Document and Entity Information - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Mar. 11, 2019 |
Jun. 30, 2018 |
|
Document And Entity Information | |||
Entity Registrant Name | BIOTIME INC | ||
Entity Central Index Key | 0000876343 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 176,700,000 | ||
Entity Common Stock, Shares Outstanding | 149,360,926 | ||
Trading Symbol | BTX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
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- References No definition available.
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- Definition If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. No definition available.
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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition Indicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated), (5) Smaller Reporting Accelerated Filer or (6) Smaller Reporting Company and Large Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if company meets the shell company criteria: a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicates that the company is a smaller reporting company with both a public float and revenues of less than $75 million. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Definition Trading symbol of an instrument as listed on an exchange. No definition available.
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- Definition Deferred license and subscription revenues. No definition available.
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- Definition The aggregate carrying amount, as of the balance sheet date, of noncurrent liabilities related to a lease agreement. No definition available.
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- Definition Aggregated carrying amounts of obligations as of the balance sheet date Liability classified warrants and other long-term liabilities. No definition available.
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- Definition Amount of tenant allowance due from lessor to lessee per the lease agreement to cover building improvements and or construction costs. No definition available.
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- Definition Amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business within one year or the normal operating cycle, if longer, net of allowance for doubtful accounts, and the amounts due under the terms of governmental, corporate, or foundation grants. No definition available.
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- Definition Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- References No definition available.
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- Definition Amount of capital lease obligation due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid more than one year (or one operating cycle, if longer) after the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition For a classified balance sheet, the cumulative difference between the rental income or payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, more than one year after the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment after one year or beyond the operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of receivables due from an entity that is affiliated with the reporting entity by means of direct or indirect ownership, due within 1 year (or 1 business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due after one year (or one business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- References No definition available.
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- Definition Carrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of investment in marketable security, classified as current. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Details
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- Details
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Consolidated Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, no par value | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 127,136,000 | 126,866,000 |
Common stock, shares outstanding | 127,136,000 | 126,866,000 |
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- Definition Face amount per share of no-par value common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face amount per share of no-par value preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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Consolidated Statements of Operations - USD ($) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
||||
REVENUES: | |||||
Grant revenue | $ 3,572 | $ 1,666 | |||
Royalties from product sales and license fees | 392 | 389 | |||
Subscription and advertisement revenues | 691 | 1,395 | |||
Sale of research products and services | 333 | 8 | |||
Total revenues | 4,988 | 3,458 | [1] | ||
Cost of sales | (302) | (168) | |||
Gross profit | 4,686 | 3,290 | |||
OPERATING EXPENSES: | |||||
Research and development | (20,955) | (24,024) | |||
Acquired in-process research and development | (800) | ||||
General and administrative | (24,726) | (19,922) | |||
Total operating expenses | (46,481) | (43,946) | |||
Gain on sale of assets | 1,754 | ||||
Loss from operations | (41,795) | (38,902) | |||
OTHER INCOME/(EXPENSES): | |||||
Interest income (expense), net | 711 | (692) | |||
Gain on sale of equity method investment in Ascendance | 3,215 | ||||
Unrealized gain on marketable equity securities (Note 2) | 1,158 | ||||
Loss on extinguishment of related party convertible debt | (2,799) | ||||
Other income/(expense), net | (1,315) | 1,449 | |||
Total other income (expenses), net | (5,335) | 15,613 | |||
LOSS BEFORE INCOME TAXES | (47,130) | (23,289) | |||
Income tax benefit | 346 | ||||
NET LOSS | (46,784) | (23,289) | |||
Net loss attributable to noncontrolling interest | 794 | 3,313 | |||
NET LOSS ATTRIBUTABLE TO BIOTIME, INC. | $ (45,990) | $ (19,976) | |||
NET LOSS PER COMMON SHARE: | |||||
BASIC AND DILUTED | $ (0.36) | $ (0.17) | |||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | |||||
BASIC AND DILUTED | 126,903,000 | 114,476,000 | |||
AgeX Therapeutics, Inc. [Member] | |||||
OTHER INCOME/(EXPENSES): | |||||
Gain on sale of shares and deconsolidation | $ 78,511 | ||||
Loss on equity method investment at fair value | (4,181) | ||||
OncoCyte Corporation [Member] | |||||
OTHER INCOME/(EXPENSES): | |||||
Gain on sale of shares and deconsolidation | 71,697 | ||||
Loss on equity method investment at fair value | (47,985) | (2,935) | |||
Asterias Biotherapeutics [Member] | |||||
OTHER INCOME/(EXPENSES): | |||||
Loss on equity method investment at fair value | $ (35,449) | $ (51,107) | |||
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- Definition Refers to equity method investment gain (loss) fair value disclosure. No definition available.
