 
$ 750,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Summary of Litigation Settlements) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Loss Contingencies [Line Items]
 
 
 
Total settlements
$ 27,750 
 
 
Payable by the company in cash
950 
 
 
Payable by the insurance carriers
21,700 
 
 
Payable by the company in cash
2,450 
 
 
Litigation settlement payable in common stock
2,650 
1,000 
Galena Biopharma, Inc. Securities Litigation, Civil Action No. 3:14-cv-00367-SI
 
 
 
Loss Contingencies [Line Items]
 
 
 
Total settlements
20,000 
 
 
Galena Biopharma, Inc. Derivative Litigation, Civil Action No. 3:14-cv-00382-SI
 
 
 
Loss Contingencies [Line Items]
 
 
 
Total settlements
5,000 
 
 
Shareholders Securities Litigation [Member]
 
 
 
Loss Contingencies [Line Items]
 
 
 
Total settlements
1,800 
 
 
SEC Litigation [Member]
 
 
 
Loss Contingencies [Line Items]
 
 
 
Total settlements
$ 950 
 
 
Commitments and Contingencies (Schedule of Contractual Obligations and Future Cash Payments) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Loss Contingencies [Line Items]
 
Operating Leases - 2017
$ 241 
Operating Leases - 2018
246 
Operating Leases - 2019
251 
Operating Leases - 2020
236 
Operating Leases -2021 and thereafter
Total
974 
2017
3,233 
2018
596 
2019
601 
2020
7,586 
2021 and thereafter
8,815 
Total
20,831 
Non-Cancelable Employment Agreements [Member]
 
Loss Contingencies [Line Items]
 
2017
1,601 
2018
2019
2020
2021 and thereafter
Total
1,601 
Subtotal [Member]
 
Loss Contingencies [Line Items]
 
2017
1,842 
2018
246 
2019
251 
2020
236 
2021 and thereafter
Total
2,575 
Cancelable License Agreements [Member]
 
Loss Contingencies [Line Items]
 
2017
1,391 
2018
350 
2019
350 
2020
7,350 
2021 and thereafter
8,815 
Total
$ 18,256 
Commitments and Contingencies (Schedule of Contractual Obligations and Future Cash Payments) (Footnotes) (Detail) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Operating lease expenses
$ 291,000 
$ 116,000 
$ 72,000 
Operating lease payment due upon lease termination
$ 0 
 
 
Stockholders' Equity (Additional Information) (Detail) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended
Jul. 13, 2016
Jan. 12, 2016
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Jul. 13, 2016
Jan. 12, 2016
Jul. 13, 2016
Common Stock [Member]
Dec. 31, 2016
Common Stock [Member]
Dec. 31, 2015
Common Stock [Member]
Dec. 31, 2014
Common Stock [Member]
Jul. 13, 2016
Common Stock [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC Purchase Agreement [Member]
Dec. 31, 2016
Lincoln Park Capital, LLC Purchase Agreement [Member]
Dec. 31, 2015
Lincoln Park Capital, LLC Purchase Agreement [Member]
Dec. 31, 2014
Lincoln Park Capital, LLC Purchase Agreement [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC Purchase Agreement [Member]
Feb. 6, 2017
Lincoln Park Capital, LLC Purchase Agreement [Member]
Minimum [Member]
Subsequent Event [Member]
Feb. 6, 2017
Lincoln Park Capital, LLC Purchase Agreement [Member]
Maximum [Member]
Subsequent Event [Member]
Nov. 18, 2014
Lincoln Park Capital, LLC Purchase Agreement [Member]
Common Stock [Member]
Dec. 4, 2015
MLV & Co. LLC and Maxim Group LLC [Member]
May 24, 2013
MLV & Co. LLC and Maxim Group LLC [Member]
Dec. 31, 2016
MLV & Co. LLC and Maxim Group LLC [Member]
Dec. 31, 2015
MLV & Co. LLC and Maxim Group LLC [Member]
Dec. 31, 2014
MLV & Co. LLC and Maxim Group LLC [Member]
May 24, 2013
MLV & Co. LLC and Maxim Group LLC [Member]
Apr. 10, 2015
Underwritten Public Offering [Member]
Mar. 18, 2015
Underwritten Public Offering [Member]
Apr. 10, 2015
Underwritten Public Offering [Member]
Mar. 18, 2015
Underwritten Public Offering [Member]
Feb. 13, 2017
Underwritten Public Offering [Member]
Common Stock [Member]
Subsequent Event [Member]
Feb. 13, 2017
Underwritten Public Offering [Member]
Common Stock [Member]
Subsequent Event [Member]
Jan. 12, 2016
Underwritten Public Offering [Member]
Common Stock [Member]
Subsequent Event [Member]
Jan. 12, 2016
Over-Allotment Option [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 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
182,692 
 
