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Document And Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Mar. 10, 2015
Jun. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name Oncothyreon Inc.
Document Type 10-K
Current Fiscal Year End Date --12-31
Entity Common Stock, Shares Outstanding 106,301,012
Entity Public Float $ 197,000,000
Amendment Flag false
Entity Central Index Key 0001412067
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Accelerated Filer
Entity Well-known Seasoned Issuer No
Document Period End Date Dec 31, 2014
Document Fiscal Year Focus 2014
Document Fiscal Period Focus FY
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Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Current:
Cash and cash equivalents $ 10,454 $ 9,279
Short-term investments 47,217 50,748
Accounts and other receivables 298 197
Prepaid and other current assets 888 720
Total current assets 58,857 60,944
Long-term investments 6,043 12,535
Property and equipment, net 1,576 1,695
Indefinite-lived intangible assets 19,738
Goodwill 16,659 2,117
Other assets 538 455
Total assets 103,411 77,746
Current
Accounts payable 689 533
Accrued and other liabilities 2,129 2,622
Accrued compensation and related liabilities 1,614 1,311
Current portion of restricted share unit liability 155 194
Current portion of warrant liability 128
Total current liabilities 4,715 4,660
Deferred rent 337 439
Restricted share unit liability 155 143
Warrant liability 924
Deferred tax liability 6,908
Class UA preferred stock, 12,500 shares authorized, 12,500 shares issued and outstanding 30 30
Commitments and contingencies      
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2014 and 2013; Series A Convertible Preferred Stock – 10,000 shares and zero shares issued and outstanding as of December 31, 2014 and 2013, respectively 0 0
Common stock, $0.0001 par value; 200,000,000 shares and 100,000,000 shares authorized as of December 31, 2014 and 2013, respectively; 91,601,352 shares and 70,673,143 shares issued and outstanding as of December 31, 2014 and 2013, respectively 353,856 353,854
Additional paid-in capital 224,549 154,832
Accumulated deficit (482,048) (432,085)
Accumulated other comprehensive loss (5,091) (5,051)
Total stockholders’ equity 91,266 71,550
Total liabilities and stockholders’ equity $ 103,411 $ 77,746
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Consolidated Balance Sheets (Parentheticals) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Class UA preferred stock, shares authorized, issued and outstanding 12,500 12,500
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 10,000 0
Preferred stock, shares outstanding 10,000 0
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 200,000,000 100,000,000
Common stock, shares issued 91,601,352 70,673,143
Common stock, shares outstanding 91,601,352 70,673,143
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Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Operating expenses
Research and development $ 41,884 $ 33,221 $ 22,001
General and administrative 8,951 8,002 6,498
Total operating expenses 50,835 41,223 28,499
Loss from operations (50,835) (41,223) (28,499)
Other income (expense)
Investment and other income (expense), net 76 137 (127)
Interest expense (309)
Change in fair value of warrant liability 796 2,327 25,520
Total other income (expense), net 872 2,464 25,084
Loss before income taxes (49,963) (38,759) (3,415)
Net loss $ (49,963) $ (38,759) $ (3,415)
Loss per share — basic (in Dollars per share) $ (0.64) $ (0.62) $ (0.06)
Loss per share — diluted (Note 6) (in Dollars per share) $ (0.64) $ (0.62) $ (0.53)
Shares used to compute basic loss per share (in Shares) 77,619,807 62,387,616 53,728,672
Shares used to compute diluted loss per share (in Shares) 77,619,807 62,387,616 54,899,955
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Consolidated Statements of Comprehensive Loss (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net loss $ (49,963) $ (38,759) $ (3,415)
Available-for-sale securities:
Unrealized gains (loss) during the period, net (34) (15) 9
Reclassification adjustment (6) (1)
Other comprehensive income (loss) (40) (15) 8
Comprehensive loss $ (50,003) $ (38,774) $ (3,407)
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Consolidated Statements of Stockholders' Equity (USD $)
In Thousands, except Share data
Series A Convertible Preferred Stock [Member]
Preferred Stock [Member]
Series A Convertible Preferred Stock [Member]
Additional Paid-in Capital [Member]
USD ($)
Series A Convertible Preferred Stock [Member]
USD ($)
Common Stock [Member]
USD ($)
Preferred Stock [Member]
Additional Paid-in Capital [Member]
USD ($)
Retained Earnings [Member]
USD ($)
Accumulated Other Comprehensive Income (Loss) [Member]
USD ($)
Total
USD ($)
Balance at December 31, 2011 at Dec. 31, 2011 $ 353,851 $ 74,537 $ (389,911) $ (5,044) $ 33,433
Balance at December 31, 2011 (in Shares) at Dec. 31, 2011 43,613,107
Net loss (3,415) (3,415)
Unrealized gains/losses on available-for-sale securities 8 8
Stock issued 2 50,283 50,285
Stock issued (in Shares) 13,512,500
Issuances under employee stock purchase plan 182 182
Issuances under employee stock purchase plan (in Shares) 55,424
Restricted stock units converted 231 231
Restricted stock units converted (in Shares) 32,551
Share-based compensation expense 1,590 1,590
Stock options exercised 9 9
Stock options exercised (in Shares) 2,655 2,655
Balance at Dec. 31, 2012 353,853 126,832 (393,326) (5,036) 82,323
Balance (in Shares) at Dec. 31, 2012 57,216,237
Net loss (38,759) (38,759)
Unrealized gains/losses on available-for-sale securities (15) (15)
Stock issued 1 25,955 25,956
Stock issued (in Shares) 13,346,901
Issuances under employee stock purchase plan 113 113
Issuances under employee stock purchase plan (in Shares) 74,829
Restricted stock units converted 66 66
Restricted stock units converted (in Shares) 35,176
Share-based compensation expense 1,866 1,866
Balance at Dec. 31, 2013 353,854 154,832 (432,085) (5,051) 71,550
Balance (in Shares) at Dec. 31, 2013 70,673,143 70,673,143
Net loss (49,963) (49,963)
Unrealized gains/losses on available-for-sale securities (40) (40)
Stock issued 18,693 18,693 1 21,552 21,553
Stock issued (in Shares) 10,000 11,517,478
Acquisition of Alpine Biosciences, Inc. (Alpine) 1 27,232 27,233
Acquisition of Alpine Biosciences, Inc. (Alpine) (in Shares) 9,245,344
Issuances under employee stock purchase plan 114 114
Issuances under employee stock purchase plan (in Shares) 76,811
Restricted stock units converted 287 287
Restricted stock units converted (in Shares) 82,576
Share-based compensation expense 1,832 1,832
Stock options exercised 7 7
Stock options exercised (in Shares) 6,000 6,000
Balance at Dec. 31, 2014 $ 353,856 $ 224,549 $ (482,048) $ (5,091) $ 91,266
Balance (in Shares) at Dec. 31, 2014 91,601,352 10,000 91,601,352
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Consolidated Statements of Stockholders' Equity (Parentheticals) (Additional Paid-in Capital [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Stock issued offering costs $ 1.4 $ 0.6 $ 3.8
Series A Convertible Preferred Stock [Member]
Stock issued offering costs $ 1.4
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Consolidated Statements of Cash Flows (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows from operating activities
Net loss $ (49,963,000) $ (38,759,000) $ (3,415,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 512,000 489,000 520,000
Amortization of discount and deferred financing costs on notes payable 77,504
Amortization of premiums and accretion of discounts on securities 533,000 651,000 835,000
Share-based compensation expense 2,187,000 2,021,000 1,041,000
Change in fair value of warrant liability (796,000) (2,327,000) (25,520,000)
Cash settled on conversion of restricted share units (96,000) (22,000) (39,000)
Other (1,000) (45,000) 255,000
Net changes in assets and liabilities:
Accounts and other receivables (101,000) 126,000 11,000
Prepaid and other current assets (168,000) 120,000 (302,000)
Other long-term assets (83,000) 57,000 (307,000)
Accounts payable 144,000 (600,000) 674,000
Accrued and other liabilities (736,000) 1,770,000 (435,000)
Accrued compensation and related liabilities 303,000 269,000 184,000
Deferred rent (102,000) (94,000) (83,000)
Net cash used in operating activities (48,367,000) (36,344,000) (26,503,000)
Cash flows from investing activities
Purchases of investments (62,411,000) (70,775,000) (72,037,000)
Redemption of investments 71,861,000 68,315,000 64,518,000
Purchases of property and equipment (380,000) (252,000) (752,000)
Cash assumed in connection with the acquisition of Alpine 104,000
Net cash provided by (used in) investing activities 9,174,000 (2,712,000) (8,271,000)
Cash flows from financing activities
Proceeds from issuance of common stock and warrants, net of issuance costs 21,668,000 26,069,000 50,466,000
Proceeds from issuance of Series A convertible preferred stock, net of issuance cost 18,693,000
Proceeds from stock options exercised 7,000 9,000
Principal payment on notes payable (909,000)
Repayment on notes payable (4,135,000)
Net cash provided by financing activities 40,368,000 26,069,000 45,431,000
Increase (decrease) in cash and cash equivalents 1,175,000 (12,987,000) 10,657,000
Cash and cash equivalents, beginning of year 9,279,000 22,266,000 11,609,000
Cash and cash equivalents, end of year 10,454,000 9,279,000 22,266,000
Supplemental disclosure of cash flow information
Interest paid 276,000
Non-cash activities
Issuance of common stock in connection with the acquisition of Alpine $ 27,233,000
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Note 1 - Description of Business
12 Months Ended
Dec. 31, 2014
Disclosure Text Block [Abstract]
Nature of Operations [Text Block]

1.      DESCRIPTION OF BUSINESS


Oncothyreon Inc. (the “Company”) is a clinical-stage biopharmaceutical company incorporated in the State of Delaware on September 7, 2007. The Company is focused primarily on the development of therapeutic products for the treatment of cancer. The Company’s goal is to discover, develop and commercialize novel compounds that have the potential to improve the lives and outcomes of cancer patients. The Company’s operations are not subject to any seasonality or cyclicality factors.


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Note 2 - Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]

2.      SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation


These consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the following significant accounting policies.


Basis of consolidation


The Company’s consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries, including Protocell Therapeutics Inc., Oncothyreon Canada Inc., Biomira Management Inc., ProlX Pharmaceuticals Corporation, Biomira BV and Oncothyreon Luxembourg. All intercompany balances and transactions have been eliminated upon consolidation.


Accounting estimates


The preparation of financial statements in accordance with U.S. GAAP requires management to make complex and subjective judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. By their nature, these judgments are subject to an inherent degree of uncertainty and as a consequence actual results may differ from those estimates.


Cash and cash equivalents


Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of 90 days or less at the time of purchase. At December 31, 2014, cash and cash equivalents was comprised of $6.4 million in cash, and $4.1 million in money market funds. As of December 31, 2013, cash and cash equivalents was comprised of $3.2 million in cash and $6.1 million in money market funds. The carrying value of cash equivalents approximates their fair value.


Investments


Investments are classified as available-for-sale securities and are carried at fair value with unrealized temporary holding gains and losses, where applicable, excluded from net income or loss and reported in other comprehensive income or loss and also as a net amount in accumulated other comprehensive income or loss until realized. Available-for-sale securities are written down to fair value through income whenever it is necessary to reflect an other-than-temporary impairment. The Company determined that the unrealized losses on its marketable securities as of December 31, 2014 were temporary in nature, and the Company currently does not intend to sell these securities before recovery of their amortized cost basis. All short-term investments are limited to a final maturity of less than one year from the reporting date. The Company’s long-term investments are investments with maturities exceeding 12 months but less than five years from the reporting date. The Company is exposed to credit risk on its cash equivalents, short-term investments and long-term investments in the event of non-performance by counterparties, but does not anticipate such non-performance and mitigates exposure to concentration of credit risk through the nature of its portfolio holdings. If a security falls out of compliance with the Company’s investment policy, it may be necessary to sell the security before its maturity date in order to bring the investment portfolio back into compliance. The cost basis of any securities sold is determined by specific identification. The fair value of available-for-sale securities is based on prices obtained from a third-party pricing service. The Company utilizes third-party pricing services for all of its marketable debt security valuations. The Company reviews the pricing methodology used by the third-party pricing services including the manner employed to collect market information. On a periodic basis, the Company also performs review and validation procedures on the pricing information received from the third-party pricing services. These procedures help ensure that the fair value information used by the Company is determined in accordance with applicable accounting guidance. Proceeds from sales of available-for-sale securities were $12.5 million for the year ended December 31, 2014. The amortized cost, unrealized gain or losses and fair value of the Company’s cash, cash equivalents and investments for the periods presented are summarized below:


   

Amortized
Cost

   

Gross
Unrealized
Gains

   

Gross
Unrealized
Losses

   

Fair Value

 
   

(In thousands)

 

As of December 31, 2014:

                               

Cash

  $ 6,351     $     $     $ 6,351  

Money market funds

    4,103                   4,103  

Debt securities of U.S. government agencies

    43,862       1       (19 )     43,844  

Corporate bonds

    9,423       2       (9 )     9,416  

Total

  $ 63,739     $ 3     $ (28 )   $ 63,714  

As of December 31, 2013:

                               

Cash

  $ 3,221     $     $     $ 3,221  

Money market funds

    6,058                   6,058  

Debt securities of U.S. government agencies

    49,878       18       (6 )     49,890  

Corporate bonds

    13,390       4       (1 )     13,393  

Total

  $ 72,547     $ 22     $ (7 )   $ 72,562  

The following table summarizes the Company’s available for sale securities by contractual maturity:


   

As of December 31, 2014

   

As of December 31, 2013

 
   

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 
   

(In thousands)

 

Less than one year

  $ 51,338     $ 51,319     $ 56,789     $ 56,806  

Greater than one year but less than five years

    6,050       6,044       12,537       12,535  

Total

  $ 57,388     $ 57,363     $ 69,326     $ 69,341  

Warrants


Warrants issued in connection with the Company’s May 2009 and September 2010 financings are recorded as liabilities as both have the potential for cash settlement upon the occurrence of a fundamental transaction (as defined in the warrant; see “Note 6 — Share Capital”). Changes in the fair value of the warrants are recognized as other income (expense) in the consolidated statements of operations. Warrants issued in connection with the Company’s May 2009 financing expired on May 26, 2014.


Accounts and other receivables


Accounts and other receivables are reviewed whenever circumstances indicate that the carrying amount of the receivable may not be recoverable. At this time, the Company does not deem an allowance to be necessary.


Property and equipment, depreciation and amortization


Property and equipment are recorded at cost and depreciated over their estimated useful lives on a straight-line basis, as follows:


   

Scientific and office equipment (years)

Computer software and equipment (years)

Leasehold improvements and leased equipment

Shorter of useful life or the term of the lease


Long-lived assets


Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for impairment, the Company first compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its estimated fair value. Fair value is determined by management through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment charges were recorded for any of the periods presented.


Indefinite-lived intangible assets — IPR&D


Intangible assets related to In Process Research & Development (IPR&D) are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. Upon completion of the project, the Company will make a separate determination of useful life of the IPR&D and the related amortization will be recorded as an expense over the estimated useful life. If the IPR&D is abandoned, the carrying value of the asset will be expensed. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on October 1 of each year or more frequently when events or changes in circumstances indicate that the asset may be impaired. In the event that the carrying value of IPR&D exceeds its fair value, an impairment loss would be recognized. Subsequent research and development costs associated with the initial recognition of IPR&D assets are expensed as incurred. No impairment charges were recorded for any of the periods presented.


Goodwill 


Goodwill is not amortized, but is reviewed annually for impairment on October 1 of each year or more frequently when events or changes in circumstances indicate that the asset may be impaired. In the event that the carrying value of goodwill exceeds its fair value, an impairment loss would be recognized. No impairment charges were recorded for any of the periods presented.


Deferred rent


Rent expense is recognized on a straight-line basis over the term of the lease. Lease incentives, including rent holidays provided by lessors, and rent escalation provisions are accounted for as deferred rent.


Revenue recognition


The Company recognizes revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable, and collection is reasonably assured.


Research and development costs


Research and development expenses include personnel and facility related expenses, which includes depreciation and amortization, outside contract services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. In instances where the Company enters into agreements with third parties for clinical trials, manufacturing and process development, research, licensing arrangements and other consulting activities, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.


The Company’s accruals for clinical trials are based on estimates of the services received and pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical trial activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events, the successful accrual of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received. As such, expense accruals related to clinical trials are recognized based on its estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.


Income or loss per share


Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is calculated by adjusting the numerator and denominator of the basic net loss per share calculation for the effects of all potentially dilutive common shares. Potential dilutive shares of the Company’s common stock include stock options, restricted share units, warrants, Series A convertible preferred stock and shares granted under the 2010 ESPP. The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, adjustments to net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Furthermore, adjustments to the denominator are required to reflect the addition of the related dilutive shares. Basic net loss per share equaled the diluted loss per share for the year ended December 31, 2014 and 2013, since the effect of the shares potentially issuable upon the exercise or conversion was anti-dilutive. For additional information regarding the income or loss per share, see “Note 6 — Share Capital.”


Income taxes


The Company follows the asset and liability method of accounting for income taxes. Under this method,deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.


The Company recognizes the financial statement effects of a tax position when it is more likely than not,based on the technical merits, that the position will be sustained upon examination. The Company does not believe any uncertain tax positions currently pending will have a material adverse effect on its consolidated financial statements nor expects any material change in its position in the next twelve months. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carryforwards available to be utilized currently.