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- Definition Grant revenue. No definition available.
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- Definition Royalties from product sales and license fees. No definition available.
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- Definition Sale of research products and services. No definition available.
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- Definition Revenue from the sale of subscriptions of advertising time (such as television and radio) or space (newspaper or magazine pages). May also include advertising, marketing and promotional services rendered during the reporting period. No definition available.
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- Definition The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The difference between the carrying value and the sale price of equity securities, not separately or otherwise categorized as trading or available-for-sale. This element includes investments in which the entity holds a small ownership stake (generally, less than 20% of the shares outstanding) and cannot exert significant influence. No definition available.
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- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of assets utilized in financial service operations. No definition available.
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X | ||||||||||
- Definition The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The net amount of nonoperating interest income (expense). No definition available.
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- Definition Amount of unrealized gain (loss) on investment in marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- References No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. No definition available.
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X | ||||||||||
- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of purchased research and development assets that are acquired in a business combination have no alternative future use and are therefore written off in the period of acquisition. No definition available.
|
X | ||||||||||
- Definition Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Income Statement [Abstract] | ||
NET LOSS | $ (46,784) | $ (23,289) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments, net of tax | 1,303 | 668 |
Available-for-sale investments: | ||
Unrealized gain on available-for-sale securities, net of taxes | 521 | |
COMPREHENSIVE LOSS | (45,481) | (22,100) |
Less: comprehensive loss attributable to noncontrolling interest | 794 | 3,313 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIOTIME, INC. COMMON SHAREHOLDERS | $ (44,687) | $ (18,787) |
X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of tax expense (benefit) allocated to other comprehensive income (loss) attributable to parent entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after tax, before reclassification adjustments, of unrealized holding gain (loss) on available-for-sale securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands |
Preferred Stock [Member] |
Common Stock [Member] |
Common Shares [Member]
OncoCyte [Member]
|
Common Shares [Member]
AgeX [Member]
|
Treasury Shares [Member]
OncoCyte [Member]
|
Treasury Shares [Member] |
Accumulated Deficit [Member] |
Noncontrolling Interest/(Deficit) [Member]
AgeX [Member]
|
Noncontrolling Interest/(Deficit) [Member]
OncoCyte Corporation [Member]
|
Noncontrolling Interest/(Deficit) [Member] |
Accumulated Other Comprehensive Income/(Loss) [Member] |
Total |
---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2016 | $ 317,878 | $ (2,891) | $ (196,321) | $ 12,580 | $ (738) | $ 130,508 | ||||||
Balance, shares at Dec. 31, 2016 | 103,396,000 | (620,000) | ||||||||||
Sale of common shares, net of financing fees | $ 45,068 | 45,068 | ||||||||||
Sale of common shares, net of financing fees, shares | 18,511,000 | |||||||||||
Sale of common shares at the market, net of fees | $ 835 | 835 | ||||||||||
Sale of common shares at the market, net of fees, shares | 300,000 | |||||||||||
Purchase of shares from a related party and retired | $ (843) | (843) | ||||||||||
Purchase of shares from a related party and retired, shares | (300,000) | |||||||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employee's taxes | $ (46) | (46) | ||||||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 24,000 | |||||||||||