 
 
 
Common stock, par value (usd per share)
 
 
$ 0.0001 
$ 0.0001 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of shares
 
 
 
 
 
 
 
 
 
 
 
 
$ 4,900,000 
 
 
$ 8,500,000 
 
 
 
$ 50,000,000 
 
 
$ 900,000 
$ 2,300,000 
$ 2,300,000 
 
 
$ 38,000,000 
 
 
 
 
 
 
Purchase agreement term
 
 
 
 
 
 
 
 
 
 
 
 
36 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock issued during period, purchase of assets
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share price (usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 40.00 
 
 
 
 
 
 
 
 
 
 
 
 
$ 31.20 
 
 
 
 
Issuance of common stock, shares
 
988,636 
 
 
 
 
 
1,400,000 
2,872,803 
1,607,934 
331,650 
 
 
150,000 
135,000 
230,000 
 
 
 
31,561 
 
 
334,000 
72,000 
70,000 
 
 
1,217,948 
 
 
17,000,000 
 
 
 
Net proceeds from issuance of common stock
 
 
33,534,000 
47,416,000 
10,704,000 
 
 
 
 
 
 
 
 
800,000 
4,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares authorized under purchase agreement, shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55,000,000 
15,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent of gross proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.00% 
 
 
 
 
 
 
 
 
Maximum gross proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,000,000 
20,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares availabe from warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50 
 
 
 
88,977 
Exercise price (usd per share)
 
 
 
 
 
$ 13.00 
$ 28.40 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 41.6 
 
$ 1.10 
 
 
Shares issued, overallotment option
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
91,346 
 
 
 
 
 
 
Proceeds from issuance of shares, net underwriting discounts, commissions and offering expenses
 
20,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,400,000 
 
40,800,000 
 
15,500,000 
 
 
 
Price per unit
 
 
 
 
 
 
$ 22.00 
 
 
 
 
$ 9.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1.00 
 
Issuance of common stock, shares
 
21,800,000 
33,534,000 
47,416,000 
10,705,000 
 
 
 
3,000 
1,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of securities called by each warrant
 
 
 
 
 
 
0.60 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock available for issuance under warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
148,295 
Warrant issued during period
 
 
 
 
 
 
 
700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,000,000 
 
 
 
Exercise period of warrants
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period from issuance which warrants is exercisable
6 months 1 day 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of warrants
$ 11,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Based Compensation (Components of Stock-based Compensation Expense) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Research and Development Expense [Member]
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation
$ 298 
$ 350 
$ 484 
Selling, General and Administrative Expenses [Member]
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation
1,966 
1,591 
4,903 
Continuing Operations [Member]
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation
$ 2,264 
$ 1,941 
$ 5,387 
Warrants (Schedule of Warrant Activity) (Detail)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
1,116,000 
428,000 
Granted
1,482,000 
700,000 
Exercised
(19,000)
Expired
(9,000)
(12,000)
Warrants outstanding , Ending balance
2,570,000 
1,116,000 
July 2016 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
 