Accumulated other comprehensive income (loss)


Comprehensive income or loss is comprised of net income or loss and other comprehensive income or loss. Other comprehensive income or loss includes unrealized gains and losses on the Company’s available-for-sale investments. In addition to unrealized gains and losses on investments, accumulated other comprehensive income or loss consists of foreign currency translation adjustments which arose from the conversion of the Canadian dollar functional currency consolidated financial statements to the U.S. dollar reporting currency consolidated financial statements prior to January 1, 2008. Should the Company liquidate or substantially liquidate its investments in its foreign subsidiaries, the Company would be required to recognize the related cumulative translation adjustments pertaining to the liquidated or substantially liquidated subsidiaries, as a charge to earnings in the Company’s consolidated statements of operations and comprehensive loss.


Realized gains of approximately $6,000 on sales of available-for-sale securities were reclassified out of accumulated other comprehensive loss and recorded as part of net other income (expense) on the Company’s consolidated statements of operations for the year ended December 31, 2014. The table below shows the changes in accumulated balances of each component of accumulated other comprehensive loss for the twelve months ended December 31, 2014, 2013 and 2012:


   

Net unrealized
gains/(losses) on
Available-for-sale
Securities

   

Foreign
Currency
Translation
Adjustment

   

Accumulated
Other
Comprehensive

Loss

 
   

(In thousands)

 

Balance at December 31, 2011

  $ 22     $ (5,066 )   $ (5,044 )

Other comprehensive income

    8             8  

Balance at December 31, 2012

    30       (5,066 )     (5,036 )

Other comprehensive loss

    (15 )           (15 )

Balance at December 31, 2013

    15       (5,066 )     (5,051 )

Other comprehensive loss

    (40 )           (40 )

Balance at December 31, 2014

  $ (25 )   $ (5,066 )   $ (5,091 )

Share-based compensation


The Company recognizes in the statements of operations the estimated grant date fair value of share-based compensation awards granted to employees over the requisite service period. Share-based compensation expense in the consolidated statements of operations is recorded on a straight-line basis over the requisite service period for the entire award, which is generally the vesting period, with the offset to additional paid-in capital. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.


For non-employee directors, the Company sponsors a RSU Plan that was established in 2005. According to an amendment to the RSU Plan in October 2011, approximately 25% of each RSU represents a contingent right to receive cash upon vesting, and the Company is required to deliver an amount in cash equal to the fair market value of the shares on the vesting date to facilitate the satisfaction of the non-employee directors’ U.S. federal income tax obligation with respect to the vested RSUs. This amendment resulted in the RSUs being classified as a liability. The outstanding RSU awards are required to be re-measured at each reporting date until settlement of the award, and changes in valuation are recorded as compensation expense for the period. To the extent that the liability recorded in the balance sheet is less than the original award value, the difference is recognized in equity. The Company uses the closing share price of its shares on the NASDAQ Global Market at the reporting or settlement date to determine the fair value of RSUs. In June 2014, the Company’s stockholders approved an increase of 500,000 shares in the number of shares of the Company’s common stock reserved for issuance under the RSU Plan.


The Company maintains an ESPP under which a total of 900,000 shares of common stock were reserved for sale to employees of the Company. The Company recognizes the estimated fair value of the ESPP which determined by the Black-Scholes option pricing model in the statement of operations.


For additional information regarding share-based compensation, see “Note 7 — Share-based Compensation.”


Business Combinations


In a business combination, the Company determines if the acquired property and activities meet the definition of a business under current accounting guidance. If the combination meets the definition of a business, the Company measures the significance of the combination to determine the required reporting and disclosure requirements for the transaction. Business combinations are required to be accounted for under the acquisition method which requires that identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree be recognized and measured as of the acquisition date at fair value. In addition, all consideration transferred must be measured at its acquisition-date fair value.


When necessary, the Company uses a third party valuation expert to determine the fair value of the identifiable assets and liabilities acquired. The estimated fair values of in-process research and development acquired in a business combination which have not been fully developed are capitalized as indefinite-lived intangible assets and impairment testing is conducted periodically.


Segment information


The Company operates in a single business segment — research and development of therapeutic products for the treatment of cancer.


Recent accounting pronouncements


In November 2014, FASB issued Accounting Standards Update 2014-16, Derivatives and Hedging (Topic 815), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or Equity, a consensus of the FASB Emerging Issues Task Force. The standard eliminates diversity in the practice of determining whether the nature of a host contract with a hybrid financial instrument issued in the form of a share is more akin to debt or equity and applies to all reporting entities that are issuers of hybrid financial instruments issued in the form of a share. This standard provides that the determination would be based on a consideration of all economic characteristics and the risk of the entire hybrid financial instrument, including the embedded derivative function. Upon adoption, each issued hybrid share instrument must be evaluated to determine whether it contains embedded features that require bifurcation or no longer require bifurcation under the new standard. Retrospective application and early adoption would both be permitted. The standard is effective for public business entities for fiscal years, and interim periods within those years, beginning after 15 December 2015. The Company is currently evaluating the impact this standard will have on the consolidated financial position or results of operations.


In August 2014, FASB issued Accounting Standard Update 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact this standard will have on the consolidated financial position or results of operations.


In May 2014, FASB issued Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606) that will supersede most revenue recognition standards. Under the new standard, an entity will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the entity expects to be entitled in exchange for those goods or services. An entity would recognize revenue through a five-step process: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This standard also requires enhanced disclosures and provides more comprehensive guidance for transactions such as service revenue and contract modifications. Guidance for multiple-element arrangements also has been enhanced. The standard will take effect for public entities for annual reporting periods beginning after December 15, 2016, including interim reporting periods. Early application is not permitted. The Company is currently evaluating the impact this standard will have on the consolidated financial position or results of operations.


In July 2013, FASB issued guidance on presentation of an unrecognized tax benefit in financial statements when a net operating loss (NOL) carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for an NOL carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. The guidance does not require new recurring disclosures. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013 for public entities. Early adoption and retrospective application are permitted. The Company adopted this standard on January 1, 2014. The adoption of this standard had no impact on the presentation of the Company’s unrecognized tax benefits or on the consolidated financial position or results of operations.


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Note 3 - Fair Value Measurements
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]

3.      FAIR VALUE MEASUREMENTS


The Company measures certain financial assets and liabilities at fair value in accordance with a hierarchy which requires an entity to maximize the use of observable inputs which reflect market data obtained from independent sources and minimize the use of unobservable inputs. There are three levels of inputs that may be used to measure fair value:


Level 1 — quoted prices in active markets for identical assets or liabilities;


Level 2 — observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and


Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


The Company’s financial assets and liabilities measured at fair value on a recurring basis consisted of the following as of December 31, 2014 and 2013:


   

December 31, 2014

   

December 31, 2013

 
   

Level 1

   

Level 2

   

Level 3

   

Total

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(In thousands)

 

Financial Assets:

                                                               

Money market funds

  $ 4,103     $     $     $ 4,103     $ 6,058     $     $     $ 6,058  

Debt securities of U.S. government agencies

          43,844             43,844             49,890             49,890  

Corporate bonds

          9,416             9,416             13,393             13,393  
    $ 4,103     $ 53,260     $     $ 57,363     $ 6,058     $ 63,283     $     $ 69,341  

Financial Liability:

                                                               

Restricted Share Units

  $ 310     $     $     $ 310     $ 337     $     $     $ 337  

Warrants

                128       128                   924       924  

If quoted market prices in active markets for identical assets are not available to determine fair value, then the Company uses quoted prices of similar instruments and other significant inputs derived from observable market data obtained from third-party data providers. These investments are included in Level 2 and consist of debt securities of U.S government agencies and corporate bonds.


There were no transfers between Level 1 and Level 2 during 2014.


The Company classifies its warrant liability within Level 3 because the warrant liability is valued using valuation models with significant unobservable inputs. The estimated fair value of warrants accounted for as liabilities was determined on the issuance date and are subsequently remeasured to fair value at each reporting date. The change in fair value of the warrants is recorded in the statement of operations as other income or other expense by using the Black-Scholes option-pricing model with the following inputs:


   

As of December 31, 2014

 
   

September 2010
Warrants

 

Exercise price

  $ 4.24  

Market value of stock at end of period

  $ 1.90  

Expected dividend rate

    0.0 %

Expected volatility

    60.3 %

Risk-free interest rate

    0.2 %

Expected life (in years)

    0.78  

   

As of December 31, 2013

 
   

May 2009
Warrants

   

September 2010
Warrants

 

Exercise price

  $ 3.74     $ 4.24  

Market value of stock at end of period

  $ 1.76     $ 1.76  

Expected dividend rate

    0.0 %     0.0 %

Expected volatility

    45.3 %     77.4 %

Risk-free interest rate

    0.1 %     0.3 %

Expected life (in years)

    0.40       1.78  

The table below shows the reconciliation of warrant liability measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3):


   

Years Ended December 31,

 
   

2014

   

2013

 
   

(In thousands)

 

Balance at beginning of period

  $ 924     $ 3,251  

Change in fair value of warrant liability included in

               

Other expense (income)

    (796 )     (2,327 )

Balance at the end of period

  $ 128     $ 924  

Expected volatility is an unobservable input that is inter-related with the market value or price of the Company’s stock, since the calculation of volatility is based on the Company’s historical closing prices. If volatility were to increase by 10%, the value of the warrant liability would increase by approximately $64,000 or if volatility were to decrease by 10%, the value of the warrant liability would decrease by approximately $32,000.


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Note 4 - Property and Equipment
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]

4.      PROPERTY AND EQUIPMENT


The table below outlines the cost, accumulated depreciation and amortization and net carrying value of the Company’s property and equipment for the years ended December 31, 2014 and 2013:


   

2014

 
   

Cost

   

Accumulated
Depreciation
and
Amortization

   

Net
Carrying
Value

 
   

(In thousands)

 

Scientific equipment

  $ 2,273     $ (1,429 )   $ 844  

Leasehold improvements

    1,590       (948 )     642  

Computer software and equipment

    414       (327 )     87  

Office equipment

    34       (31 )     3  
    $ 4,311     $ (2,735 )   $ 1,576  

   

2013

 
   

Cost

   

Accumulated
Depreciation
and
Amortization

   

Net
Carrying
Value

 
   

(In thousands)

 

Scientific equipment

  $ 1,985     $ (1,096 )   $ 889  

Leasehold improvements

    1,579       (787 )     792  

Office equipment

    34       (26 )     8  

Computer software and equipment

    325       (319 )     6  
    $ 3,923     $ (2,228 )   $ 1,695  

Depreciation and leasehold improvement amortization expense was $0.5 million for each of the years ended December 31, 2014, 2013 and 2012, respectively.


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Note 5 - Acquisition
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]

5.      ACQUISITION


On August 8, 2014, the Company entered into an Agreement and Plan of Reorganization (Merger Agreement) with Alpine Biosciences, Inc. (Alpine), a privately held biotechnology company developing protocells, a nanoparticle capable of delivery of nucleic acids, proteins, peptides and small molecules. Pursuant to the terms and conditions set forth in the Merger Agreement, on August 8, 2014, the Company, through a reverse-triangular merger with Alpine into a fully-owned subsidiary of the Company, known as Protocell Therapeutics Inc, consummated the acquisition of Alpine. The merger consideration received by Alpine stockholders was 10% of the Company’s total capital stock determined on a fully-diluted basis immediately following the closing of the merger (Merger Consideration). The total value of the acquisition was approximately $27.2 million based on the closing price of Oncothyreon’s common stock on the day of the merger, which was $2.93 per share. An amount of stock equal to 12.5% of the Merger Consideration was placed in escrow as security for the indemnification obligations of Alpine’s stockholders. The Company intends to utilize the protocell technology to develop new product candidates for the treatment of cancer and rare diseases, either on its own or with partners.


The transaction has been accounted for using the acquisition method of accounting. This method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their estimated fair values as of the acquisition date and that intangible assets with indefinite lives be recorded at fair value on the balance sheet for IPR&D activities, regardless of the likelihood of success of the related product or technology. The excess of the aggregate fair value of consideration exchanged for an acquired business over the fair value of assets acquired including tangible assets and indefinite-lived intangible assets and liabilities assumed is recorded as Goodwill. Goodwill represents the anticipated synergies from combining the acquired assets with the Company.


Recognition and Measurement of Assets Acquired and Liabilities Assumed at Estimated Fair Value


The total purchase consideration has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the acquisition date. Goodwill was derived from the excess of the aggregate fair value of consideration exchanged for the acquisition of Alpine over the fair value of assets acquired and liabilities assumed. Based upon the fair values determined by the Company, in which the Company considered or relied in part upon a valuation report of a third-party expert. These fair value measurements were based on Level 3 measurements under the fair value hierarchy. The following table summarizes the allocation of the purchase price for the acquisition (in thousands):


Indefinite-lived intangible assets

  $ 19,738  

Goodwill

    14,542  

Net tangible assets

    (139 )

Deferred tax liabilities

    (6,908 )

Total purchase price allocation

  $ 27,233  

Goodwill


The changes in the carrying amount of goodwill for the year ended December 31, 2014 were as follows (in thousands):


Balance as of December 31, 2013

  $ 2,117  

Goodwill recorded in connection with the acquisition of Alpine

    14,542  

Balance as of December 31, 2014

  $ 16,659  

The goodwill recognized from the acquisition of Alpine is not deductible for tax purposes.


Indefinite-lived Intangible Assets — IPR&D


Intangible assets with indefinite lives represent the value assigned to IPR&D that, as of the acquisition date, the Company determined that technological feasibility had not been established, and the IPR&D had no alternative future use. IPR&D represents a series of awarded patents and filed patent applications that are the basis of the platform which forms a major part of the planned future products. The indefinite-lived intangible assets will be subject to annual impairment testing until completion or abandonment of the projects. Upon completion of the project, the Company will make a separate determination of useful life of the indefinite-lived intangible assets and the related amortization will be recorded as an expense over the estimated useful life.


The fair value of the indefinite-lived intangible assets of $19.7 million was determined by the Company, which relied upon a valuation report from an independent third party valuation expert using the income approach and estimates and assumptions provided by the Company’s management. The income approach is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. The rates utilized to discount net cash flows to their present values were based on a range of discount rates of 40% to 60% applied to the intangible assets to reflect the risk of the asset revenues derived from the respective intangible asset. Subsequent to the closing of the merger, research and development cost incurred on the IPR&D and general and administrative expenses associated with salaries and legal costs are expensed as incurred. From August 8, 2014 to December 31, 2014, the Company incurred nominal expenses from Alpine.


Deferred Tax Liabilities


Deferred tax liabilities of $6.9 million were the result of book versus tax difference attributable to the identifiable intangible asset multiplied by the statutory tax rate for the relevant jurisdiction.


Acquisition-Related Expenses


Acquisition-related expenses of $0.5 million, including legal and regulatory costs, were expensed as incurred and recorded in general and administrative expense in the Company’s condensed consolidated statements of operations for the twelve months ended December 31, 2014.


Unaudited Pro Forma Financial Information


The following pro forma condensed combined financial information gives effect to the acquisition of Alpine as if it were consummated on January 1, 2013 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to share-based compensation expense and direct and incremental transaction costs reflected in the historical financial statements. The pro forma condensed combined financial information is presented for informational purposes only. The pro forma condensed combined financial information is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2013 and should not be taken as representative of future results of operations of the combined company.


The following table presents the unaudited pro forma condensed combined financial information (in thousands, except per share amounts):


   

Year Ended December 31,

 
   

2014

   

2013

 

Net loss

  $ (51,297 )   $ (39,287 )

Net loss per share – basic and diluted

  $ (0.66 )   $ (0.63 )

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Note 6 - Share Capital
12 Months Ended
Dec. 31, 2014
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]

6.      SHARE CAPITAL


Class UA preferred stock


As of December 31, 2014 and 2013, the Company had 12,500 shares of Class UA preferred stock authorized, issued and outstanding. The Class UA preferred stock has the following rights, privileges, and limitations:


Voting. Each share of Class UA preferred stock will not be entitled to receive notice of, or to attend and vote at, any Stockholder meeting unless the meeting is called to consider any matter in respect of which the holders of the shares of Class UA preferred stock would be entitled to vote separately as a class, in which case the holders of the shares of Class UA preferred stock shall be entitled to receive notice of and to attend and vote at such meeting. Amendments to the certificate of incorporation of Oncothyreon that would increase or decrease the par value of the Class UA preferred stock or alter or change the powers, preferences or special rights of the Class UA preferred stock so as to affect them adversely would require the approval of the holders of the Class UA preferred stock.


Conversion. The Class UA preferred stock is not convertible into shares of any other class of Oncothyreon capital stock.


Dividends. The holders of the shares of Class UA preferred stock will not be entitled to receive dividends.


Liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, the holders of the Class UA preferred stock will be entitled to receive, in preference to the holders of the Company’s common stock, an amount equal to the lesser of (1) 20% of the after tax profits (“net profits”), determined in accordance with Canadian generally accepted accounting principles, where relevant, consistently applied, for the period commencing at the end of the last completed financial year of the Company and ending on the date of the distribution of assets of the Company to its stockholders together with 20% of the net profits of the Company for the last completed financial year and (2) CDN $100 per share.


Holders of Class UA preferred stock are entitled to mandatory redemption of their shares if the Company realizes “net profits” in any year. For this purpose, “net profits … means the after tax profits determined in accordance with generally accepted accounting principles, where relevant, consistently applied.” The Company has taken the position that this applies to Canadian GAAP and, accordingly, there have been no redemptions to date.