Common shares issued for consulting services in lieu of cash | $ 3 | 3 | ||||||||||
Common shares issued for consulting services in lieu of cash, shares | 1,000 | |||||||||||
Stock-based compensation | $ 3,019 | 3,019 | ||||||||||
Stock-based compensation in subsidiaries | 913 | 913 | ||||||||||
Exercise of options | $ 25 | 25 | ||||||||||
Exercise of options, shares | 9,000 | |||||||||||
Exercise of subsidiary options | 4 | 4 | ||||||||||
Deconsolidation | $ (3,253) | $ 2,891 | $ (8,512) | (8,874) | ||||||||
Deconsolidation, shares | 620,000 | |||||||||||
Sale of subsidiary shares in AgeX | $ 100 | $ 9,868 | 9,968 | |||||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | 8,207 | (8,207) | ||||||||||
Beneficial conversion feature on convertible debt issued to Cell Cure's noncontrolling interests | 304 | 304 | ||||||||||
Foreign currency translation adjustment | 668 | 668 | ||||||||||
Unrealized gain on available-for-sale securities | 521 | 521 | ||||||||||
Subsidiary financing and other transactions with noncontrolling interests - LifeMap Sciences, LifeMap Solutions, OrthoCyte, and ReCyte, net | 5,495 | (5,495) | ||||||||||
Common shares issued to purchase Cell Cure ordinary shares and Cell Cure Notes from noncontrolling interests in Cell Cure | $ 15,217 | 15,217 | ||||||||||
Common shares issued to purchase Cell Cure ordinary shares and Cell Cure Notes from noncontrolling interests in Cell Cure, shares | 4,925,000 | |||||||||||
Purchase of noncontrolling interests in Cell Cure | $ (10,117) | 3,480 | (6,637) | |||||||||
Purchase of beneficial conversion option at intrinsic value in Cell Cure Notes | (3,101) | (3,101) | ||||||||||
Distribution of AgeX shares to BioTime shareholders, on a pro rata basis, at fair value as a dividend-in-kind | ||||||||||||
NET LOSS | (19,976) | (3,313) | (23,289) | |||||||||
Balance at Dec. 31, 2017 | $ 378,487 | (216,297) | 1,622 | 451 | 164,263 | |||||||
Balance, shares at Dec. 31, 2017 | 126,866,000 | |||||||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employee's taxes | $ (203) | (203) | ||||||||||
Shares issued upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 270,000 | |||||||||||
Stock-based compensation | $ 4,912 | 4,912 | ||||||||||
Stock-based compensation in subsidiaries | 490 | 490 | ||||||||||
Exercise of subsidiary options | ||||||||||||
Deconsolidation | $ (163) | (3,467) | (3,630) | |||||||||
Deconsolidation, shares | ||||||||||||
Sale of subsidiary shares in AgeX | 5,239 | 5,239 | ||||||||||
Subsidiary financing transactions with noncontrolling interests - AgeX | $ 3,790 | (3,790) | ||||||||||
Foreign currency translation adjustment | 1,303 | 1,303 | ||||||||||
Common shares issued to purchase Cell Cure ordinary shares and Cell Cure Notes from noncontrolling interests in Cell Cure | ||||||||||||
Purchase of noncontrolling interests in Cell Cure | (38) | (38) | ||||||||||
Cumulative-effect adjustment for adoption of ASU 2016-01 | 328 | (328) | ||||||||||
Cumulative-effect adjustment for adoption of Accounting Standard Codification, Topic 606 | 103 | 103 | ||||||||||
Sale of subsidiary warrants in AgeX | $ 1,000 | 1,000 | ||||||||||
Distribution of AgeX shares to BioTime shareholders, on a pro rata basis, at fair value as a dividend-in-kind | (34,409) | (34,409) | ||||||||||
Subsidiary financing and other transactions with noncontrolling interests - Cell Cure | 1,894 | (1,894) | ||||||||||
NET LOSS | (45,990) | (794) | (46,784) | |||||||||
Balance at Dec. 31, 2018 | $ 354,270 | $ (261,856) | $ (1,594) | $ 1,426 | $ 92,246 | |||||||
Balance, shares at Dec. 31, 2018 | 127,136,000 |
X | ||||||||||
- Definition This element represents the amount of recognized equity-based compensation paid to a subsidiary related to stock options during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). No definition available.
|
X | ||||||||||
- Definition Common shares issued to purchase ordinary shares from noncontrolling interests. No definition available.
|
X | ||||||||||
- Definition Common shares issued to purchase ordinary shares from noncontrolling interests, shares. No definition available.
|
X | ||||||||||
- Definition Cumulative-effect adjustment for adoption ASU 2016-01. No definition available.
|
X | ||||||||||
- Definition Cumulative-effect adjustment for adoption ASU 2014-09. No definition available.
|
X | ||||||||||
- Definition Refers to the deconsolidation of a subsidiary or the sale of investment in consolidated subsidiaries. No definition available.