Granted
700,000 
 
Exercised
 
Expired
 
Warrants outstanding , Ending balance
700,000 
 
January 2016 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
 
Granted
682,000 
 
Exercised
 
Expired
 
Warrants outstanding , Ending balance
682,000 
 
March 2015 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
700,000 
Granted
700,000 
Exercised
Expired
Warrants outstanding , Ending balance
700,000 
700,000 
September 2013 Warrant [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
199,000 
199,000 
Granted
Exercised
Expired
Warrants outstanding , Ending balance
199,000 
199,000 
December 2012 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
152,000 
152,000 
Granted
Exercised
Expired
Warrants outstanding , Ending balance
152,000 
152,000 
April 2011 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
31,000 
31,000 
Granted
Exercised
(18,000)
Expired
Warrants outstanding , Ending balance
13,000 
31,000 
March 2011 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
9,000 
9,000 
Granted
Exercised
(1,000)
Expired
(8,000)
Warrants outstanding , Ending balance
9,000 
March 2010 Warrants [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
1,000 
1,000 
Granted
Exercised
Expired
(1,000)
Warrants outstanding , Ending balance
1,000 
Other Warrant Issues [Member]
 
 
Class of Warrant or Right, Outstanding [Roll Forward]
 
 
Warrants outstanding , Beginning balance
24,000 
36,000 
Granted
100,000 
Exercised
Expired
(12,000)
Warrants outstanding , Ending balance
124,000 
24,000 
Stock Based Compensation (Assumptions for Option Grants Issued) (Detail)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
 
Risk free interest rate
1.47% 
1.67% 
2.01% 
Volatility
102.62% 
73.97% 
79.37% 
Expected lives (years)
5 years 11 months 4 days 
6 years 1 month 28 days 
6 years 1 month 28 days 
Expected dividend yield
0.00% 
0.00% 
0.00% 
Warrants (Fair Value of Warrants Classified as Liabilities) (Detail) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
2,570,000 
1,116,000 
428,000 
Expected dividend rate
0.00% 
 
 
July 2016 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
700,000 
 
Strike price
$ 13.00 
 
 
Expected term (years)
4 years 6 months 15 days 
 
 
Volatility %
117.82% 
 
 
Risk-free rate %
1.82% 
 
 
January 2016 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
682,000 
 
Strike price
$ 28.40 
 
 
Expected term (years)
4 years 0 months 11 days 
 
 
Volatility %
120.38% 
 
 
Risk-free rate %
1.71% 
 
 
March 2015 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
700,000 
700,000 
Strike price
$ 41.60 
$ 41.60 
 
Expected term (years)
3 years 2 months 19 days 
4 years 2 months 19 days 
 
Volatility %
131.46% 
75.85% 
 
Risk-free rate %
1.52% 
1.58% 
 
September 2013 Warrant [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
199,000 
199,000 
199,000 
Strike price
$ 50.00 
$ 50.00 
 
Expected term (years)
1 year 8 months 19 days 
2 years 8 months 19 days 
 
Volatility %
164.01% 
74.70% 
 
Risk-free rate %
1.10% 
1.24% 
 
December 2012 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
152,000 
152,000 
152,000 
Strike price
$ 31.60 
$ 31.60 
 
Expected term (years)
11 months 23 days 
1 year 11 months 23 days 
 
Volatility %
204.55% 
76.37% 
 
Risk-free rate %
0.84% 
1.05% 
 
April 2011 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
13,000 
31,000 
31,000 
Strike price
$ 13.00 
$ 13.00 
 
Expected term (years)
3 months 22 days 
1 year 3 months 22 days 
 
Volatility %
103.79% 
65.60% 
 
Risk-free rate %
0.53% 
0.77% 
 
March 2011 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
9,000 
9,000 
Strike price
 
$ 13.00 
 
Expected term (years)
 
2 months 5 days 
 
Volatility %
 
47.98% 
 
Risk-free rate %
 
0.00% 
 
March 2010 Warrants [Member]
 
 
 
Class of Warrant or Right [Line Items]
 
 
 
Warrants outstanding
1,000 
1,000 
Strike price
 
$ 40.04 
 
Expected term (years)
 