Redemption. The Company may, at its option and subject to the requirements of applicable law, redeem at any time the whole or from time to time any part of the then-outstanding shares of Class UA preferred stock for CDN $100 per share. The Company is required each year to redeem at CDN $100 per share that number of shares of Class UA preferred stock as is determined by dividing 20% of the net profits by CDN $100.


The difference between the redemption value and the book value of the Class UA preferred stock will be recorded at the time that the fair value of the shares increases to redemption value based on the Company becoming profitable as measured using Canadian GAAP.


Preferred stock


As of December 31, 2014 and 2013, the Company had authorized 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share. As of December 31, 2014 and 2013, the Company had 10,000 shares and zero shares of Series A convertible preferred stock issued and outstanding, respectively. Shares of preferred stock may be issued in one or more series from time to time by the board of directors of the Company, and the board of directors is expressly authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of preferred stock. Subject to the determination of the board of directors of the Company, the preferred stock would generally have preferences over common stock with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding up of the Company.


On September 22, 2014, in connection with the public offering of 10,000 shares of the Company’s Series A convertible preferred stock, the Company designated 10,000 shares of its authorized and unissued preferred stock as Series A convertible preferred stock and filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Delaware Secretary of State. Each share of Series A convertible preferred stock is convertible into 1,000 shares of the Company’s common stock at any time at the holder’s option. The holder, however, will be prohibited from converting Series A convertible preferred stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of the Company’s common stock then issued and outstanding. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series A convertible preferred stock will receive a payment equal to $0.0001 per share of Series A convertible preferred stock before any proceeds are distributed to the holders of common stock, but after any proceeds are distributed to the holder of the Company’s Class UA preferred stock. Shares of Series A convertible preferred stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series A convertible preferred stock will be required to amend the terms of the Series A convertible preferred stock. Shares of Series A convertible preferred stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors, and will rank:


 

senior to all common stock;


 

senior to any class or series of capital stock hereafter created specifically ranking by its terms junior to the Series A convertible preferred stock;


 

on parity with any class or series of capital stock hereafter created specifically ranking by its terms on parity with the Series A convertible preferred stock; and


 

junior to the Company’s Class UA preferred stock and any class or series of capital stock hereafter created specifically ranking by its terms senior to the Series A convertible preferred stock;


in each case, as to distribution of assets upon the Company’s liquidation, dissolution or winding up whether voluntarily or involuntarily.


On February 11, 2015, the Company closed concurrent but separate underwritten offerings of 13,500,000 shares of its common stock at a price to the public of $1.50 per share, for estimated gross proceeds of , approximately $20 million and 1,333 shares of its Series B Convertible Preferred Stock at a price to the public of $1,500 per share, for estimated gross proceeds of approximately $2 million. Each share of Series B Convertible Preferred Stock is non-voting and convertible into 1,000 shares of the Company's common stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would beneficially own more than 4.99% of the common stock then outstanding. As part of the common stock offering, the Company also granted the underwriters a 30-day option to purchase 2,025,000 additional shares of the Company's common stock. On February 18, 2015, the Company closed a partial exercise of the underwriter’s option to purchase 1,199,660 additional shares of the Company’s common stock, at a price to the public of $1.50 per share, less underwriting discounts and commissions, which resulted in net proceeds to the Company of approximately $1.7 million. Aggregate gross proceeds from the offerings were approximately $24.0 million. Aggregate net proceeds from the offerings, after underwriting discounts, commissions and estimated expenses of $1.6 million, were approximately $22.4 million.


Concurrent but separate from these offerings, the Company entered into an exchange agreement with certain affiliates of Biotechnology Value Fund (BVF) to exchange 4,000,000 shares of common stock previously purchased by BVF for 4,000 shares of Series B Convertible Preferred Stock.


Common stock


On June 6, 2014, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of the Company's authorized common shares from 100,000,000 to 200,000,000. On June 6, 2014, the Company filed a Certificate of Amendment with the Delaware Secretary of State to effect such amendment.


As of December 31, 2014 and 2013, the Company had 200,000,000 shares and 100,000,000 shares of common stock, $0.0001 par value per share, authorized, respectively. The holders of common stock are entitled to receive such dividends or distributions as are lawfully declared on the Company’s common stock, to have notice of any authorized meeting of stockholders, and to exercise one vote for each share of common stock on all matters which are properly submitted to a vote of the Company’s stockholders. As a Delaware corporation, the Company is subject to statutory limitations on the declaration and payment of dividends. In the event of a liquidation, dissolution or winding up of the Company, holders of common stock have the right to a ratable portion of assets remaining after satisfaction in full of the prior rights of creditors, including holders of the Company’s indebtedness, all liabilities and the aggregate liquidation preferences of any outstanding shares of preferred stock. The holders of common stock have no conversion, redemption, preemptive or cumulative voting rights.


Amounts pertaining to issuances of common stock are classified as common stock on the consolidated balance sheet, approximately $9,160 and $7,067 of which represents par value of common stock as of December 31, 2014 and 2013 respectively. Additional paid-in capital primarily relates to amounts for share-based compensation (see “Note 7 — Share-based Compensation”).


Warrants


In connection with certain equity and debt financings, the Company issued warrants to purchase shares of its common stock.


In September 2010, the Company issued warrants to purchase 3,182,147 shares of its common stock in connection with a registered direct offering of its common stock and warrants. These warrants are classified as liabilities, as opposed to equity, due to the potential cash settlement upon the occurrence of certain transactions specified in the warrant agreement. Warrants to purchase 2,691,242 shares of the Company’s common stock from a May 2009 financing expired on May 26, 2014.


In February 2011, the Company issued 48,701 warrants, which were classified as equity, to purchase shares of common stock in connection with a Loan and Security Agreement entered into with General Electric Capital Corporation.


In June 2013, the Company issued warrants to purchase 5,000,000 shares of common stock, which were classified as equity, in connection with a registered direct offering to Biotechnology Value Fund, L.P. and other affiliates of BVF Partners L.P. (collectively, “BVF”).


A summary of outstanding warrants as of December 31, 2014 and 2013 and changes during the years is presented below.


   

2014

   

2013

 
   

Shares
Underlying
Warrants

   

Shares
Underlying

Warrants

 

Balance, beginning of year

    10,922,090       5,922,090  

Warrants issued

          5,000,000  

Warrants expired

    (2,691,242 )      

Balance, end of year

    8,230,848       10,922,090  

The following table summarizes information regarding warrants outstanding at December 31, 2014:


Exercise Prices

 

Shares
Underlying
Outstanding
Warrants

   

Expiry Date

$3.08

    48,701    

February 8, 2018

$4.24

    3,182,147    

October 12, 2015

$5.00

    5,000,000    

December 5, 2018

      8,230,848      

   


Years Ended December 31,

 
   

2014

   

2013

 

Shares underlying warrants outstanding classified as liabilities

    3,182,147       5,873,389  

Shares underlying warrants outstanding classified as equity

    5,048,701       5,048,701  

Equity Financings


On September 18, 2014, the Company entered into two underwriting agreements (each, an Underwriting Agreement) with Cowen and Company, LLC (Cowen) as representative of the underwriters named therein (Underwriters) for concurrent but separate offerings of the Company’s securities. On September 23, 2014, the Company closed concurrent but separate underwritten offerings of 10,000,000 shares of its common stock at a price of $2.00 per share, for gross proceeds of $20 million, and 10,000 shares of its Series A convertible preferred stock at a price of $2,000 per share, for gross proceeds of $20 million. Each share of Series A convertible preferred stock is non-voting and convertible into 1,000 shares of the Company’s common stock at any time at the option of the holder, provided that conversion will be prohibited if, as a result, the holder and its affiliates would beneficially own more than 4.99% of the common stock then outstanding. As part of the common stock offering, the Company also granted the underwriters, and the underwriters exercised, a 30-day option to purchase 1,500,000 additional shares of the Company’s common stock. Aggregate gross proceeds from the offerings were approximately $43.0 million. Aggregate net proceeds from the offerings, after commissions and estimated expenses of $2.8 million, was approximately $40.2 million which included $21.6 million from the Company’s common stock offering and $18.6 million from the Company’s Series A convertible preferred stock offering.


On June 4, 2013, the Company closed a registered direct offering of 5,000,000 units, with each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock, at $2.00 per unit for gross proceeds of $10 million. The warrants are exercisable at an exercise price of $5.00 per share any time on or after December 5, 2013 and expire December 5, 2018. The shares and warrants were sold to Biotechnology Value Fund, L.P. and other affiliates of BVF Partners L.P. in a registered direct offering conducted without an underwriter or placement agent. The net proceeds from the offering, after deducting estimated offering expenses, were approximately $9.9 million.


“At-the-Market” Program


On February 3, 2012, the Company entered into a Sales Agreement (the Sales Agreement) with Cowen to sell shares of the Company’s common stock, having aggregate gross sales proceeds up to $50,000,000, from time to time, through an “at-the-market” equity offering program under which Cowen acted as sales agent. Under the Sales Agreement, the Company set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provided that Cowen would be entitled to compensation for its services that would not exceed, but could be lower than, 3.0% of the gross sales price per share of all shares sold through Cowen under the Sales Agreement. On July 1, 2013, the Company commenced selling its common stock through the “at the market” equity offering program under the Sales Agreement. On September 17, 2014, the Company terminated the Sales Agreement in connection with the Company’s September 2014 equity offerings. The Company was not subject to any termination penalties related to termination of the Sales Agreement. As of September 17, 2014, the Company had sold an aggregate of 8,364,379 shares of its common stock under the Sales Agreement for gross proceeds of $16.6 million. The net proceeds from the sale of the shares, after deducting commission of approximately $0.5 million, were approximately $16.1 million.


Net loss per share


Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is calculated by adjusting the numerator and denominator of the basic net loss per share calculation for the effects of all potentially dilutive common shares. Potential dilutive shares of the Company’s common stock include stock options, restricted share units, warrants, Series A convertible preferred stock and shares granted under the 2010 ESPP. The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, adjustments to net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Furthermore, adjustments to the denominator are required to reflect the addition of the related dilutive shares.


The following table is a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations for the years ended December 31, 2014, 2013 and 2012:


   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 
   

(in thousands, except share and per share amounts)

 

Numerator:

                       

Net loss used to compute net loss per share

                       

Basic

  $ (49,963 )   $ (38,759 )   $ (3,415 )

Adjustments for change in fair value of warrant liability

                (25,520 )

Diluted

  $ (49,963 )   $ (38,759 )   $ (28,935 )
                         

Denominator:

                       

Weighted average shares outstanding used to compute net loss per share:

                       

Basic

    77,619,807       62,387,616       53,728,672  

Dilutive effect of warrants

                1,171,283  

Diluted

    77,619,807       62,387,616       54,899,955  

Net loss per share—basic

  $ (0.64 )   $ (0.62 )   $ (0.06 )

Net loss per share—diluted

  $ (0.64 )   $ (0.62 )   $ (0.53 )

The following table presents the number of shares that were excluded from the number of shares used to calculate diluted net loss per share:


   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 

Director and employee stock options

    5,217,535       4,415,033       2,934,453  

Warrants

    8,230,848       10,922,090       48,701  

Series A convertible preferred stock (as converted to common stock)

    10,000,000              

Non-employee director restricted share units

    163,204       191,613       140,968  

Employee stock purchase plan

    3,997       2,765       4,758  

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Note 7 - Share-based Compensation
12 Months Ended
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

7.      SHARE-BASED COMPENSATION


Share option plan


The Company sponsors a Share Option Plan (“Option Plan”) under which a maximum fixed reloading percentage of 10% of the issued and outstanding common shares of the Company may be granted to employees, directors, and service providers. Prior to April 1, 2008, options were granted with a per share exercise price, in Canadian dollars, equal to the closing market price of the Company’s shares of common stock on the Toronto Stock Exchange on the date immediately preceding the date of the grant. After April 1, 2008, options were granted with a per share exercise price, in U.S. dollars, equal to the closing price of the Company’s shares of common stock on The NASDAQ Global Market on the date of grant. Canadian dollar amounts reflected in the tables below, which approximates their U.S. dollar equivalents as differences between the U.S. dollar and Canadian dollar exchange rates for the periods reflected below are not material. Prior to January 2010, options granted under the Option Plan begin to vest after one year from the date of the grant, are exercisable in equal amounts over four years on the anniversary date of the grant, and expire eight years following the date of grant. After January 2010, options granted under the Option Plan begin to vest 25% on the first anniversary of the hiring date, with the balance vesting in monthly increments for 36 months following the first anniversary of hiring, and expire eight years following the date of grant. The current maximum number of shares of common stock reserved for issuance under the Option Plan is 9,160,135. As of December 31, 2014, 1,825,858 shares of common stock remain available for future grant under the Option Plan. A summary of option activity under the Option Plan as of December 31, 2014, and changes during such year is presented below. As described above, prior to April 1, 2008, exercise prices were denominated in Canadian dollars and in U.S. dollars thereafter. The weighted average exercise prices listed below are in their respective dollar denominations.


Options

 

Stock Options

   

Weighted
Average
Exercise
Price

   

Weighted
Average
Remaining
Contractual Term

   

Aggregate
Intrinsic Value

 

In Canadian dollars ($CDN):

                               

Outstanding at January 1, 2014

    687,533     $ 7.53                  

Granted

                           

Exercised

                           

Forfeited

    (6,666 )     8.64                  

Expired

    (508,332 )     7.42                  

Outstanding at December 31, 2014

    172,535     $ 7.80       0.37     $  

Vested or expected to vest at December 31, 2014

    172,535     $ 7.80       0.37     $  

Vested and exercisable at December 31, 2014

    172,535     $ 7.80       0.37     $  
                                 

In US dollars ($US):

                               

Outstanding at January 1, 2014

    3,727,500     $ 3.41                  

Granted

    1,444,500       1.82                  

Exercised

    (6,000 )     1.10                  

Forfeited

    (71,000 )     3.76                  

Expired

    (50,000 )     1.83                  

Outstanding at December 31, 2014

    5,045,000     $ 2.97       6.01     $ 543,010  

Vested or expected to vest at December 31, 2014

    4,938,695     $ 2.99       5.97     $ 529,330  

Vested and exercisable at December 31, 2014

    2,172,303     $ 3.96       4.35     $ 186,549  

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for all options that were in-the-money at December 31, 2014. The total fair value of stock options vested during the years ended December 31, 2014, 2013 and 2012 was $6.29 million, $4.73 million and $2.93 million, respectively. There were 6,000, zero and 2,655 stock options exercised for the year ended December 31, 2014, 2013 and 2012, respectively. Cash received from stock option exercises and the total intrinsic value of stock option exercises for the years ended December 31, 2014 and 2012 were immaterial and for the year ended December 31, 2013 were zero. As of December 31, 2014, there were 535,188 exercisable, in-the-money stock options based on the Company’s closing share price of $1.90 on The NASDAQ Global Market.


Share-based compensation expense related to the stock option plan of $1.7 million, $1.7 million and $1.4 million was recognized for the years ended December 31, 2014, 2013 and 2012, respectively. Total compensation cost related to non-vested stock options not yet recognized was $3.3 million as of December 31, 2014, which is expected to be recognized over the next 35 months on a weighted-average basis. The Company uses the Black-Scholes option pricing model to value options upon grant date, under the following weighted average assumptions:


   

2014

   

2013

   

2012

 

Weighted average grant-date fair value per stock option $US

  $ 1.24     $ 1.26     $ 3.41  

Expected dividend rate

                 

Expected volatility

    78.67 %     86.53 %     84.68 %

Risk-free interest rate

    1.65 %     1.90 %     0.89 %

Expected life of options in years

    5.82       6.0       6.0  

The expected term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method, which calculates the expected life as the average of the vesting term and the contractual term of the option. The Company’s historical stock option exercise data was impacted by a restructuring of its business in 2008. Because the Company does not have sufficient historical stock option exercise data to accurately estimate the expected term used for its valuation of stock options, the Company continues to use the simplified method to calculate the expected term of new stock option grants. As the Company accumulates more data and history related to the exercises of stock option awards, the Company will reassess its use of the simplified method to determine the expected term. The expected volatility is based on the historical volatility of the Company’s common stock for a period equal to the stock option’s expected life. The risk-free interest rate is based on the yield at the time of grant of a U.S. Treasury security with an equivalent expected term of the option. The Company does not expect to pay dividends on its common stock. The amounts estimated according to the Black-Scholes option pricing model may not be indicative of the actual values realized upon the exercise of these options by the holders.


Share-based compensation guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. The Company estimates forfeitures based on its historical experience.


Restricted share unit plan


The Company also sponsors a RSU Plan for non-employee directors that was established in 2005. The RSU Plan provides for grants to be made from time to time by the Board of Directors or a committee thereof. Each restricted stock unit granted will be made in accordance with the RSU Plan and terms specific to that grant and will be converted into one share of common stock less the cash payment provisions described below at the end of the grant period (not to exceed five years) without any further consideration payable to the Company in respect thereof. On June 6, 2014, the Company’s stockholders approved an increase of 500,000 shares in the number of shares of the Company’s common stock reserved for issuance under the RSU Plan. The current maximum number of common shares of the Company reserved for issuance pursuant to the RSU Plan is 966,666. As of December 31, 2014, 530,910 shares of common stock remain available for future grant under the RSU Plan. The fair value of the restricted share units has been determined to be the equivalent of the Company’s common share closing trading price on the date of grant as quoted on the NASDAQ Global Market.