|
X | ||||||||||
- Definition Number of shares associated with the deconsolidation of a subsidiary or the sale of investment in consolidated subsidiaries. No definition available.
|
X | ||||||||||
- Definition Purchase of beneficial conversion option at intrinsic value. No definition available.
|
X | ||||||||||
- Definition Purchase of noncontrolling interests. No definition available.
|
X | ||||||||||
- Definition Sale of common shares at the market, net of fees. No definition available.
|
X | ||||||||||
- Definition Sale of common shares at the market, net of fees, shares. No definition available.
|
X | ||||||||||
- Definition Sale of subsidiary shares. No definition available.
|
X | ||||||||||
- Definition Sale of subsidiary warrants in AgeX. No definition available.
|
X | ||||||||||
- Definition Represents the stock issued during the period shares subsidiary stock options exercised. No definition available.
|
X | ||||||||||
- Definition Subsidiary financing and other transactions with noncontrolling interests. No definition available.
|
X | ||||||||||
- Definition Subsidiary financing and other transactions with noncontrolling interests - Cell Cure. No definition available.
|
X | ||||||||||
- Definition Refers to the subsidiary financing transactions with non-controlling interests. No definition available.
|
X | ||||||||||
- Definition Amount of increase to additional paid-in capital (APIC) from recognition of equity-based compensation for stock options. No definition available.
|
X | ||||||||||
- Definition Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of paid and unpaid paid-in-kind dividends declared and applicable to holders of share-based compensation, for example, but not limited to, non-vested shares, stock options, or restricted stock units. No definition available.
|
X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before tax, after reclassification adjustments, of appreciation (loss) in value of unsold available-for-sale securities. Excludes amounts related to other than temporary impairment (OTTI) loss. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
|
X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Value of stock related to Restricted Stock Awards issued during the period, net of the stock value of such awards forfeited. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Value of stock issued as a result of the exercise of stock options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares that have been repurchased and retired during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to BioTime, Inc. | $ (45,990) | $ (19,976) |
Net loss attributable to noncontrolling interest | (794) | (3,313) |
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||
Gain on sale of equity method investment in Ascendance | (3,215) | |
Acquired in-process research and development | 800 | |
Unrealized gain on marketable equity securities | (1,158) | |
Income tax benefit | (346) | |
Depreciation expense, including amortization of leasehold improvements | 1,081 | 947 |
Amortization of intangible assets | 2,192 | 2,349 |
Stock-based compensation | 5,402 | 3,932 |
Liability classified warrants | (384) | 797 |
Amortization of discount on related party convertible debt | 640 | |
Foreign currency remeasurement and other (gain) loss | 1,788 | (1,761) |
Gain on sale of assets | (1,754) | |
Loss on extinguishment of related party debt | 2,799 | |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable, net | 46 | (172) |
Due from affiliates | 559 | 1,157 |
Prepaid expenses and other current assets | (437) | 145 |
Other long-term assets and liabilities | (487) | (22) |
Accounts payable and accrued liabilities | 1,100 | 1,299 |
Deferred revenues and grant income | (287) | 243 |
Deferred grant expense | (227) | |
Deferred rent liabilities | 144 | 55 |
Net cash used in operating activities | (30,882) | (30,517) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of AgeX common stock to Juvenescence | 21,600 | |
Proceeds from the sale of equity method investment in Ascendance | 3,215 | |
Purchase of in-process research and development by AgeX | (1,872) | |
Purchase of property and equipment | (556) | (1,326) |
Payments on construction in progress | (859) | |
Purchase of foreign available-for-sale securities | (189) | |
Proceeds from sale of assets | 200 | |
Security deposit paid and other | (8) | (12) |
Net cash provided by (used in) investing activities | 11,816 | (10,225) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common shares | 48,875 | |
Fees paid on sale of common shares | (3,798) | |
Proceeds from exercise of stock options | 25 | |
Common shares received and retired for employee taxes paid | (203) | (45) |
Proceeds from exercise of subsidiary stock options and warrants | 4 | |
Proceeds from sale of subsidiary common shares and warrants | 6,000 | 9,968 |
Proceeds from sale of common shares at-the-market, net of fees | 835 | |
Purchase and retirement of common shares from a related party | (843) | |
Repayment of lease liability and capital lease obligation | (248) | (204) |
Reimbursement from landlord on construction in progress | 364 | 198 |
Proceeds from issuance of related party convertible debt | 425 | |
Repayment of promissory notes | (101) | (49) |
Payment to repurchase subsidiary shares | (38) | |
Net cash provided by financing activities | 5,774 | 55,391 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 6 | 101 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (13,286) | 14,750 |
At beginning of year | 37,685 | 22,935 |