2 months 27 days 
 
Volatility %
 
71.41% 
 
Risk-free rate %
 
0.00% 
 
Stock Based Compensation (Additional Information) (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Weighted average exercise price, granted
$ 6.09 
$ 21.40 
 
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
$ 2,295 
 
 
Operating expenses weighted average period
2 years 3 months 19 days 
 
 
Shares subject to outstanding common stock options granted
146,000 
 
 
Weighted average contractual term for options outstanding
7 years 0 months 7 days 
7 years 7 months 17 days 
7 years 4 months 6 days 
Weighted average contractual term for options exercisable
5 years 6 months 7 days 
6 years 2 months 12 days 
6 years 6 months 4 days 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value
539 
610 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value
518 
509 
Aggregate Intrinsic Value Of Stock Options Exercisable
$ 56 
$ 37 
$ 13,429 
Issuance of common stock in connection with employee stock purchase plan, shares
29,070 
 
 
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
561,000 
 
 
Shares available for future grants
501,000 
 
 
Vesting periods of options granted
4 years 
 
 
Options expire from date of grant
10 years 
 
 
Employee Stock Purchase Plan [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Shares of common stock reserved for issuance
20,930 
 
 
Share Based Compensation Arrangement By Share Based Payment Award Percentage Earning Of Participants
 
15.00% 
 
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent
 
85.00% 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized
12,500 
 
 
Percentage Increase In Number Of Shares Available For Future Issuance Under Stock Based Awards
1.00% 
 
 
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Issued
50,000 
 
 
Restricted Stock Units (RSUs) [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Equity instrument granted
 
Warrants (Changes in Fair Value of Warrant Liability) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
$ 14,518 
$ 5,358 
Fair Value of Warrants Granted
9,886 
10,296 
Fair value of warrants exercised
(324)
Change in fair value of warrants
(22,220)
(1,136)
Warrant liability, Ending balance
1,860 
14,518 
July 2016 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
 
Fair Value of Warrants Granted
4,296 
 
Fair value of warrants exercised
 
Change in fair value of warrants
(3,543)
 
Warrant liability, Ending balance
753 
 
January 2016 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
 
Fair Value of Warrants Granted
5,590 
 
Fair value of warrants exercised
 
Change in fair value of warrants
(5,061)
 
Warrant liability, Ending balance
529 
 
March 2015 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
10,337 
Fair Value of Warrants Granted
10,296 
Fair value of warrants exercised
Change in fair value of warrants
(9,905)
41 
Warrant liability, Ending balance
432 
10,337 
September 2013 Warrant [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
1,933 
2,560 
Fair Value of Warrants Granted
Fair value of warrants exercised
Change in fair value of warrants
(1,852)
(627)
Warrant liability, Ending balance
81 
1,933 
December 2012 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
1,565 
2,027 
Fair Value of Warrants Granted
Fair value of warrants exercised
Change in fair value of warrants
(1,500)
(462)
Warrant liability, Ending balance
65 
1,565 
April 2011 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
537 
625 
Fair Value of Warrants Granted
Fair value of warrants exercised
(278)
Change in fair value of warrants
(259)
(88)
Warrant liability, Ending balance
537 
March 2011 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
144 
144 
Fair Value of Warrants Granted
Fair value of warrants exercised
(46)
Change in fair value of warrants
(98)
Warrant liability, Ending balance
144 
March 2010 Warrants [Member]
 
 
Class of Warrant or Right, Fair Value [Roll Forward]
 
 
Warrant liability, Beginning balance
Fair Value of Warrants Granted
Fair value of warrants exercised
Change in fair value of warrants
(2)
Warrant liability, Ending balance
$ 0 
$ 2 
Stock Based Compensation (Stock Option Activity) (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
Total Number of Shares, outstanding Beginning Balance
663 
 
Stock options activity, Total Number of Shares, Granted
146 
 
Stock options activity, Total Number of Shares, Exercised
(8)
 
Stock options activity, Total Number of Shares, Cancelled
(240)
 