Approximately 25% of each RSU represents a contingent right to receive cash upon vesting, and the Company is required to deliver an amount in cash equal to the fair market value of such shares on the vesting date to facilitate the satisfaction of the non-employee directors’ U.S. federal income tax obligation with respect to the vested RSUs. The outstanding RSU awards are required to be re-measured at each reporting date until settlement of the award, and changes in valuation are recorded as compensation expense for the period. To the extent that the liability recorded in the balance sheet is less than the original award value, the difference is recognized in equity. The fair value of the outstanding RSUs on the reporting date is determined to be the closing trading price of the Company’s common shares on that date.


Upon vesting, RSUs of 110,104, 46,906 and 43,397 with a weighted average fair value of $3.47, $1.84 and $3.55 were converted into 110,104, 46,906 and 43,397 shares of common stock for the years ended December 31, 2014, 2013 and 2012, respectively. Pursuant to an October 2011 amendment to the Company’s RSU Plan, the Company withheld 27,528 shares of the 110,104 RSUs for the year ended December 31, 2014, 11,730 shares of the 46,906 RSUs for the year ended December 31, 2013 and 10,846 shares of the 43,397 RSUs for the year ended December 31, 2012. The Company delivered to non-employee directors cash totaling $95,653, $21,636 and $38,544, which was equal to the fair value of the shares withheld on the vesting date in order to facilitate satisfaction of the non-employee directors’ income tax obligation with respect to the vested RSUs for the years ended December 31, 2014, 2013 and 2012, respectively.


A summary of the RSU activity under the Company’s RSU Plan as of December 31, 2014, and changes during such year is presented below:


Restricted Share Units

 

Restricted Share
Units

   

Weighted
Average
Fair Value per Unit

 

Outstanding at January 1, 2014

    191,613     $ 1.76  

Granted

    81,695       3.06  

Converted

    (110,104 )     3.47  

Outstanding at December 31, 2014

    163,204     $ 1.90  

Expected to vest at December 31, 2014

    163,204     $ 1.90  

As of December 31, 2014, there was no unrecognized compensation cost related to unvested RSUs. The re-measurement of the outstanding RSUs together with the grant and conversion of the RSUs resulted in an additional $0.4 million, $0.2 million and a reduction of $0.5 million in share-based compensation expense recorded in general and administrative expenses in the consolidated statement of operations for the years ended December 31, 2014, 2013 and 2012, respectively.


Employee Stock Purchase Plan


The Company adopted an ESPP on June 3, 2010, pursuant to which a total of 900,000 shares of common stock were reserved for sale to employees of the Company. The ESPP is administered by the compensation committee of the board of directors and is open to all eligible employees of the Company. Under the terms of the ESPP, eligible employees may purchase shares of the Company’s common stock at six month intervals during 18-month offering periods through their periodic payroll deductions, which may not exceed 15% of any employee’s compensation and may not exceed a value of $25,000 in any calendar year, at a price not less than the lesser of an amount equal to 85% of the fair market value of the Company’s common stock at the beginning of the offering period or an amount equal to 85% of the fair market value of the Company’s common stock on each purchase date. The maximum aggregate number of shares that may be purchased by each eligible employee during each offering period is 15,000 shares of the Company’s common stock.


Fair value of shares purchases under the Company’s ESPP was estimated at subscription dates using a Black-Scholes valuation model, which requires the input of highly subjective assumptions including expected stock price volatility and expected term. The expected volatility is based on the historical volatility of the Company’s common stock for a period equal to the ESPP’s expected life, which is determined by length of time between the subscription date and the purchase date. The risk-free interest rate is based on the yield at the time of grant of a U.S. Treasury security with an equivalent expected term of the ESPP. The Company does not expect to pay dividends on its common stock.


For the year ended December 31, 2014, 2013 and 2012, expense related to this plan was $101,796, $149,674 and $184,960, respectively. Under the ESPP, the Company issued 76,811 shares to employees at a purchase price of $1.49 per share during the year ended December 31, 2014. The Company issued 38,934 and 35,895 shares to employees at a purchase price of $1.46 and $1.57 per share respectively for the year ended December 31, 2013. The Company issued 49,086 and 6,338 shares to employees at a purchase price of $3.33 and $2.82 per share respectively for the year ended December 31, 2012. As of December 31, 2014, there are 600,533 shares reserved for future purchases and there was $25,559 of unrecognized compensation cost related to the ESPP, which is expected to be recognized over an estimated weighted-average period of 0.7 year.


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Note 8 - Collaborative and License Agreements
12 Months Ended
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaborative Arrangement Disclosure [Text Block]

8.      COLLABORATIVE AND LICENSE AGREEMENTS


Array BioPharma Agreements


On December 11, 2014, the Company entered into a License Agreement (the “License Agreement”) with Array BioPharma Inc. (“Array”). Pursuant to the License Agreement, Array has granted the Company an exclusive license to develop, manufacture and commercialize ONT-380, an orally active, reversible and selective small-molecule HER2 inhibitor. The License Agreement replaces and terminates the prior Development and Commercialization Agreement under which Oncothyreon and Array were jointly developing ONT-380, and going forward, the Company will be solely responsible for all pre-clinical and clinical development, regulatory and commercialization activities relating to ONT-380.


Under the terms of the License Agreement, the Company paid Array an upfront fee of $20 million, which was recorded as part of research and development expense upon initiation of the exclusive license agreement. In addition, if the Company sublicenses rights to ONT-380 to a third party, the Company will pay Array a percentage of any sublicense payments it receives, with the percentage varying according to the stage of development of ONT-380 at the time of the sublicense. If the Company is acquired within three years of the effective date of the License Agreement, and ONT-380 has not been sublicensed to another entity prior to such acquisition, then the acquirer will be required to make certain milestone payments of up to $280 million to Array, which are primarily based on potential ONT-380 sales. Array is also entitled to receive up to a double-digit royalty based on net sales of ONT-380.


The License Agreement will expire on a county-by-country basis ten years following the first commercial sale of the product in each respective country, but may be terminated earlier by either party upon material breach of the License Agreement by the other party or the other party’s insolvency, or by the Company on 180 days’ notice to Array. The Company and Array have also agreed to indemnify the other party for certain of their respective warranties and obligations under the License Agreement.


Pursuant to the terms of the License Agreement, the Company and Array agreed to terminate the Development and Commercialization Agreement, dated May 29, 2013 by and between the Company and Array (the “Collaboration Agreement”), pursuant to which the companies collaborated on the development and commercialization of ONT-380 for the treatment of cancer, including breast cancer. The Company paid Array an upfront fee of $10 million in 2013, which was recorded as part of research and development expense upon initiation of the collaboration.


The License Agreement replaces the Collaboration Agreement, and the termination of the Collaboration Agreement was effective on the date the parties entered into the License Agreement. The Company did not incur any early termination penalties as a result of termination of the Collaboration Agreement.


Celldex Therapeutics, Inc.


On May 28, 2014, the Company entered into a Co-Development Agreement with Celldex Therapeutics, Inc. (Celldex) to collaborate on a combined Phase 1b clinical trial of ONT-10 and varlilumab. The primary objective of the trial is to determine the safety and tolerability of the combined therapy. Additional objectives include evaluations of the impact of combination treatment on MUC1-specific humoral and cellular immune responses and anti-tumor effects.


The agreement provides that the Company will supply ONT-10 and Celldex will supply varlilumab. The Phase 1b trial will be conducted and funded by the Company. The Company and Celldex will jointly own the data from the trial and will make any plans for potential future development of the combination therapy together. There are no payments due under this agreement.


STC.UNM


Effective June 30, 2014, Alpine entered into an exclusive license agreement with STC.UNM, by assignment from The Regents of the University of New Mexico, to license the rights to use certain technology relating to protocells, a mesoporous silica nanoparticle delivery platform. Under the terms of the license agreement, the Company, as successor to Alpine, has the right to conduct research, clinical development and commercialize all inventions and products that are developed from the platform technology in certain fields of use as described in the license agreement. In exchange for the exclusive license, the Company is obligated to make a series of payments including on-going annual license payments, reimbursement of patent costs, success based milestones up to $5 million, a double-digit royalty on commercial sublicensing income and a low single-digit royalty based on net sales, if any. In addition, Alpine issued STC.UNM a number of shares of common stock such that STC.UNM owned 5% of the outstanding equity of Alpine prior to the merger between the Company and Alpine. Please refer to “Note 5 - Acquisition” of the audited financial statements included in this report for additional information regarding the Company’s acquisition of Alpine.


Merck KGaA


In May 2001, the Company and Merck KGaA entered into a collaborative arrangement to pursue joint global product research, clinical development and commercialization for two product candidates, including tecemotide (formerly known as L-BLP25 or Stimuvax), a MUC1-based liposomal cancer vaccine. This collaboration agreement was subsequently revised and ultimately replaced in 2008 with a license agreement. Under the 2008 license agreement, (1) the Company licensed to Merck KGaA the exclusive right to develop, commercialize and manufacture tecemotide and the right to sublicense to other persons all rights licensed to Merck KGaA by us, (2) the Company transferred certain manufacturing know-how, (3) the Company agreed not to develop any product, other than ONT-10, that is competitive with tecemotide and (4) if the Company intends to license the development or commercialization rights to ONT-10, Merck KGaA will have a right of first negotiation with respect to such rights. In 2014, Merck KGaA announced that it does not intend to continue the clinical development of tecemotide. Merck KGaA is continuing to support certain investigator-sponsored studies of tecemotide.


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Note 9 - Net Investment and Other Income (Expense) and Interest Expense
12 Months Ended
Dec. 31, 2014
Other Income and Expenses [Abstract]
Other Income and Other Expense Disclosure [Text Block]

9.      NET INVESTMENT AND OTHER INCOME (EXPENSE) AND INTEREST EXPENSE


Net investment and other income (expense) include the following components for the periods indicated:


   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 
   

(In thousands)

 

Investment income, net

  $ 73     $ 95     $ 128  

Loss on extinguishment of debt

                (279 )

Net foreign exchange gain (loss)

    (4 )     (3 )     1  

Gain (loss) on sale of equipment

    1       45       24  

Gain (loss) on sale of investment

    6             (1 )

Other income

                 

Total investment and other income (expense), net

  $ 76     $ 137     $ (127 )

During part of 2012, the Company had a $5 million term loan outstanding which carried a fixed rate of 10.64% per annum and was payable over a 42-month period.


On June 29, 2012, the Company paid approximately $4.1 million to extinguish the outstanding balance of its term loan prior to its scheduled maturity. During the year ended December 31, 2012, the Company incurred a $0.3 million loss on early extinguishment of debt, which consisted of a prepayment penalty of 3% on the outstanding principal, the write-off of unamortized deferred financing costs and unamortized debt discount and legal expenses related to extinguishment of debt.


Interest expense for the years ended December 31, 2012 was $308,745. Interest expense is calculated using the effective interest method and includes non-cash amortization of debt discount and capitalized loan fees in the amount of $77,504 for the years ended December 31, 2012.


There were no interest expenses for the year ended December 31, 2014 and 2013.


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Note 10 - Income Tax
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]

10.      INCOME TAX


There was no income tax provision or benefit for the years ended December 31, 2014, 2013 and 2012.


The provision for income taxes was different from the expected statutory federal income tax rate as follows:


   

2014

   

2013

   

2012

 

Tax benefit at statutory rate

    35.0 %     35.0 %     35.0 %

Change in fair value of warrant liability

    0.6       2.1       261.5  

Stock based compensation

    (2.1     (0.1     (1.9

Other

    0.5       (0.0 )     (1.9 )

Change in valuation allowance

    (30.1 )     (37.0 )     (292.7 )

Expiration of loss carryforwards and credits

    (2.9 )     (0.0 )     (0.0 )

Income tax benefit (provision)

    0.0 %     0.0 %     0.0 %

The Company’s net deferred tax assets and deferred tax liabilities were recorded in other assets and accrued and other liabilities, respectively on the Consolidated Balance Sheets and consist of the following as of December 31, 2014 and 2013:


   

2014

   

2013

 
   

(In thousands)

 

Deferred tax assets

               

Current

               

Accrued expenses and other

  $ 676     $ 569  

Valuation allowance

    (673 )     (567 )

Net current deferred tax assets

    3       2  
                 

Non-current deferred tax assets

               

Tax benefits from losses carried forward and tax credits

    154,559       156,938  

Stock based compensation

    2,088       2,506  

Intangible assets

    11,449       1,030  

Other

    107       114  
      168,203       160,588  

Valuation allowance

    (167,895 )     (160,354 )

Net non-current deferred tax assets

    308       234  
                 

Deferred tax liabilities

               

Current

               

Prepaid expenses

    311       236  

Total current deferred tax liabilities

    311       236  
                 

Noncurrent

               

Intangible asset

    6,908        

Total noncurrent deferred tax liabilities

    6,908        

Net deferred tax liability

  $ 6,908     $  

Based on the available evidence, the Company has recorded a full valuation allowance against its net deferred income tax assets as it is more likely than not that the benefit of these deferred tax assets will not be realized. The valuation allowance increased by $7.6 million and $7.6 million during the years ended December 31, 2014 and December 31, 2013, respectively.


On August 8, 2014 Alpine Biosciences Inc., merged into and with Protocell Therapeutics Inc., a wholly owned subsidiary of Oncothyreon Inc. For tax purposes this transaction is treated as a stock acquisition and therefore the tax attributes of Alpine were recorded through purchase accounting. There was no release of the valuation allowance due to the acquisition.


The Company has recorded the following reserve for uncertain tax positions as of December 31, 2014, 2013 and 2012:


   

2014

   

2013

   

2012

 
   

(In thousands)

 

Balance at January 1

  $ 662     $ 662     $ 729  

Increase related to prior year tax positions

                12  

Decrease related to current year tax positions

    (117 )            

Lapses of statute of limitations

                (79 )

Balance at December 31

  $ 545     $ 662     $ 662  

None of the unrecognized tax benefits that, if recognized, would affect the effective tax rate due to valuation allowance. We are currently not under audit by the federal, state and foreign tax authorities. We do not believe that it is reasonably possible that the total amounts of unrecognized tax benefit will materially increase or decrease within the next 12 months.


United States


The Company has accumulated net operating losses in the United States of $183.9 million and $168.4 million for United States federal tax purposes at December 31, 2014 and 2013, respectively, some of which are restricted pursuant to Section 382 of the Internal Revenue Code, and which may not be available entirely for use in future years. These losses expire in fiscal years 2018 through 2034. The Company has federal research and development tax credit carry forwards of $0.5 million that will expire in fiscal years 2018 through 2023, if not utilized.


Canada


The Company has unclaimed Canada federal investment tax credits of $17.6 million and $19.1 million at December 31, 2014 and 2013, respectively, that expire in fiscal years 2018 through 2029. The Company has scientific research & experimental development expenditures of $118.0 million and $128.3 million for Canada federal purposes and $51.7 million and $56.2 million for provincial purposes at December 31, 2014 and 2013, respectively. These expenditures may be utilized in any period and may be carried forward indefinitely. The Company also has Canada federal capital losses of $160.3 million and $174.3 million and provincial capital losses of $160.4 million and $174.4 million at December 31, 2014 and 2013, respectively, that can be carried forward indefinitely to offset future capital gains. The Company has accumulated net operating losses of $5.5 million and $5.7 million at December 31, 2014 and 2013 for Canada federal tax purposes and $3.5 million and $3.6 million at December 31, 2014 and 2013 for provincial purposes which expire between 2027 and 2033. The Company is subject to examination by the Canada Revenue Agency for years after 2008. However carryforward attributes that were generated prior to 2008 may still be adjusted by a taxing authority upon examination if the attributes have been or will be used in a future period.


Other


The Company files federal and foreign income tax returns in the United States and abroad. For U.S. federal income tax purposes, the statute of limitations is open for 1998 and onward for the United States and Canada due to net operating loss carried forwards.


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Note 11 - Contingencies, Commitments, and Guarantees
12 Months Ended
Dec. 31, 2014
Disclosure Text Block Supplement [Abstract]
Commitments Contingencies and Guarantees [Text Block]

11.      CONTINGENCIES, COMMITMENTS, AND GUARANTEES


Royalties


Pursuant to various license agreements, the Company is obligated to make payments based both on the achievement of certain milestones and a percentage of revenues derived from the licensed technology and royalties on net sales.


Employee benefit plan


Under a defined contribution plan available to permanent employees, the Company is committed to matching employee contributions up to limits set by the terms of the plan, as well as limits set by U.S. tax authorities. The Company’s matching contributions to the plan totaled $0.2 million for each of the three year ended December 31, 2014, 2013 and 2012. There were no changes to the plan during the year ended December 31, 2014.


Lease obligations — operating leases


The Company is committed to annual minimum payments under operating lease agreements for its office and laboratory space and equipment) as follows (in thousands):


Year Ending December 31,

       

2015

  $ 609  

2016

    618  

2017

    622  

2018

    604  

Thereafter

     
    $ 2,453  

Rental expense for operating leases in the amount of $0.5 million has been recorded in the consolidated statements of operations for each of the years ended December 31, 2014, 2013 and 2012, respectively. In May 2008, the Company entered into a lease agreement to lease office and laboratory space for its headquarters in Seattle, Washington totaling approximately 17,000 square feet. The lease, which expires in December 2018, provides for a monthly base rent of $47,715 increasing to $52,259 in 2018. The Company has also entered into operating lease obligations through July 2017 for certain office equipment, which are included in the table above.