At end of year | 24,399 | 37,685 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during year for interest | 155 | 156 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||
Sale of AgeX common stock in exchange for a promissory note from Juvenescence | 21,600 | |
Distribution of AgeX common stock to BioTime shareholders, on a pro rata basis, as a dividend-in-kind, at fair value | 34,409 | |
BioTime common stock issued to purchase Cell Cure ordinary shares and Convertible Notes from noncontrolling interests in Cell Cure | 15,217 | |
Extinguishment of related party convertible debt, including accrued interest, with BioTime common stock | 2,680 | |
Capital expenditure funded by capital lease liability | 151 | |
Landlord receivable and lease liability | 840 | |
Construction in progress in accounts payable and accrued expenses | 455 | |
AgeX Therapeutics, Inc. [Member] | ||
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||
Gain on sale of shares and deconsolidation | (78,511) | |
Unrealized loss on equity method investment at fair value | 4,181 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deconsolidation of cash and cash equivalents | (9,704) | |
OncoCyte Corporation [Member] | ||
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||
Gain on sale of shares and deconsolidation | (71,697) | |
Unrealized loss on equity method investment at fair value | 47,985 | 2,935 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deconsolidation of cash and cash equivalents | (8,898) | |
Asterias Biotherapeutics [Member] | ||
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities: | ||
Unrealized loss on equity method investment at fair value | $ 35,449 | $ 51,107 |
X | ||||||||||
- Definition Common shares issued to purchase ordinary shares from noncontrolling interests. No definition available.
|
X | ||||||||||
- Definition Common shares received and retired for employee taxes paid. No definition available.
|
X | ||||||||||
- Definition Refers to equity method investment gain (loss) fair value disclosure. No definition available.
|
X | ||||||||||
- Definition Extinguishment of related party convertible debt, including accrued interest, common stock. No definition available.
|
X | ||||||||||
- Definition The cash outflow associated with fee paid on sale of common shares during the period. No definition available.
|
X | ||||||||||
- Definition Amount of foreign currency remeasurement realized and unrealized (gain) loss recognized and other in the income statement. No definition available.
|
X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amount due that is the result of the cumulative difference between actual rent due and rental income recognized on a straight-line basis. No definition available.
|
X | ||||||||||
- Definition The increase (decrease) during the reporting period for the amount of tenant allowance due from lessor to lessee per the lease agreement to cover building improvements and or construction costs as disclosed in the statement of cash flows. No definition available.
|
X | ||||||||||
- Definition Liability classified warrants. No definition available.
|
X | ||||||||||
- Definition Payment to repurchase subsidiary shares. No definition available.
|
X | ||||||||||
- Definition Refers to proceeds from landlord on construction in progress. No definition available.
|
X | ||||||||||
- Definition The cash inflow from the issuance of common stock and warrants of an equity stock. No definition available.
|
X | ||||||||||
- Definition Proceeds from sale of common shares at-the-market, net of fees. No definition available.
|
X | ||||||||||
- Definition Proceeds from the sale of common stock. No definition available.
|
X | ||||||||||
- Definition Purchase and retirement of common shares from a related party. No definition available.
|
X | ||||||||||
- Definition Sale of AgeX common stock in exchange for a promissory note from Juvenescence. No definition available.
|
X | ||||||||||
- Definition The net cash inflow/(outflow) associated with security deposit received during the period. No definition available.
|
X | ||||||||||
- Definition Represents the stock issued during the period shares subsidiary stock options exercised. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The increase during the period in capital lease obligations due to entering into new capital leases. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Reduction in cash due to no longer including the former subsidiary's cash in the consolidated entity's cash. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Future cash outflow to pay for construction in progress expenditures that have occurred. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of paid and unpaid paid-in-kind dividends declared and applicable to holders of share-based compensation, for example, but not limited to, non-vested shares, stock options, or restricted stock units. No definition available.
|
X | ||||||||||
- Definition Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The difference between the carrying value and the sale price of equity securities, not separately or otherwise categorized as trading or available-for-sale. This element includes investments in which the entity holds a small ownership stake (generally, less than 20% of the shares outstanding) and cannot exert significant influence. No definition available.
|
X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of gain (loss) on sale or disposal of assets utilized in financial service operations. No definition available.