Total Number of Shares, outstanding Ending Balance
561 
 
Total Number of Shares, exercisable
329 
 
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
$ 51.60 
 
Stock options activity, Weighted Average Exercise Price, Granted
$ 9.40 
 
Stock options activity, Weighted Average Exercise Price, Exercised
$ 31.44 
 
Stock options activity, Weighted Average Exercise Price, Cancelled
$ 50.28 
 
Stock options activity, Weighted Average Exercise Price, Ending balance
$ 41.50 
 
Stock options activity, Weighted Average Exercise Price, exercisable
$ 56.06 
 
Stock options activity, Aggregate Intrinsic Value, Beginning balance
$ 539 
$ 610 
Stock options activity, Aggregate Intrinsic Value, Ending balance
$ 0 
$ 610 
Warrants (Warrants Classified as Equity) (Details) (USD $)
12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Jul. 13, 2016
Jan. 12, 2016
Dec. 31, 2014
Jun. 29, 2016
Equity Warrants [Member]
May 10, 2016
Equity Warrants [Member]
May 8, 2013
Equity Warrants [Member]
Dec. 31, 2016
Equity Warrants [Member]
Dec. 14, 2016
Equity Warrants [Member]
Jun. 29, 2016
Equity Warrants [Member]
May 10, 2016
Equity Warrants [Member]
May 8, 2013
Equity Warrants [Member]
Jun. 29, 2016
Equity Warrants [Member]
Weighted Average [Member]
Dec. 31, 2015
Equity Warrants [Member]
Weighted Average [Member]
Class of Warrant or Right [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares availabe from warrants
 
 
 
 
 
 
 
 
 
 
 
 
9,109 
 
 
Exercise price (usd per share)
 
 
$ 13.00 
$ 28.40 
 
 
 
 
 
$ 8.60 
$ 8.60 
$ 30.20 
$ 49.4 
$ 79.40 
$ 79.40 
Duration of average market price used for warrant exercise price
 
 
 
 
 
 
 
20 days 
 
 
 
 
 
 
 
Expected volatility rate percentage
 
 
 
 
 
106.63% 
 
75.34% 
77.13% 
 
 
 
 
 
 
Expected term
 
 
 
 
 
5 years 6 months 
 
7 years 
5 years 6 months 
 
 
 
 
 
 
Risk free interest rate percentage
 
 
 
 
 
1.35% 
 
1.20% 
1.26% 
 
 
 
 
 
 
Expected dividend rate percentage
0.00% 
 
 
 
 
0.00% 
 
0.00% 
0.00% 
 
 
 
 
 
 
Fair value of warrants granted (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
$ 38.60 
 
 
Number of shares issued from warrants
 
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
 
Warrants granted
1,482,000 
700,000 
 
 
 
50,000 
 
 
 
 
 
 
 
 
 
Maturity period of warrant
 
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
Warrants outstanding
2,570,000 
1,116,000 
 
 
428,000 
 
 
 
15,000 
 
 
50,000 
 
 
 
Other Income (Expense) (Schedule of Other Income (Expense)) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Other Income and Expenses [Abstract]
 
 
 
Total other income
$ 5,047 
$ 509 
$ 170 
Net Loss Per Share (Common Shares Excluded from Net Loss) (Detail)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
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
3,131 
1,778 
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
2,570 
1,115 
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
561 
663 
Income Taxes (Components of Federal and State Income Tax Expense (Benefit)) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Current
 
 
 
Federal
$ 0 
$ 0 
$ 0 
State
Total current
Deferred
 
 
 
Federal
210 
332 
State
33 
33 
Total deferred
243 
365 
Total income tax expense (benefit)
$ 243 
$ 365 
$ 0 
Income Taxes (Components of Net Deferred Tax Assets) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]
 