Guarantees


In the normal course of operations, the Company indemnifies counterparties in transactions such as purchase and sale contracts for assets or shares, service agreements, director/officer contracts and leasing transactions. These indemnification agreements may require the Company to compensate the counterparties for costs incurred as a result of various events, including environmental liabilities, changes in (or in the interpretation of) laws and regulations, or as a result of litigation claims or statutory sanctions that may be suffered by the counterparties as a consequence of the transaction. The terms of these indemnification agreements vary based upon the contract, the nature of which prevents the Company from making a reasonable estimate of the maximum potential amount that could be required to pay to counterparties. Historically, the Company has not made any significant payments under such indemnification agreements and no amounts have been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees. 


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Note 12 - Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]
Subsequent Events [Text Block]

12.      SUBSEQUENT EVENTS


On February 11, 2015, the Company closed concurrent but separate underwritten offerings of 13,500,000 shares of its common stock at a price to the public of $1.50 per share, for estimated gross proceeds of , approximately $20 million and 1,333 shares of its Series B Convertible Preferred Stock at a price to the public of $1,500 per share, for estimated gross proceeds of approximately $2 million. Each share of Series B Convertible Preferred Stock is non-voting and convertible into 1,000 shares of the Company's common stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would beneficially own more than 4.99% of the common stock then outstanding. As part of the common stock offering, the Company also granted the underwriters a 30-day option to purchase 2,025,000 additional shares of the Company's common stock. On February 18, 2015, the Company closed a partial exercise of the underwriter’s option to purchase 1,199,660 additional shares of the Company’s common stock, at a price to the public of $1.50 per share, less underwriting discounts and commissions, which resulted in net proceeds to the Company of approximately $1.7 million. Aggregate gross proceeds from the offerings were approximately $24.0 million. Aggregate net proceeds from the offerings, after underwriting discounts, commissions and estimated expenses of $1.6 million, were approximately $22.4 million. Concurrent but separate from these offerings, the Company entered into an exchange agreement with certain affiliates of Biotechnology Value Fund (BVF) to exchange 4,000,000 shares of common stock previously purchased by BVF for 4,000 shares of Series B Convertible Preferred Stock.


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Note 13 - Condensed Quarterly Financial Data (Unaudited)
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Quarterly Financial Information [Text Block]

13.      CONDENSED QUARTERLY FINANCIAL DATA (unaudited)


The following table contains selected unaudited statement of operations information for each quarter of 2014 and 2013. The unaudited information should be read in conjunction with the Company’s audited financial statements and related notes included elsewhere in this report. The Company believes that the following unaudited information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.


Quarterly Financial Data:


   

Three Months Ended,

 
   

March 31

   

June 30

   

September 30

   

December 31

 
   

(In thousands, except per share data)

 

2014

                               

Operating expenses(1)

  $ 7,160     $ 7,797     $ 8,020     $ 27,858  

Net loss(1)(2)

    (9,616 )     (6,032 )     (6,736 )     (27,578 )

Net loss per share — basic and diluted

    (0.14 )     (0.09 )     (0.09 )     (0.30 )

2013

                               

Operating expenses(3)

  $ 7,991     $ 18,047     $ 7,602     $ 7,583  

Net loss(3)(4)

    (8,288 )     (16,398 )     (7,710 )     (6,363 )

Net loss per share — basic and diluted

    (0.14 )     (0.28 )     (0.12 )     (0.09 )

(1)

Operating expenses and net loss for the three months ended December 31, 2014 includes an upfront fee of $20.0 million paid to Array in connection with our license agreement in December 2014 (see Note 8).


(2)

Net loss for the three months ended March 31, June 30, September 30 and December 31, 2014 includes change in fair value of warrants income (expense) of approximately $(2.5) million, $1.7 million, $1.3 million and $0.3 million respectively (see Note 3).


(3)

Operating expenses and net loss for the three months ended June 30, 2013 includes an upfront fee of $10.0 million paid to Array upon initiation of a collaboration agreement that the Company entered into in May 2013 (see Note 8).


(4)

Net loss for the three months ended March 31, June 30, September 30 and December 31, 2013 includes change in fair value of warrants income (expense) of approximately $(0.3) million, $1.6 million, $(0.2) million and $1.2 million respectively (see Note 3).


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Accounting Policies, by Policy (Policies)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]

Basis of presentation


These consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the following significant accounting policies.

Consolidation, Policy [Policy Text Block]

Basis of consolidation


The Company’s consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries, including Protocell Therapeutics Inc., Oncothyreon Canada Inc., Biomira Management Inc., ProlX Pharmaceuticals Corporation, Biomira BV and Oncothyreon Luxembourg. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates, Policy [Policy Text Block]

Accounting estimates


The preparation of financial statements in accordance with U.S. GAAP requires management to make complex and subjective judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. By their nature, these judgments are subject to an inherent degree of uncertainty and as a consequence actual results may differ from those estimates.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and cash equivalents


Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of 90 days or less at the time of purchase. At December 31, 2014, cash and cash equivalents was comprised of $6.4 million in cash, and $4.1 million in money market funds. As of December 31, 2013, cash and cash equivalents was comprised of $3.2 million in cash and $6.1 million in money market funds. The carrying value of cash equivalents approximates their fair value.

Investment, Policy [Policy Text Block]

Investments


Investments are classified as available-for-sale securities and are carried at fair value with unrealized temporary holding gains and losses, where applicable, excluded from net income or loss and reported in other comprehensive income or loss and also as a net amount in accumulated other comprehensive income or loss until realized. Available-for-sale securities are written down to fair value through income whenever it is necessary to reflect an other-than-temporary impairment. The Company determined that the unrealized losses on its marketable securities as of December 31, 2014 were temporary in nature, and the Company currently does not intend to sell these securities before recovery of their amortized cost basis. All short-term investments are limited to a final maturity of less than one year from the reporting date. The Company’s long-term investments are investments with maturities exceeding 12 months but less than five years from the reporting date. The Company is exposed to credit risk on its cash equivalents, short-term investments and long-term investments in the event of non-performance by counterparties, but does not anticipate such non-performance and mitigates exposure to concentration of credit risk through the nature of its portfolio holdings. If a security falls out of compliance with the Company’s investment policy, it may be necessary to sell the security before its maturity date in order to bring the investment portfolio back into compliance. The cost basis of any securities sold is determined by specific identification. The fair value of available-for-sale securities is based on prices obtained from a third-party pricing service. The Company utilizes third-party pricing services for all of its marketable debt security valuations. The Company reviews the pricing methodology used by the third-party pricing services including the manner employed to collect market information. On a periodic basis, the Company also performs review and validation procedures on the pricing information received from the third-party pricing services. These procedures help ensure that the fair value information used by the Company is determined in accordance with applicable accounting guidance. Proceeds from sales of available-for-sale securities were $12.5 million for the year ended December 31, 2014. The amortized cost, unrealized gain or losses and fair value of the Company’s cash, cash equivalents and investments for the periods presented are summarized below:


   

Amortized
Cost

   

Gross
Unrealized
Gains

   

Gross
Unrealized
Losses

   

Fair Value

 
   

(In thousands)

 

As of December 31, 2014:

                               

Cash

  $ 6,351     $     $     $ 6,351  

Money market funds

    4,103                   4,103  

Debt securities of U.S. government agencies

    43,862       1       (19 )     43,844  

Corporate bonds

    9,423       2       (9 )     9,416  

Total

  $ 63,739     $ 3     $ (28 )   $ 63,714  

As of December 31, 2013:

                               

Cash

  $ 3,221     $     $     $ 3,221  

Money market funds

    6,058                   6,058  

Debt securities of U.S. government agencies

    49,878       18       (6 )     49,890  

Corporate bonds

    13,390       4       (1 )     13,393  

Total

  $ 72,547     $ 22     $ (7 )   $ 72,562  

The following table summarizes the Company’s available for sale securities by contractual maturity:


   

As of December 31, 2014

   

As of December 31, 2013

 
   

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 
   

(In thousands)

 

Less than one year

  $ 51,338     $ 51,319     $ 56,789     $ 56,806  

Greater than one year but less than five years

    6,050       6,044       12,537       12,535  

Total

  $ 57,388     $ 57,363     $ 69,326     $ 69,341  
Warrants Policy [Policy Text Block]

Warrants


Warrants issued in connection with the Company’s May 2009 and September 2010 financings are recorded as liabilities as both have the potential for cash settlement upon the occurrence of a fundamental transaction (as defined in the warrant; see “Note 6 — Share Capital”). Changes in the fair value of the warrants are recognized as other income (expense) in the consolidated statements of operations. Warrants issued in connection with the Company’s May 2009 financing expired on May 26, 2014.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts and other receivables


Accounts and other receivables are reviewed whenever circumstances indicate that the carrying amount of the receivable may not be recoverable. At this time, the Company does not deem an allowance to be necessary.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and equipment, depreciation and amortization


Property and equipment are recorded at cost and depreciated over their estimated useful lives on a straight-line basis, as follows:


   

Scientific and office equipment (years)

Computer software and equipment (years)

Leasehold improvements and leased equipment

Shorter of useful life or the term of the lease

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-lived assets


Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for impairment, the Company first compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its estimated fair value. Fair value is determined by management through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment charges were recorded for any of the periods presented.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Indefinite-lived intangible assets — IPR&D


Intangible assets related to In Process Research & Development (IPR&D) are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. Upon completion of the project, the Company will make a separate determination of useful life of the IPR&D and the related amortization will be recorded as an expense over the estimated useful life. If the IPR&D is abandoned, the carrying value of the asset will be expensed. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on October 1 of each year or more frequently when events or changes in circumstances indicate that the asset may be impaired. In the event that the carrying value of IPR&D exceeds its fair value, an impairment loss would be recognized. Subsequent research and development costs associated with the initial recognition of IPR&D assets are expensed as incurred. No impairment charges were recorded for any of the periods presented.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill 


Goodwill is not amortized, but is reviewed annually for impairment on October 1 of each year or more frequently when events or changes in circumstances indicate that the asset may be impaired. In the event that the carrying value of goodwill exceeds its fair value, an impairment loss would be recognized. No impairment charges were recorded for any of the periods presented.

Deferred Charges, Policy [Policy Text Block]

Deferred rent


Rent expense is recognized on a straight-line basis over the term of the lease. Lease incentives, including rent holidays provided by lessors, and rent escalation provisions are accounted for as deferred rent.

Revenue Recognition, Policy [Policy Text Block]

Revenue recognition


The Company recognizes revenue when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable, and collection is reasonably assured.

Research and Development Expense, Policy [Policy Text Block]

Research and development costs


Research and development expenses include personnel and facility related expenses, which includes depreciation and amortization, outside contract services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. In instances where the Company enters into agreements with third parties for clinical trials, manufacturing and process development, research, licensing arrangements and other consulting activities, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.


The Company’s accruals for clinical trials are based on estimates of the services received and pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical trial activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events, the successful accrual of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received. As such, expense accruals related to clinical trials are recognized based on its estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.

Earnings Per Share, Policy [Policy Text Block]

Income or loss per share


Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is calculated by adjusting the numerator and denominator of the basic net loss per share calculation for the effects of all potentially dilutive common shares. Potential dilutive shares of the Company’s common stock include stock options, restricted share units, warrants, Series A convertible preferred stock and shares granted under the 2010 ESPP. The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, adjustments to net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Furthermore, adjustments to the denominator are required to reflect the addition of the related dilutive shares. Basic net loss per share equaled the diluted loss per share for the year ended December 31, 2014 and 2013, since the effect of the shares potentially issuable upon the exercise or conversion was anti-dilutive. For additional information regarding the income or loss per share, see “Note 6 — Share Capital.”

Income Tax, Policy [Policy Text Block]

Income taxes


The Company follows the asset and liability method of accounting for income taxes. Under this method,deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.


The Company recognizes the financial statement effects of a tax position when it is more likely than not,based on the technical merits, that the position will be sustained upon examination. The Company does not believe any uncertain tax positions currently pending will have a material adverse effect on its consolidated financial statements nor expects any material change in its position in the next twelve months. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carryforwards available to be utilized currently.

Comprehensive Income, Policy [Policy Text Block]

Accumulated other comprehensive income (loss)


Comprehensive income or loss is comprised of net income or loss and other comprehensive income or loss. Other comprehensive income or loss includes unrealized gains and losses on the Company’s available-for-sale investments. In addition to unrealized gains and losses on investments, accumulated other comprehensive income or loss consists of foreign currency translation adjustments which arose from the conversion of the Canadian dollar functional currency consolidated financial statements to the U.S. dollar reporting currency consolidated financial statements prior to January 1, 2008. Should the Company liquidate or substantially liquidate its investments in its foreign subsidiaries, the Company would be required to recognize the related cumulative translation adjustments pertaining to the liquidated or substantially liquidated subsidiaries, as a charge to earnings in the Company’s consolidated statements of operations and comprehensive loss.


Realized gains of approximately $6,000 on sales of available-for-sale securities were reclassified out of accumulated other comprehensive loss and recorded as part of net other income (expense) on the Company’s consolidated statements of operations for the year ended December 31, 2014. The table below shows the changes in accumulated balances of each component of accumulated other comprehensive loss for the twelve months ended December 31, 2014, 2013 and 2012:


   

Net unrealized
gains/(losses) on
Available-for-sale
Securities

   

Foreign
Currency
Translation
Adjustment

   

Accumulated
Other
Comprehensive

Loss

 
   

(In thousands)

 

Balance at December 31, 2011

  $ 22     $ (5,066 )   $ (5,044 )

Other comprehensive income

    8             8  

Balance at December 31, 2012

    30       (5,066 )     (5,036 )

Other comprehensive loss

    (15 )           (15 )

Balance at December 31, 2013

    15       (5,066 )     (5,051 )

Other comprehensive loss

    (40 )           (40 )

Balance at December 31, 2014

  $ (25 )   $ (5,066 )   $ (5,091 )
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Business Combinations


In a business combination, the Company determines if the acquired property and activities meet the definition of a business under current accounting guidance. If the combination meets the definition of a business, the Company measures the significance of the combination to determine the required reporting and disclosure requirements for the transaction. Business combinations are required to be accounted for under the acquisition method which requires that identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree be recognized and measured as of the acquisition date at fair value. In addition, all consideration transferred must be measured at its acquisition-date fair value.


When necessary, the Company uses a third party valuation expert to determine the fair value of the identifiable assets and liabilities acquired. The estimated fair values of in-process research and development acquired in a business combination which have not been fully developed are capitalized as indefinite-lived intangible assets and impairment testing is conducted periodically.

Business Combinations Policy [Policy Text Block]

Business Combinations


In a business combination, the Company determines if the acquired property and activities meet the definition of a business under current accounting guidance. If the combination meets the definition of a business, the Company measures the significance of the combination to determine the required reporting and disclosure requirements for the transaction. Business combinations are required to be accounted for under the acquisition method which requires that identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree be recognized and measured as of the acquisition date at fair value. In addition, all consideration transferred must be measured at its acquisition-date fair value.


When necessary, the Company uses a third party valuation expert to determine the fair value of the identifiable assets and liabilities acquired. The estimated fair values of in-process research and development acquired in a business combination which have not been fully developed are capitalized as indefinite-lived intangible assets and impairment testing is conducted periodically.

Segment Reporting, Policy [Policy Text Block]

Segment information


The Company operates in a single business segment — research and development of therapeutic products for the treatment of cancer.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent accounting pronouncements


In November 2014, FASB issued Accounting Standards Update 2014-16, Derivatives and Hedging (Topic 815), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or Equity, a consensus of the FASB Emerging Issues Task Force. The standard eliminates diversity in the practice of determining whether the nature of a host contract with a hybrid financial instrument issued in the form of a share is more akin to debt or equity and applies to all reporting entities that are issuers of hybrid financial instruments issued in the form of a share. This standard provides that the determination would be based on a consideration of all economic characteristics and the risk of the entire hybrid financial instrument, including the embedded derivative function. Upon adoption, each issued hybrid share instrument must be evaluated to determine whether it contains embedded features that require bifurcation or no longer require bifurcation under the new standard. Retrospective application and early adoption would both be permitted. The standard is effective for public business entities for fiscal years, and interim periods within those years, beginning after 15 December 2015. The Company is currently evaluating the impact this standard will have on the consolidated financial position or results of operations.


In August 2014, FASB issued Accounting Standard Update 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact this standard will have on the consolidated financial position or results of operations.


In May 2014, FASB issued Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606) that will supersede most revenue recognition standards. Under the new standard, an entity will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the entity expects to be entitled in exchange for those goods or services. An entity would recognize revenue through a five-step process: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This standard also requires enhanced disclosures and provides more comprehensive guidance for transactions such as service revenue and contract modifications. Guidance for multiple-element arrangements also has been enhanced. The standard will take effect for public entities for annual reporting periods beginning after December 15, 2016, including interim reporting periods. Early application is not permitted. The Company is currently evaluating the impact this standard will have on the consolidated financial position or results of operations.


In July 2013, FASB issued guidance on presentation of an unrecognized tax benefit in financial statements when a net operating loss (NOL) carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for an NOL carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. The guidance does not require new recurring disclosures. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013 for public entities. Early adoption and retrospective application are permitted. The Company adopted this standard on January 1, 2014. The adoption of this standard had no impact on the presentation of the Company’s unrecognized tax benefits or on the consolidated financial position or results of operations.

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Note 2 - Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]
Unrealized Gain (Loss) on Investments [Table Text Block]
   

Amortized
Cost

   

Gross
Unrealized
Gains

   

Gross
Unrealized
Losses

   

Fair Value

 
   

(In thousands)

 

As of December 31, 2014:

                               

Cash

  $ 6,351     $     $     $ 6,351  

Money market funds

    4,103                   4,103  

Debt securities of U.S. government agencies

    43,862       1       (19 )     43,844  

Corporate bonds

    9,423       2       (9 )     9,416  

Total

  $ 63,739     $ 3     $ (28 )   $ 63,714  

As of December 31, 2013:

                               

Cash

  $ 3,221     $     $     $ 3,221  

Money market funds

    6,058                   6,058  

Debt securities of U.S. government agencies

    49,878       18       (6 )     49,890  

Corporate bonds

    13,390       4       (1 )     13,393  

Total

  $ 72,547     $ 22     $ (7 )   $ 72,562  
Investments Classified by Contractual Maturity Date [Table Text Block]
   

As of December 31, 2014

   

As of December 31, 2013

 
   

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 
   

(In thousands)

 

Less than one year

  $ 51,338     $ 51,319     $ 56,789     $ 56,806  

Greater than one year but less than five years

    6,050       6,044       12,537       12,535  

Total

  $ 57,388     $ 57,363     $ 69,326     $ 69,341  
Schedule of Property Plant and Equipment Estimated Useful Lives [Table Text Block]
   

Scientific and office equipment (years)

Computer software and equipment (years)

Leasehold improvements and leased equipment

Shorter of useful life or the term of the lease

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]
   

Net unrealized
gains/(losses) on
Available-for-sale
Securities

   

Foreign
Currency
Translation
Adjustment

   

Accumulated
Other
Comprehensive

Loss

 
   

(In thousands)

 

Balance at December 31, 2011

  $ 22     $ (5,066 )   $ (5,044 )

Other comprehensive income

    8             8  

Balance at December 31, 2012

    30       (5,066 )     (5,036 )

Other comprehensive loss

    (15 )           (15 )

Balance at December 31, 2013

    15       (5,066 )     (5,051 )

Other comprehensive loss

    (40 )           (40 )

Balance at December 31, 2014

  $ (25 )   $ (5,066 )   $ (5,091 )
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Note 3 - Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
   

December 31, 2014

   

December 31, 2013

 
   

Level 1

   

Level 2

   

Level 3

   

Total

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(In thousands)

 

Financial Assets:

                                                               

Money market funds

  $ 4,103     $     $     $ 4,103     $ 6,058     $     $     $ 6,058  

Debt securities of U.S. government agencies

          43,844             43,844             49,890             49,890  

Corporate bonds

          9,416             9,416             13,393             13,393  
    $ 4,103     $ 53,260     $     $ 57,363     $ 6,058     $ 63,283     $     $ 69,341  

Financial Liability:

                                                               

Restricted Share Units

  $ 310     $     $     $ 310     $ 337     $     $     $ 337  

Warrants

                128       128                   924       924  
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]
   

As of December 31, 2014

 
   

September 2010
Warrants

 

Exercise price

  $ 4.24  

Market value of stock at end of period

  $ 1.90  

Expected dividend rate

    0.0 %

Expected volatility

    60.3 %

Risk-free interest rate

    0.2 %

Expected life (in years)

    0.78  
   

As of December 31, 2013

 
   

May 2009
Warrants

   

September 2010
Warrants

 

Exercise price

  $ 3.74     $ 4.24  

Market value of stock at end of period

  $ 1.76     $ 1.76  

Expected dividend rate

    0.0 %     0.0 %

Expected volatility

    45.3 %     77.4 %

Risk-free interest rate

    0.1 %     0.3 %

Expected life (in years)

    0.40       1.78  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
   

Years Ended December 31,

 
   

2014

   

2013

 
   

(In thousands)

 

Balance at beginning of period

  $ 924     $ 3,251  

Change in fair value of warrant liability included in

               

Other expense (income)

    (796 )     (2,327 )

Balance at the end of period

  $ 128     $ 924  
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Note 4 - Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]
   

2014

 
   

Cost

   

Accumulated
Depreciation
and
Amortization

   

Net
Carrying
Value

 
   

(In thousands)

 

Scientific equipment

  $ 2,273     $ (1,429 )   $ 844  

Leasehold improvements

    1,590       (948 )     642  

Computer software and equipment

    414       (327 )     87  

Office equipment

    34       (31 )     3  
    $ 4,311     $ (2,735 )   $ 1,576  
   

2013

 
   

Cost

   

Accumulated
Depreciation
and
Amortization

   

Net
Carrying
Value

 
   

(In thousands)

 

Scientific equipment

  $ 1,985     $ (1,096 )   $ 889  

Leasehold improvements

    1,579       (787 )     792  

Office equipment

    34       (26 )     8  

Computer software and equipment

    325       (319 )     6  
    $ 3,923     $ (2,228 )   $ 1,695  
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Note 5 - Acquisition (Tables)
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Indefinite-lived intangible assets

  $ 19,738  

Goodwill

    14,542  

Net tangible assets

    (139 )

Deferred tax liabilities

    (6,908 )

Total purchase price allocation

  $ 27,233  
Schedule of Goodwill [Table Text Block]

Balance as of December 31, 2013

  $ 2,117  

Goodwill recorded in connection with the acquisition of Alpine

    14,542  

Balance as of December 31, 2014

  $ 16,659  
Business Acquisition, Pro Forma Information [Table Text Block]
   

Year Ended December 31,

 
   

2014

   

2013

 

Net loss

  $ (51,297 )   $ (39,287 )

Net loss per share – basic and diluted

  $ (0.66 )   $ (0.63 )
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Note 6 - Share Capital (Tables)
12 Months Ended
Dec. 31, 2014
Note 6 - Share Capital (Tables) [Line Items]
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
   

2014

   

2013

 
   

Shares
Underlying
Warrants

   

Shares
Underlying

Warrants

 

Balance, beginning of year

    10,922,090       5,922,090  

Warrants issued

          5,000,000  

Warrants expired

    (2,691,242 )      

Balance, end of year

    8,230,848       10,922,090  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 
   

(in thousands, except share and per share amounts)

 

Numerator:

                       

Net loss used to compute net loss per share

                       

Basic

  $ (49,963 )   $ (38,759 )   $ (3,415 )

Adjustments for change in fair value of warrant liability

                (25,520 )

Diluted

  $ (49,963 )   $ (38,759 )   $ (28,935 )
                         

Denominator:

                       

Weighted average shares outstanding used to compute net loss per share:

                       

Basic

    77,619,807       62,387,616       53,728,672  

Dilutive effect of warrants

                1,171,283  

Diluted

    77,619,807       62,387,616       54,899,955  

Net loss per share—basic

  $ (0.64 )   $ (0.62 )   $ (0.06 )

Net loss per share—diluted

  $ (0.64 )   $ (0.62 )   $ (0.53 )
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 

Director and employee stock options

    5,217,535       4,415,033       2,934,453  

Warrants

    8,230,848       10,922,090       48,701  

Series A convertible preferred stock (as converted to common stock)

    10,000,000              

Non-employee director restricted share units

    163,204       191,613       140,968  

Employee stock purchase plan

    3,997       2,765       4,758  
Warrants Classified as Equity [Member]
Note 6 - Share Capital (Tables) [Line Items]
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
   


Years Ended December 31,

 
   

2014

   

2013

 

Shares underlying warrants outstanding classified as liabilities

    3,182,147       5,873,389  

Shares underlying warrants outstanding classified as equity

    5,048,701       5,048,701  
Warrants [Member]
Note 6 - Share Capital (Tables) [Line Items]
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Exercise Prices

 

Shares
Underlying
Outstanding
Warrants

   

Expiry Date

$3.08

    48,701    

February 8, 2018

$4.24

    3,182,147    

October 12, 2015

$5.00

    5,000,000    

December 5, 2018

      8,230,848      
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Note 7 - Share-based Compensation (Tables)
12 Months Ended
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Options

 

Stock Options

   

Weighted
Average
Exercise
Price

   

Weighted
Average
Remaining
Contractual Term

   

Aggregate
Intrinsic Value

 

In Canadian dollars ($CDN):

                               

Outstanding at January 1, 2014

    687,533     $ 7.53                  

Granted

                           

Exercised

                           

Forfeited

    (6,666 )     8.64                  

Expired

    (508,332 )     7.42                  

Outstanding at December 31, 2014

    172,535     $ 7.80       0.37     $  

Vested or expected to vest at December 31, 2014

    172,535     $ 7.80       0.37     $  

Vested and exercisable at December 31, 2014

    172,535     $ 7.80       0.37     $  
                                 

In US dollars ($US):

                               

Outstanding at January 1, 2014

    3,727,500     $ 3.41                  

Granted

    1,444,500       1.82                  

Exercised

    (6,000 )     1.10                  

Forfeited

    (71,000 )     3.76                  

Expired

    (50,000 )     1.83                  

Outstanding at December 31, 2014

    5,045,000     $ 2.97       6.01     $ 543,010  

Vested or expected to vest at December 31, 2014

    4,938,695     $ 2.99       5.97     $ 529,330  

Vested and exercisable at December 31, 2014

    2,172,303     $ 3.96       4.35     $ 186,549  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
   

2014

   

2013

   

2012

 

Weighted average grant-date fair value per stock option $US

  $ 1.24     $ 1.26     $ 3.41  

Expected dividend rate

                 

Expected volatility

    78.67 %     86.53 %     84.68 %

Risk-free interest rate

    1.65 %     1.90 %     0.89 %

Expected life of options in years

    5.82       6.0       6.0  
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

Restricted Share Units

 

Restricted Share
Units

   

Weighted
Average
Fair Value per Unit

 

Outstanding at January 1, 2014

    191,613     $ 1.76  

Granted

    81,695       3.06  

Converted

    (110,104 )     3.47  

Outstanding at December 31, 2014

    163,204     $ 1.90  

Expected to vest at December 31, 2014

    163,204     $ 1.90  
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Note 9 - Net Investment and Other Income (Expense) and Interest Expense (Tables)
12 Months Ended
Dec. 31, 2014
Other Income and Expenses [Abstract]
Schedule of Other Nonoperating Income (Expense) [Table Text Block]
   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 
   

(In thousands)

 

Investment income, net

  $ 73     $ 95     $ 128  

Loss on extinguishment of debt

                (279 )

Net foreign exchange gain (loss)

    (4 )     (3 )     1  

Gain (loss) on sale of equipment

    1       45       24  

Gain (loss) on sale of investment

    6             (1 )

Other income

                 

Total investment and other income (expense), net

  $ 76     $ 137     $ (127 )
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Note 10 - Income Tax (Tables)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
   

2014

   

2013

   

2012

 

Tax benefit at statutory rate

    35.0 %     35.0 %     35.0 %

Change in fair value of warrant liability

    0.6       2.1       261.5  

Stock based compensation

    (2.1     (0.1     (1.9

Other

    0.5       (0.0 )     (1.9 )

Change in valuation allowance

    (30.1 )     (37.0 )     (292.7 )

Expiration of loss carryforwards and credits

    (2.9 )     (0.0 )     (0.0 )

Income tax benefit (provision)

    0.0 %     0.0 %     0.0 %
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
   

2014

   

2013

 
   

(In thousands)

 

Deferred tax assets

               

Current

               

Accrued expenses and other

  $ 676     $ 569  

Valuation allowance

    (673 )     (567 )

Net current deferred tax assets

    3       2  
                 

Non-current deferred tax assets

               

Tax benefits from losses carried forward and tax credits

    154,559       156,938  

Stock based compensation

    2,088       2,506  

Intangible assets

    11,449       1,030  

Other

    107       114  
      168,203       160,588  

Valuation allowance

    (167,895 )     (160,354 )

Net non-current deferred tax assets

    308       234  
                 

Deferred tax liabilities

               

Current

               

Prepaid expenses

    311       236  

Total current deferred tax liabilities

    311       236  
                 

Noncurrent

               

Intangible asset

    6,908        

Total noncurrent deferred tax liabilities

    6,908        

Net deferred tax liability

  $ 6,908     $  
Summary of Income Tax Contingencies [Table Text Block]
   

2014

   

2013

   

2012

 
   

(In thousands)

 

Balance at January 1

  $ 662     $ 662     $ 729  

Increase related to prior year tax positions

                12  

Decrease related to current year tax positions

    (117 )            

Lapses of statute of limitations

                (79 )

Balance at December 31

  $ 545     $ 662     $ 662  
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Note 11 - Contingencies, Commitments, and Guarantees (Tables)
12 Months Ended
Dec. 31, 2014
Disclosure Text Block Supplement [Abstract]
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Year Ending December 31,

       

2015

  $ 609  

2016

    618  

2017

    622  

2018

    604  

Thereafter

     
    $ 2,453  
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Note 13 - Condensed Quarterly Financial Data (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Schedule of Quarterly Financial Information [Table Text Block]
   

Three Months Ended,

 
   

March 31

   

June 30

   

September 30

   

December 31

 
   

(In thousands, except per share data)

 

2014

                               

Operating expenses(1)

  $ 7,160     $ 7,797     $ 8,020     $ 27,858  

Net loss(1)(2)

    (9,616 )     (6,032 )     (6,736 )     (27,578 )

Net loss per share — basic and diluted

    (0.14 )     (0.09 )     (0.09 )     (0.30 )

2013

                               

Operating expenses(3)

  $ 7,991     $ 18,047     $ 7,602     $ 7,583  

Net loss(3)(4)

    (8,288 )     (16,398 )     (7,710 )     (6,363 )