 
Net operating loss carryforwards
$ 97,168 
$ 75,221 
Tax credit carryforwards
4,083 
3,866 
Stock based compensation
5,757 
5,050 
Other
58 
1,430 
Licensing deduction deferral
10,263 
9,910 
Gross deferred tax assets
117,329 
95,477 
Valuation allowance
(117,329)
(95,477)
Net deferred tax asset
$ 0 
$ 0 
Income Taxes (Components of Net Deferred Tax Liabilities) (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]
 
 
In-process research and development not subject to future amortization for tax purposes
$ 5,661 
$ 5,418 
Gross deferred tax liability
$ 5,661 
$ 5,418 
Income Taxes (Schedule of Provision Computed by Applying Federal Statutory Rate) (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
 
Expected federal income tax benefit
$ (7,977)
$ (21,603)
$ (12,447)
State income taxes after credits
(1,575)
(2,375)
(1,283)
Unrealized gain on marketable securities
Changes in warrant value
(8,728)
(456)
(6,503)
Stock compensation
(1,782)
508 
3,996 
Effect of change in valuation allowance
21,852 
24,029 
17,275 
Income tax credits
(217)
(276)
42 
Other
(1,330)
538 
(996)
Total income tax expense (benefit)
$ 243 
$ 365 
$ 0 
Income Taxes (Additional Information) (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Tax Credit Carryforward [Line Items]
 
 
Federal operating loss carryforwards
$ 251.5 
 
State operating loss carryforwards
200.0 
 
Operating loss carryforwards, exercise of stock options
1.4 
 
Deferred income tax valuation
 
100.00% 
Increase in valuation allowance
21.8 
24.2 
Domestic Tax Authority [Member]
 
 
Tax Credit Carryforward [Line Items]
 
 
Research and development tax credit carryforwards
2.6 
 
State and Local Jurisdiction [Member]
 
 
Tax Credit Carryforward [Line Items]
 
 
Research and development tax credit carryforwards
$ 2.5 
 
License Agreements License Agreements (Additional Information) (Detail) (USD $)
0 Months Ended 0 Months Ended 0 Months Ended
Nov. 19, 2015
Sentynl Therapeutics, Inc. [Member]
installment
Nov. 19, 2015
Sentynl Therapeutics, Inc. [Member]
Nov. 19, 2015
Sentynl Therapeutics, Inc. [Member]
Minimum [Member]
Nov. 19, 2015
Sentynl Therapeutics, Inc. [Member]
Maximum [Member]
Dec. 24, 2015
Midatech Pharma PLC [Member]
Dec. 24, 2015
Midatech Pharma PLC [Member]
Minimum [Member]
Dec. 24, 2015
Midatech Pharma PLC [Member]
Maximum [Member]
Dec. 16, 2015
Monosol Rx, LLC [Member]
Dec. 31, 2016
M D Anderson Cancer Center [Member]
License And Collaboration Agreements [Line Items]
 
 
 
 
 
 
 
 
 
Annual maintenance fee
 
 
 
 
 
 
 
 
$ 200,000 
Milestone payment
 
 
 
 
 
 
 
 
200,000 
Consideration receivable under agreement
 
12,000,000 
 
 
29,750,000 
 
 
 
 
Upfront payment receivable under agreement
 
8,000,000 
 
 
3,750,000 
 
 
 
 
Contingent consideration receivable under agreement
 
4,000,000 
 
 
26,000,000 
 
 
 
 
Number of one-time future milestone payments
 
 
 
 
 
 
 
 
Contingent consideration threshold, net sales
 
 
25,000,000 
35,000,000 
 
12,000,000 
70,000,000 
 
 
Payment of upfront fee
 
 
 
 
 
 
 
$ 900,000 
 
Payment of upfront fee, percentage of future milestone payments received
 
 
 
 
 
 
 
20.00% 
 
Significant Customers and Concentration of Credit Risk (Details)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Concentration Risk [Line Items]
 
 
Number of commercial products
 
Number of dosing strengths
 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer A [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
43.00% 
25.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer B [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
18.00% 
6.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer C [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
14.00% 
26.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Product Line [Member] |
Customer D [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
11.00% 
34.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer A [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
24.00% 
25.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer B [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
31.00% 
1.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer C [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
16.00% 
11.00% 
Customer Concentration Risk [Member] |
Accounts Receivable [Member] |
Customer D [Member]
 