Net loss per share — basic and diluted

    (0.14 )     (0.28 )     (0.12 )     (0.09 )
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Note 2 - Significant Accounting Policies (Details) (USD $)
12 Months Ended 1 Months Ended 6 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Jun. 30, 2014
Jun. 30, 2014
Jun. 03, 2010
Note 2 - Significant Accounting Policies (Details) [Line Items]
Cash $ 6,351,000 $ 3,221,000
Money Market Funds, at Carrying Value 4,103,000 6,058,000
Proceeds from Sale of Available-for-sale Securities 12,500,000
Impairment of Long-Lived Assets Held-for-use 0 0 0
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) 0 0 0
Goodwill, Impairment Loss 0 0 0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax $ 6,000
Value Shares Withheld Restricted Share Unit Percentage 25.00%
Restricted Stock Units (RSUs) [Member] | Restricted Share Unit Plan [Member]
Note 2 - Significant Accounting Policies (Details) [Line Items]
Value Shares Withheld Restricted Share Unit Percentage 25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in Shares) 500,000 500,000
Employee Stock Purchase Plan [Member]
Note 2 - Significant Accounting Policies (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) 900,000 900,000
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Note 2 - Significant Accounting Policies (Details) - Amortized Cost, Unrealized Gains or Losses, and Estimated Fair Value of Cash, Cash Equivalents and Investments (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Note 2 - Significant Accounting Policies (Details) - Amortized Cost, Unrealized Gains or Losses, and Estimated Fair Value of Cash, Cash Equivalents and Investments [Line Items]
Cash, Amortized Cost $ 6,351 $ 3,221
Cash, Fair Value 6,351 3,221
Money Market Funds, Amortized Cost 4,103 6,058
Money Market Funds, Fair Value 4,103 6,058
Debt securities, Amortized Cost 57,388 69,326
Debt securities, Gross Unrealized Gains 3 22
Debt securities, Gross Unrealized Losses (28) (7)
Debt securities, Fair Value 57,363 69,341
Total, Amortized Cost 63,739 72,547
Total, Gross Unrealized Gains 3 22
Total, Gross Unrealized Losses (28) (7)
Total, Fair Value 63,714 72,562
US Government Agencies Debt Securities [Member]
Note 2 - Significant Accounting Policies (Details) - Amortized Cost, Unrealized Gains or Losses, and Estimated Fair Value of Cash, Cash Equivalents and Investments [Line Items]
Debt securities, Amortized Cost 43,862 49,878
Debt securities, Gross Unrealized Gains 1 18
Debt securities, Gross Unrealized Losses (19) (6)
Debt securities, Fair Value 43,844 49,890
Total, Gross Unrealized Gains 1 18
Total, Gross Unrealized Losses (19) (6)
Corporate Debt Securities [Member]
Note 2 - Significant Accounting Policies (Details) - Amortized Cost, Unrealized Gains or Losses, and Estimated Fair Value of Cash, Cash Equivalents and Investments [Line Items]
Debt securities, Amortized Cost 9,423 13,390
Debt securities, Gross Unrealized Gains 2 4
Debt securities, Gross Unrealized Losses (9) (1)
Debt securities, Fair Value 9,416 13,393
Total, Gross Unrealized Gains 2 4
Total, Gross Unrealized Losses $ (9) $ (1)
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Note 2 - Significant Accounting Policies (Details) - Summary of Available-for-Sale Securities by Contractual Maturity (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Summary of Available-for-Sale Securities by Contractual Maturity [Abstract]
Less than one year $ 51,338 $ 56,789
Less than one year 51,319 56,806
Greater than one year but less than five years 6,050 12,537
Greater than one year but less than five years 6,044 12,535
Total 57,388 69,326
Total $ 57,363 $ 69,341
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Note 2 - Significant Accounting Policies (Details) - Property and Equipment Estimated Useful Lives
12 Months Ended
Dec. 31, 2014
Scientific and Office Equipment [Member]
Note 2 - Significant Accounting Policies (Details) - Property and Equipment Estimated Useful Lives [Line Items]
Property, plant and equipment useful life 5 years
Technology Equipment [Member]
Note 2 - Significant Accounting Policies (Details) - Property and Equipment Estimated Useful Lives [Line Items]
Property, plant and equipment useful life 3 years
Leaseholds and Leasehold Improvements [Member]
Note 2 - Significant Accounting Policies (Details) - Property and Equipment Estimated Useful Lives [Line Items]
Leasehold improvements and leased equipment Shorter of useful life or the term of the lease
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Note 2 - Significant Accounting Policies (Details) - Accumulated Other Comprehensive Loss (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Accumulated Other Comprehensive Loss [Abstract]
Net unrealized gains/(losses) on Available-for-sale Securities $ (25) $ 15 $ 30 $ 22
Foreign Currency Translation Adjustment (5,066) (5,066) (5,066) (5,066)
Accumulated Other Comprehensive Loss (5,091) (5,051) (5,036) (5,044)
Net unrealized gains/(losses) on Available-for-sale Securities (40) (15) 8
Accumulated Other Comprehensive Loss $ (40) $ (15) $ 8
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Note 3 - Fair Value Measurements (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Note 3 - Fair Value Measurements (Details) [Line Items]
Fair Value Measurements Sensitivity Analysis Percentage 10.00%
Maximum [Member]
Note 3 - Fair Value Measurements (Details) [Line Items]
Fair Value Measurements Sensitivity Analysis Amount 10 Percent Increase in Volatility 64,000
Minimum [Member]
Note 3 - Fair Value Measurements (Details) [Line Items]
Fair Value Measurements Sensitivity Analysis Amount 10 percent Decrease in Volatility (32,000)
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Note 3 - Fair Value Measurements (Details) - Financial Assets and Liabilities Measured at Fair Value (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Financial Assets:
Financial Assets $ 57,363 $ 69,341
Restricted Share Units [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Liability:
Financial Liability 310 337
Restricted Share Units [Member]
Financial Liability:
Financial Liability 310 337
Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Liability:
Financial Liability 128 924
Warrants [Member]
Financial Liability:
Financial Liability 128 924
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Financial Assets:
Financial Assets 4,103 6,058
Fair Value, Inputs, Level 1 [Member]
Financial Assets:
Financial Assets 4,103 6,058
Fair Value, Inputs, Level 2 [Member] | US Government Agencies Debt Securities [Member]
Financial Assets:
Financial Assets 43,844 49,890
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds [Member]
Financial Assets:
Financial Assets 9,416 13,393
Fair Value, Inputs, Level 2 [Member]
Financial Assets:
Financial Assets 53,260 63,283
Money Market Funds [Member]
Financial Assets:
Financial Assets 4,103 6,058
US Government Agencies Debt Securities [Member]
Financial Assets:
Financial Assets 43,844 49,890
Corporate Bonds [Member]
Financial Assets:
Financial Assets $ 9,416 $ 13,393
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Note 3 - Fair Value Measurements (Details) - Estimated Fair Value of Warrants Accounted for as Liabilities (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Market value of stock at end of period (in Dollars per share) $ 1.9
September 2010 Warrants [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Exercise price (in Dollars per share) $ 4.24 $ 4.24
Market value of stock at end of period (in Dollars per share) $ 1.9 $ 1.76
Expected dividend rate 0.00% 0.00%
Expected volatility 60.30% 77.40%
Risk-free interest rate 0.20% 0.30%
Expected life (in years) 284 days 1 year 284 days
May 2009 Warrants [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Exercise price (in Dollars per share) $ 3.74
Market value of stock at end of period (in Dollars per share) $ 1.76
Expected dividend rate 0.00%
Expected volatility 45.30%
Risk-free interest rate 0.10%
Expected life (in years) 146 days
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Note 3 - Fair Value Measurements (Details) - Change in Fair Value of the Warrant Liability (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Change in Fair Value of the Warrant Liability [Abstract]
Balance $ 924 $ 3,251
Change in fair value of warrant liability included in
Other expense (income) (796) (2,327)
Balance $ 128 $ 924
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Note 4 - Property and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization $ 512 $ 489 $ 520
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Note 4 - Property and Equipment (Details) - Cost, Accumulated Depreciation and Amortization and Net Carrying Value of Property and Equipment (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Cost $ 4,311 $ 3,923
Accumulated Depreciation and Amortization (2,735) (2,228)
Net Carrying Value 1,576 1,695
Scientific Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost 2,273 1,985
Accumulated Depreciation and Amortization (1,429) (1,096)
Net Carrying Value 844 889
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Cost 1,590 1,579
Accumulated Depreciation and Amortization (948) (787)
Net Carrying Value 642 792
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost 414 325
Accumulated Depreciation and Amortization (327) (319)
Net Carrying Value 87 6
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost 34 34
Accumulated Depreciation and Amortization (31) (26)
Net Carrying Value $ 3 $ 8
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Note 5 - Acquisition (Details) (Alpine Biosciences, Inc. [Member], USD $)
0 Months Ended 3 Months Ended 9 Months Ended
Aug. 08, 2014
Dec. 31, 2014
Dec. 31, 2014
Note 5 - Acquisition (Details) [Line Items]
Business Acquisition Equity Interest Issued or Issuable Pecentage of Equity 10.00%
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned $ 27,200,000
Business Acquisition, Share Price (in Dollars per share) $ 2.93
Percentage Of Acquisition Consideration For Indemnification Obligations 12.50%
Indefinite-lived Intangible Assets Acquired 19,700,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent 6,908,000
Business Combination, Acquisition Related Costs $ 500,000 $ 12,000,000
Minimum [Member]
Note 5 - Acquisition (Details) [Line Items]
Indefinite-Lived Intangible Asset Valuation Discount Rate 40.00%
Maximum [Member]
Note 5 - Acquisition (Details) [Line Items]
Indefinite-Lived Intangible Asset Valuation Discount Rate 60.00%
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Note 5 - Acquisition (Details) - Allocation of Purchase Price of Assets Acquired and Liabilities Assumed (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Aug. 08, 2014
Note 5 - Acquisition (Details) - Allocation of Purchase Price of Assets Acquired and Liabilities Assumed [Line Items]
Goodwill $ 16,659 $ 2,117
Alpine Biosciences, Inc. [Member]
Note 5 - Acquisition (Details) - Allocation of Purchase Price of Assets Acquired and Liabilities Assumed [Line Items]
Indefinite-lived intangible assets 19,738
Goodwill 14,542
Net tangible assets (139)
Deferred tax liabilities (6,908)
Total purchase price allocation $ 27,233
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Note 5 - Acquisition (Details) - Changes in the Carrying Amount of Goodwill (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Aug. 08, 2014
Goodwill [Line Items]
Balance as of December 31, 2013 $ 2,117
Balance as of December 31, 2014 16,659 2,117
Alpine Biosciences, Inc. [Member]
Goodwill [Line Items]
Balance as of December 31, 2013 14,542
Goodwill recorded in connection with the acquisition of Alpine 14,542
Balance as of December 31, 2014 $ 14,542
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Note 5 - Acquisition (Details) - Unaudited Pro Forma Financial Information (Alpine Biosciences, Inc. [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Alpine Biosciences, Inc. [Member]
Note 5 - Acquisition (Details) - Unaudited Pro Forma Financial Information [Line Items]
Net loss $ (51,297) $ (39,287)
Net loss per share – basic and diluted $ (0.66) $ (0.63)
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Note 6 - Share Capital (Details)
0 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Sep. 23, 2014
USD ($)
Sep. 17, 2014
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2014
CAD
Sep. 18, 2014
Jun. 06, 2014
Jun. 05, 2014
Jun. 30, 2013
Feb. 28, 2011
Dec. 31, 2014
Class UA preferred Stock [Member]
Dec. 31, 2013
Class UA preferred Stock [Member]
Dec. 31, 2014
Series A Convertible Preferred Stock [Member]
USD ($)
Sep. 22, 2014
Series A Convertible Preferred Stock [Member]
USD ($)
Dec. 31, 2013
Series A Convertible Preferred Stock [Member]
USD ($)
Feb. 11, 2015
Series B Convertible Preferred Stock [Member]
Convertible Preferred Stock [Member]
Subsequent Event [Member]
Exchange Agreement With Certain Affiliates of Biotechnology Value Fund [Member]
Feb. 11, 2015
Series B Convertible Preferred Stock [Member]
Convertible Preferred Stock [Member]
Subsequent Event [Member]
USD ($)
Feb. 11, 2015
Series B Convertible Preferred Stock [Member]
Convertible Preferred Stock [Member]
Subsequent Event [Member]
USD ($)
Feb. 11, 2015
Series B Convertible Preferred Stock [Member]
Subsequent Event [Member]
Exchange Agreement With Certain Affiliates of Biotechnology Value Fund [Member]
Dec. 31, 2014
Common Class A [Member]
USD ($)
Dec. 31, 2013
Common Class A [Member]
USD ($)
Sep. 23, 2014
Series A Preferred Stock [Member]
USD ($)
Dec. 31, 2014
September 2010 Warrants [Member]
USD ($)
Dec. 31, 2013
September 2010 Warrants [Member]
USD ($)
May 26, 2014
May 2009 Warrants [Member]
Dec. 31, 2013
May 2009 Warrants [Member]
USD ($)
Feb. 11, 2015
Common Stock [Member]
Subsequent Event [Member]
Exchange Agreement With Certain Affiliates of Biotechnology Value Fund [Member]
Feb. 11, 2015
Common Stock [Member]
Subsequent Event [Member]
USD ($)
Feb. 11, 2015
Common Stock [Member]
Subsequent Event [Member]
USD ($)
Sep. 23, 2014
Common Stock [Member]
USD ($)
Dec. 31, 2014
Common Stock [Member]
Dec. 31, 2013
Common Stock [Member]
Dec. 31, 2012
Common Stock [Member]
Sep. 23, 2014
Convertible Preferred Stock [Member]
USD ($)
Feb. 18, 2015
Underwriter Options [Member]
Subsequent Event [Member]
USD ($)
Feb. 11, 2015
Underwriter Options [Member]
Subsequent Event [Member]
Feb. 18, 2015
Underwriter Options [Member]
Subsequent Event [Member]
USD ($)
Feb. 18, 2015
Subsequent Event [Member]
USD ($)
Feb. 03, 2012
At The Market Equity Offering Program [Member]
USD ($)
Sep. 23, 2014
Additional Shares to Purchase New Shares [Member]
Sep. 23, 2014
September 2014 Offerings [Member]
USD ($)
Jun. 04, 2013
Biotechnology Value Fund, L.P. and Other Affiliates of BVF Partners L.P. [Member]
USD ($)
Jun. 04, 2013
Biotechnology Value Fund, L.P. and Other Affiliates of BVF Partners L.P. [Member]
USD ($)
Note 6 - Share Capital (Details) [Line Items]
Preferred Stock, Shares Authorized 10,000,000 10,000,000 12,500 12,500 10,000,000 10,000 10,000,000
Preferred Stock, Shares Issued 10,000 0 12,500 12,500 10,000 10,000 10,000 1,333 10,000
Preferred Stock, Shares Outstanding 10,000 0 12,500 12,500 0 0
Class UA Preferred Stock Liquidation Preference Percentage 20.00%
Class UA Preferred Stock Liquidation Preference (in Dollars) 100
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Convertible Preferred Stock to Be Converted 1,000 1,000
Maximum Ownership Percentage Of Common Shares Outstanding Post Conversion 4.99% 4.99%
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) $ 0.0001
Stock Issued During Period, Shares, New Issues 10,000,000 8,364,379 4,000 4,000 13,500,000 11,517,478 13,346,901 13,512,500 1,500,000
Share Price (in Dollars per share) $ 1.9 $ 1.9 $ 1.76 $ 1.76 $ 1.5 $ 1.5
Proceeds From Issuance of Common Stock Gross (in Dollars) 20,000,000 16,600,000 20,000,000 10,000,000
Convertible Preferred Stock, Price Per Share (in Dollars per share) $ 1,500 $ 2,000
Proceeds From Issuance of Convertible Preferred Stock Gross (in Dollars) 2,000,000 20,000,000
Option Expiration Period 30 days 30 days
Additional Shares Granted, Gross 2,025,000
Additional Shares Granted, Net 1,199,660
Proceeds from Issuance or Sale of Equity (in Dollars) 16,100,000 1,700,000 22,400,000 40,200,000 9,900,000
Proceeds From Issuance or Sale of Equity Gross (in Dollars) 24,000,000 43,000,000
Payments of Stock Issuance Costs (in Dollars) 500,000 1,600,000 2,800,000
Common Stock Exchanged for Shares of Convertible Preferred Stock 4,000,000
Common Stock, Shares Authorized 200,000,000 100,000,000 200,000,000 100,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share) $ 0.0001 $ 0.0001
Common Stock, Value, Issued (in Dollars) 353,856,000 353,854,000 9,160 7,067
Class of Warrant or Right, Number of Securities Called by Warrants or Rights 5,000,000 5,000,000 48,701 3,182,147
Class of Warrant or Right, Number of Warrants Expired in Period (2,691,242) 2,691,242
Number Of Underwriting Agreements 2
Sale of Stock, Price Per Share (in Dollars per share) $ 2
Proceeds from Issuance of Common Stock (in Dollars) 21,668,000 26,069,000 50,466,000 21,600,000
Proceeds from Issuance of Convertible Preferred Stock (in Dollars) 18,693,000 18,600,000
Direct Offering, Units Issued 5,000,000
Direct Offering, Shares Per Unit Issued 1
Direct Offering Warrants Per Unit Issued 1
Sale Price of Common Stock and Warrants Per Unit (in Dollars per share) $ 2
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) $ 4.24 $ 4.24 $ 3.74 $ 5
Aggregate Gross Sales Proceeds Under Sales Agreement (in Dollars) $ 50,000,000
Sales Agreement Compensation Percentage 3.00%
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Note 6 - Share Capital (Details) - Summary and Changes of Outstanding Warrants
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Jun. 30, 2013
Dec. 31, 2012
Feb. 28, 2011
Summary and Changes of Outstanding Warrants [Abstract]
Balance, beginning of year 10,922,090 5,922,090
Warrants issued 5,000,000 5,000,000 48,701
Warrants expired (2,691,242)
Balance, end of year 8,230,848 5,922,090
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Note 6 - Share Capital (Details) - Summary Information Regarding Warrants Outstanding (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Class of Warrant or Right [Line Items]
Shares Underlying Outstanding Warrants 8,230,848 10,922,090 5,922,090
February 2011 Warrants [Member]
Class of Warrant or Right [Line Items]
Excercise Prices (in Dollars per share) $ 3.08
Shares Underlying Outstanding Warrants 48,701
Expiry Date Feb 8, 2018
September 2010 Warrants [Member]
Class of Warrant or Right [Line Items]
Excercise Prices (in Dollars per share) $ 4.24 4.24
Shares Underlying Outstanding Warrants 3,182,147
Expiry Date Oct 12, 2015
June 2013 Warrants [Member]
Class of Warrant or Right [Line Items]
Excercise Prices (in Dollars per share) $ 5
Shares Underlying Outstanding Warrants 5,000,000
Expiry Date Dec 5, 2018
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Note 6 - Share Capital (Details) - Shares Underlying Outstanding Warrants Classified as Liabilities and Equity
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Class of Warrant or Right [Line Items]
Shares underlying warrants outstanding classified as 8,230,848 10,922,090 5,922,090
Warrants Outstanding Classified as Liabilities [Member]
Class of Warrant or Right [Line Items]
Shares underlying warrants outstanding classified as 3,182,147 5,873,389
Warrants Classified as Equity [Member]
Class of Warrant or Right [Line Items]
Shares underlying warrants outstanding classified as 5,048,701 5,048,701
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Note 6 - Share Capital (Details) - Reconciliation of the Numerators and Denominators of Basic and Diluted Loss Per Share (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Numerator:
Basic $ (49,963) $ (38,759) $ (3,415)
Adjustments for change in fair value of warrant liability (25,520)
Diluted $ (49,963) $ (38,759) $ (28,935)
Weighted average shares outstanding used to compute net loss per share:
Basic 77,619,807 62,387,616 53,728,672
Dilutive effect of warrants 1,171,283
Diluted 77,619,807 62,387,616 54,899,955
Net loss per share—basic $ (0.64) $ (0.62) $ (0.06)
Net loss per share—diluted $ (0.64) $ (0.62) $ (0.53)
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Note 6 - Share Capital (Details) - Shares Excluded from Diluted Loss Per Share Calculation
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Director And Employee Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares excluded 5,217,535 4,415,033 2,934,453
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares excluded 8,230,848 10,922,090 48,701
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares excluded 10,000,000
Non-Employee Director Restricted Share Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares excluded 163,204 191,613 140,968
Employee Stock Purchase Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares excluded 3,997 2,765 4,758
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Note 7 - Share-based Compensation (Details) (USD $)
12 Months Ended 1 Months Ended 6 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Jun. 30, 2014
Jun. 30, 2014
Sep. 30, 2014
Jun. 03, 2010
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) $ 6,290,000 $ 4,730,000 $ 2,930,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period 6,000 2,655
Share Price (in Dollars per share) $ 1.9
Value Shares Withheld Restricted Share Unit Percentage 25.00%
Shares for Tax Withholding for Restricted Share Unit Plan 10,846
Employee Stock Option [Member] | Begin to Vest [Member] | Options Granted Prior to January 2010 [Member] | Stock Option Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 1 year
Employee Stock Option [Member] | Options Granted Prior to January 2010 [Member] | Stock Option Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period 8 years
Employee Stock Option [Member] | Options Granted After January 2010 [Member] | Stock Option Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 36 months
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period 8 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage 25.00%
Employee Stock Option [Member] | Stock Option Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Maximum Fixed Reloading Percentage 10.00%
Common Stock, Capital Shares Reserved for Future Issuance 9,160,135
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 1,825,858
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period 0
Employee Stock Option [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share Based Compensation Arrangement by Share Based Payment Award Options in the Money Exercisable Number 535,188
Allocated Share-based Compensation Expense (in Dollars) 1,700,000 1,700,000 1,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) 3,300,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 35 months
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | Restricted Share Unit Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period 5 years
Restricted Stock Units (RSUs) [Member] | Restricted Share Unit Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 530,910
Allocated Share-based Compensation Expense (in Dollars) 400,000 (200,000) 500,000
Restricted Stock Unit, Shares Issued Per Unit Upon Conversion 1
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized 500,000 500,000
Restricted Share Units Maximum Shares Reserved 966,666
Value Shares Withheld Restricted Share Unit Percentage 25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period 110,104 46,906 43,397
Restricted Stock Units (RSUs) [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period 110,104 46,906 43,397
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value (in Dollars per share) $ 1.84 $ 3.55
Shares for Tax Withholding for Restricted Share Unit Plan 11,730
Restricted Share Unit Plan [Member] | Non-Employee Director Restricted Share Units [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Cash Paid for Tax Withholding for Share Based Compensation (in Dollars) 95,653 21,636 38,544
Restricted Share Unit Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value (in Dollars per share) $ 3.47
Shares for Tax Withholding for Restricted Share Unit Plan 27,528
Employee Stock Purchase Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 600,533
Allocated Share-based Compensation Expense (in Dollars) 101,796 149,674 184,960
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) 25,559
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 255 days
Price 1 [Member] | Employee Stock Purchase Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Stock Issued During Period, Shares, Employee Stock Purchase Plans 38,934 49,086
Employee Stock Purchase Plan Purchase Price (in Dollars) 1.46 3.33
Price 2 [Member] | Employee Stock Purchase Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Stock Issued During Period, Shares, Employee Stock Purchase Plans 35,895 6,338
Employee Stock Purchase Plan Purchase Price (in Dollars) 1.57 2.82
Employee Stock Purchase Plan [Member]
Note 7 - Share-based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) 0
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 900,000 900,000
Employee Stock Purchase Plan Interval Period 6 years
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate 15.00%
Employee Stock Purchase Plan Maximum Value Of Compensation Per Employee (in Dollars) 25,000
Employee Stock Purchase Plan Purchase Of Common Stock Percentage 85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee 15,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans 76,811
Employee Stock Purchase Plan Purchase Price (in Dollars) $ 1.49
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Note 7 - Share-based Compensation (Details) - Summary of the Status of the Option Plan (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2012
Dec. 31, 2014
Note 7 - Share-based Compensation (Details) - Summary of the Status of the Option Plan [Line Items]
Exercised (6,000) (2,655)
Canada, Dollars
Note 7 - Share-based Compensation (Details) - Summary of the Status of the Option Plan [Line Items]
Outstanding at January 1, 2014 687,533 172,535
Outstanding at January 1, 2014 7.53 $ 7.8
Outstanding at January 1, 2014 135 days
Vested or expected to vest at December 31, 2014 172,535 172,535
Vested or expected to vest at December 31, 2014 7.8 $ 7.8
Vested or expected to vest at December 31, 2014 135 days
Vested and exercisable at December 31, 2014 172,535 172,535
Vested and exercisable at December 31, 2014 7.8 $ 7.8
Vested and exercisable at December 31, 2014 135 days
Forfeited (6,666)
Forfeited 8.64
Expired (508,332)
Expired 7.42
Outstanding at January 1, 2014 172,535 172,535
Outstanding at January 1, 2014 7.8 $ 7.8
United States of America, Dollars
Note 7 - Share-based Compensation (Details) - Summary of the Status of the Option Plan [Line Items]
Outstanding at January 1, 2014 3,727,500 5,045,000
Outstanding at January 1, 2014 3.41 $ 2.97
Outstanding at January 1, 2014 6 years 3 days
Outstanding at January 1, 2014 543,010 $ 543,010
Vested or expected to vest at December 31, 2014 4,938,695 4,938,695
Vested or expected to vest at December 31, 2014 2.99 $ 2.99
Vested or expected to vest at December 31, 2014 5 years 354 days
Vested or expected to vest at December 31, 2014 529,330 529,330
Vested and exercisable at December 31, 2014 2,172,303 2,172,303
Vested and exercisable at December 31, 2014 3.96 $ 3.96
Vested and exercisable at December 31, 2014 4 years 127 days
Vested and exercisable at December 31, 2014 186,549 $ 186,549
Granted 1,444,500
Granted 1.82
Exercised (6,000)
Exercised 1.1
Forfeited (71,000)
Forfeited 3.76
Expired (50,000)
Expired 1.83
Outstanding at January 1, 2014 5,045,000 5,045,000
Outstanding at January 1, 2014 2.97 $ 2.97
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Note 7 - Share-based Compensation (Details) - Weighted Average Assumptions (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Weighted Average Assumptions [Abstract]
Weighted average grant-date fair value per stock option $US (in Dollars per share) $ 1.24 $ 1.26 $ 3.41
Expected volatility 78.67% 86.53% 84.68%
Risk-free interest rate 1.65% 1.90% 0.89%
Expected life of options in years 5 years 299 days 6 years 6 years
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Note 7 - Share-based Compensation (Details) - Summary of the Status of the RSU Plan (Restricted Stock Units (RSUs) [Member], USD $)
12 Months Ended
Dec. 31, 2014
Restricted Stock Units (RSUs) [Member]
Note 7 - Share-based Compensation (Details) - Summary of the Status of the RSU Plan [Line Items]
Outstanding 191,613
Outstanding $ 1.76
Expected to vest at December 31, 2014 163,204
Expected to vest at December 31, 2014 $ 1.9
Granted 81,695
Granted $ 3.06
Converted (110,104)
Converted $ 3.47
Outstanding 163,204
Outstanding $ 1.9
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Note 8 - Collaborative and License Agreements (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended
Jun. 30, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 11, 2014
May 29, 2013
Aug. 07, 2014
Note 8 - Collaborative and License Agreements (Details) [Line Items]
Research and Development Expense $ 41,884,000 $ 33,221,000 $ 22,001,000
Success Based Milestones, Maximum Payment 5,000,000
Collaborative Arrangement, Co-promotion [Member] | Upfront Payment [Member] | Array BioPharma Inc. [Member]
Note 8 - Collaborative and License Agreements (Details) [Line Items]
Research and Development Expense 20,000,000 10,000,000
Collaborative Arrangement, Co-promotion [Member] | Maximum [Member] | Array BioPharma Inc. [Member]
Note 8 - Collaborative and License Agreements (Details) [Line Items]
Contingent Payable 280,000,000
Collaborative Arrangement, Co-promotion [Member] | Array BioPharma Inc. [Member]
Note 8 - Collaborative and License Agreements (Details) [Line Items]
Contract Terms, Years from Effective date for Acquistion Restrictions 3 years
Expiration Period Following First Commercial on A Country by Country Basis 10 years
License Agreement Termination Notice Period 180 days
Collaboration Agreement Termination Fees $ 0
STC.UNM [Member]
Note 8 - Collaborative and License Agreements (Details) [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 5.00%
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Note 9 - Net Investment and Other Income (Expense) and Interest Expense (Details) (USD $)
12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Jun. 29, 2012
Jun. 28, 2012
Note 9 - Net Investment and Other Income (Expense) and Interest Expense (Details) [Line Items]
Repayments of Debt $ 909,000
Gains (Losses) on Extinguishment of Debt (279,000)
Interest Expense 0 0 308,745
Amortization of Financing Costs and Discounts 77,504
The 2012 Term Loan [Member]
Note 9 - Net Investment and Other Income (Expense) and Interest Expense (Details) [Line Items]
Long-term Debt, Gross 5,000,000
Debt Instrument, Interest Rate, Stated Percentage 10.64%
Debt Instrument, Term 42 months
Repayments of Debt 4,100,000
Gains (Losses) on Extinguishment of Debt (300,000)
Penalty on Early Extinguishment of Debt, Percentage $ 0.03
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Note 9 - Net Investment and Other Income (Expense) and Interest Expense (Details) - Investments and Other Income (Expense) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Investments and Other Income (Expense) [Abstract]
Investment income, net $ 73 $ 95 $ 128
Loss on extinguishment of debt (279)
Net foreign exchange gain (loss) (4) (3) 1
Gain (loss) on sale of equipment 1 45 24
Gain (loss) on sale of investment 6 (1)
Total investment and other income (expense), net $ 76 $ 137 $ (127)
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Note 10 - Income Tax (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Note 10 - Income Tax (Details) [Line Items]
Income Tax Expense (Benefit) $ 0 $ 0 $ 0
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount 7,600,000 7,600,000
Operating Loss Carryforwards 183,900,000 168,400,000
Unused Tax Credit Carryforward 17,600,000 19,100,000
Research and Development Expense 41,884,000 33,221,000 22,001,000
Canada Federal [Member] | Capital Loss Carryforward [Member]
Note 10 - Income Tax (Details) [Line Items]
Capital Loss Carry Forwards 160,300,000 174,300,000
Canada Federal [Member]
Note 10 - Income Tax (Details) [Line Items]
Operating Loss Carryforwards 5,500,000 5,700,000
Research and Development Expense 118,000,000 128,300,000
Canada Provincial [Member] | Capital Loss Carryforward [Member]
Note 10 - Income Tax (Details) [Line Items]
Capital Loss Carry Forwards 160,400,000 174,400,000
Canada Provincial [Member]
Note 10 - Income Tax (Details) [Line Items]
Operating Loss Carryforwards 3,500,000 3,600,000
Research and Development Expense 51,700,000 56,200,000
Research Tax Credit Carryforward [Member]
Note 10 - Income Tax (Details) [Line Items]
Tax Credit Carryforward, Amount $ 500,000
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Note 10 - Income Tax (Details) - Benefit (Provision) for Income Taxes Applying the Statutory Federal Income Tax
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Benefit (Provision) for Income Taxes Applying the Statutory Federal Income Tax [Abstract]
Tax benefit at statutory rate 35.00% 35.00% 35.00%
Change in fair value of warrant liability 0.60% 2.10% 261.50%
Stock based compensation (2.10%) (0.10%) (1.90%)
Other 0.50% 0.00% (1.90%)
Change in valuation allowance (30.10%) (37.00%) (292.70%)
Expiration of loss carryforwards and credits (2.90%) 0.00% 0.00%
Income tax benefit (provision) 0.00% 0.00% 0.00%
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Note 10 - Income Tax (Details) - Net Deferred Tax Assets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Current
Accrued expenses and other $ 676 $ 569
Valuation allowance (673) (567)
Net current deferred tax assets 3 2
Non-current deferred tax assets
Tax benefits from losses carried forward and tax credits 154,559 156,938
Stock based compensation 2,088 2,506
Intangible assets 11,449 1,030
Other 107 114
168,203 160,588
Valuation allowance (167,895) (160,354)
Net non-current deferred tax assets 308 234
Current
Prepaid expenses 311 236
Total current deferred tax liabilities 311 236
Noncurrent
Intangible asset 6,908
Total noncurrent deferred tax liabilities 6,908
Net deferred tax liability $ 6,908
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Note 10 - Income Tax (Details) - Uncertain Tax Positions (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2012
Uncertain Tax Positions [Abstract]
Balance $ 662 $ 729
Increase related to prior year tax positions 12
Decrease related to current year tax positions (117)
Lapses of statute of limitations (79)
Balance $ 545 $ 662
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Note 11 - Contingencies, Commitments, and Guarantees (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Note 11 - Contingencies, Commitments, and Guarantees (Details) [Line Items]
Deferred Compensation Arrangement with Individual, Employer Contribution $ 200,000 $ 200,000 $ 200,000
Operating Leases, Rent Expense, Net 500,000 500,000 500,000
Rental Payment, Monthly 47,715
Maximum [Member]
Note 11 - Contingencies, Commitments, and Guarantees (Details) [Line Items]
Rental Payment, Monthly $ 52,259
Headquarter Office and Laboratory Space [Member]
Note 11 - Contingencies, Commitments, and Guarantees (Details) [Line Items]
Area of Leased Property (in Square Feet) 17,000
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Note 11 - Contingencies, Commitments, and Guarantees (Details) - Minimum Payments, Operating Lease (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Minimum Payments, Operating Lease [Abstract]
2015 $ 609
2016 618
2017 622
2018 604
$ 2,453
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Note 12 - Subsequent Events (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 9 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Sep. 23, 2014
Sep. 17, 2014
Feb. 11, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Feb. 18, 2015
Feb. 18, 2015
Note 12 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, New Issues 10,000,000 8,364,379
Share Price (in Dollars per share) 1.9
Proceeds From Issuance of Common Stock Gross (in Dollars) $ 20 $ 16.6
Preferred Stock, Shares Issued 10,000 0
Proceeds from Issuance or Sale of Equity (in Dollars) 16.1
Payments of Stock Issuance Costs (in Dollars) 0.5
Series B Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Subsequent Event [Member] | Exchange Agreement With Certain Affiliates of Biotechnology Value Fund [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, New Issues 4,000
Series B Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Preferred Stock, Shares Issued 1,333
Convertible Preferred Stock, Price Per Share (in Dollars per share) 1,500
Proceeds From Issuance of Convertible Preferred Stock Gross (in Dollars) 2
Convertible Preferred Stock to Be Converted 1,000
Maximum Ownership Percentage Of Common Shares Outstanding Post Conversion 4.99%
Option Expiration Period 30 days
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | Exchange Agreement With Certain Affiliates of Biotechnology Value Fund [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, New Issues 4,000
Common Stock [Member] | Subsequent Event [Member] | Exchange Agreement With Certain Affiliates of Biotechnology Value Fund [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Common Stock Exchanged for Shares of Convertible Preferred Stock 4,000,000
Common Stock [Member] | Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, New Issues 13,500,000
Share Price (in Dollars per share) 1.5
Proceeds From Issuance of Common Stock Gross (in Dollars) 20
Common Stock [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, New Issues 11,517,478 13,346,901 13,512,500
Underwriter Options [Member] | Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Share Price (in Dollars per share) $ 1.5 $ 1.5
Option Expiration Period 30 days
Additional Shares Granted, Gross 2,025,000
Additional Shares Granted, Net 1,199,660
Proceeds from Issuance or Sale of Equity (in Dollars) 1.7
Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Proceeds from Issuance or Sale of Equity (in Dollars) 22.4
Proceeds From Issuance or Sale of Equity Gross (in Dollars) 24
Payments of Stock Issuance Costs (in Dollars) $ 1.6
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Note 13 - Condensed Quarterly Financial Data (Unaudited) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 3 Months Ended 6 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Jun. 30, 2013
Note 13 - Condensed Quarterly Financial Data (Unaudited) (Details) [Line Items]
Research and Development Expense $ 41,884 $ 33,221 $ 22,001
Fair Value Adjustment of Warrants (796) (2,327) (25,520)
Other Operating Income (Expense) [Member] | Warrant [Member]
Note 13 - Condensed Quarterly Financial Data (Unaudited) (Details) [Line Items]
Fair Value Adjustment of Warrants 300 1,300 1,700 2,500 1,200 200 1,600 300
Upfront Payment [Member] | Array BioPharma Inc. [Member]
Note 13 - Condensed Quarterly Financial Data (Unaudited) (Details) [Line Items]
Research and Development Expense 20,000
Fair Value Adjustment of Warrants $ 10,000
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Note 13 - Condensed Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
2014
Operating expenses $ 50,835 $ 41,223 $ 28,499
Net loss (49,963) (38,759) (3,415)
First Quarter [Member]
2014
Operating expenses 7,160 [1] 7,991 [2]
Net loss (9,616) [1],[3] (8,288) [2],[4]
Net loss per share — basic and diluted (in Dollars per share) $ (0.14) $ (0.14)
Second Quarter [Member]
2014
Operating expenses 7,797 [1] 18,047 [2]
Net loss (6,032) [1],[3] (16,398) [2],[4]
Net loss per share — basic and diluted (in Dollars per share) $ (0.09) $ (0.28)
Third Quarter [Member]
2014
Operating expenses 8,020 [1] 7,602 [2]
Net loss (6,736) [1],[3] (7,710) [2],[4]
Net loss per share — basic and diluted (in Dollars per share) $ (0.09) $ (0.12)
Fourth Quarter [Member]
2014
Operating expenses 27,858 [1] 7,583 [2]
Net loss $ (27,578) [1],[3] $ (6,363) [2],[4]
Net loss per share — basic and diluted (in Dollars per share) $ (0.3) $ (0.09)
[1] Operating expenses and net loss for the three months ended December 31, 2014 includes an upfront fee of $20.0 million paid to Array in connection with our license agreement in December 2014 (see Note 8).
[2] Operating expenses and net loss for the three months ended June 30, 2013 includes an upfront fee of $10.0 million paid to Array upon initiation of a collaboration agreement that the Company entered into in May 2013 (see Note 8).
[3] Net loss for the three months ended March 31, June 30, September 30 and December 31, 2014 includes change in fair value of warrants income (expense) of approximately $(2.5) million, $1.7 million, $1.3 million and $0.3 million respectively (see Note 3).
[4] Net loss for the three months ended March 31, June 30, September 30 and December 31, 2013 includes change in fair value of warrants income (expense) of approximately $(0.3) million, $1.6 million, $(0.2) million and $1.2 million respectively (see Note 3).
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