 
Concentration Risk [Line Items]
 
 
Concentration risk percentage
21.00% 
54.00% 
Related Party Transactions (Details) (Troy Gould Pc [Member], USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Related Party Transaction [Line Items]
 
 
 
Due to related party
$ 20,000 
$ 97,000 
 
Professional Fees [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Related party expenses
$ 209,000 
$ 577,000 
$ 533,000 
Employee Benefit Plan (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
 
 
 
Employer contribution
$ 108 
$ 115 
$ 70 
Selected Quarterly Financial Data (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
 
 
 
$ 1,436 
$ 2,166 
$ 3,382 
$ 2,750 
 
 
 
Gross profit on net revenue
 
 
 
 
1,229 
1,454 
2,914 
2,357 
 
 
 
Net loss
$ (5,516)
$ (6,929)
$ 5,389 
$ (16,493)
$ (19,678)
$ (18,026)
$ (15,660)
$ (10,537)
$ (23,549)
$ (63,902)
$ (36,606)
Net loss per share (usd per share)
$ (0.51)
$ (0.66)
$ 0.59 
$ (1.84)
$ (2.51)
$ (2.23)
$ (1.94)
$ (1.55)
 
 
 
Discontinued Operations, Assets Held for Sale (Details) (Commercial Business Segment [Member], USD $)
3 Months Ended
Sep. 30, 2015
Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Impairment charge
$ 8,100,000 
 
Success fee contingently due to third party
900,000 
 
Percent of realized future revenue
 
5.00% 
Retention fees contingently due
352,000 
 
Retention fees contingently due (as percentage of consideration received)
3.00% 
 
Abstral Rights and Zuplenz Rights [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Potential future milestone payments
 
$ 30,000,000 
Discontinued Operations, Assets Held for Sale - Carrying Amounts of Assets and LIabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Total current liabilities held for sale
$ 6,059 
$ 5,925 
Commercial Business Segment [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Accounts receivable
813 
392 
Total current assets of discontinued operations
813 
392 
Accounts payable
3,115 
1,491 
Accrued expenses and other current liabilities
2,944 
4,434 
Total current liabilities held for sale
$ 6,059 
$ 5,925 
Discontinued Operations, Assets Held for Sale - Components Attributable to Commercial Business (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Impairment charge from classification as assets held for sale
$ 0 
$ (8,071)
$ 0 
Loss on sale of commercial business assets
(4,549)
Loss from discontinued operations
(12,448)
(24,946)
(8,322)
Commercial Business Segment [Member]
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Net revenue
9,734 
9,319 
Cost of revenue
(1,780)
(1,403)
Amortization of certain acquired intangible assets
(921)
(440)
Research and development
(355)
(680)
Selling, general, and administrative
(9,562)
(17,655)
(15,118)
Impairment charge from classification as assets held for sale
(8,071)
Loss on sale of commercial business assets
(4,549)
Severance and exit costs
(1,349)
Loss from discontinued operations
$ (12,448)
$ (24,946)
$ (8,322)
Discontinued Operations, Assets Held for Sale - Significant Operating Non-cash and Capital Expenditures (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Depreciation and amortization expense
$ 142 
$ 107 
$ 86 
Purchases of property and equipment
$ (6)
$ (153)
$ (57)
Discontinued Operations, Assets Held for Sale - Net Proceeds from the Sale (Details) (Commercial Business Segment [Member], USD $)
In Thousands, unless otherwise specified
Nov. 19, 2015
Abstral Rights, Net [Member]
Dec. 24, 2015
Zuplenz Rights [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Disposal Group, Including Discontinued Operation, Consideration
$ 8,348 
$ 3,750 
Disposal Group, Including Discontinued Operation, Transaction Costs
(815)
(1,050)
Disposal Group, Including Discontinued Operation, Consideration, Net
$ 7,533 
$ 2,700