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- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The increase (decrease) during the reporting period in receivables to be collected from an entity that is controlling, under the control of, or within the same control group as the reporting entity by means of direct or indirect ownership. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Change during the period in carrying value for all deferred liabilities due within one year or operating cycle. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period of all assets and liabilities used in operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Amount of increase (decrease) in prepaid expenses, and assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of unrealized gain (loss) on investment in marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The cash outflow for acquisition of or capital improvements to properties held for investment (operating, managed, leased) or for use. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow to acquire debt and equity securities not classified as either held-to-maturity securities or trading securities which would be classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflows from the purchase of net carrying value allocated to in-process research and development costs and materials acquired in a business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow associated with the sale of equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from the sale of property, plant and equipment (capital expenditures), software, and other intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow from exercise of stock options granted under share-based compensation arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The cash outflow for the obligation for a lease meeting the criteria for capitalization (with maturities exceeding one year or beyond the operating cycle of the entity, if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amount of purchased research and development assets that are acquired in a business combination have no alternative future use and are therefore written off in the period of acquisition. No definition available.
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- Definition The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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Organization, Basis of Presentation and Liquidity |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Basis of Presentation and Liquidity |
1. Organization, Basis of Presentation and Liquidity
General – BioTime is a clinical-stage biotechnology company developing new cellular therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and aiding the body in detecting and combating cancer. BioTime’s programs are based on its proprietary cell-based therapy platform and associated development and manufacturing capabilities. With this platform BioTime develops and manufactures specialized, terminally-differentiated human cells from our pluripotent and progenitor cell starting materials. These differentiated cells are developed either to replace or support cells that are dysfunctional or absent due to degenerative disease or traumatic injury, or administered as a means of helping the body mount an effective immune response to cancer.
BioTime has three cell therapy programs in clinical development:
BioTime also has cell/drug delivery programs that are based upon its proprietary HyStem® cell and drug delivery matrix technology. HyStem® was designed to support the formulation, transfer, retention, and engraftment of cellular therapies.
BioTime is also enabling early-stage programs in other new technologies through its own research programs as well as through other subsidiaries, affiliates or investees.
AgeX Therapeutics, Inc. Deconsolidation and Distribution - In 2017, BioTime formed AgeX Therapeutics, Inc. (“AgeX”) to continue development of certain early-stage programs relating to cell immortality, regenerative biology, aging, and age-related diseases. AgeX’s initial programs focus on utilizing brown adipose tissue to target diabetes, obesity, and heart disease; and induced tissue regeneration technology utilizing the human body’s own abilities to scarlessly regenerate tissues damaged from age or trauma.
On August 17, 2017, AgeX completed an asset acquisition and stock sale pursuant to which it received certain assets from BioTime for use in its research and development programs and raised $10.0 million in cash from investors to finance its operations.
As discussed in Note 3, on August 30, 2018, BioTime entered into a Stock Purchase Agreement with Juvenescence Limited (“Juvenescence”) and AgeX pursuant to which BioTime sold 14,400,000 shares of its shares of AgeX common stock to Juvenescence for $3.00 per share (the “Juvenescence Transaction”). Prior to the Juvenescence Transaction, Juvenescence owned 5.6% of AgeX’s issued and outstanding common stock. Upon completion of the Juvenescence Transaction, BioTime’s ownership in AgeX decreased from 80.4% to 40.2% of AgeX’s issued and outstanding shares of common stock, and Juvenescence’s ownership in AgeX increased from 5.6% to 45.8% of AgeX’s issued and outstanding shares of common stock. As a result of the Juvenescence Transaction, as of August 30, 2018, BioTime owned less than 50% of AgeX’s outstanding common stock and experienced a loss of control of AgeX in accordance with accounting principles generally accepted in the United States (“GAAP”). Under GAAP, loss of control of a subsidiary is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock of the subsidiary, lacks a controlling financial interest in the subsidiary, and is unable to unilaterally control the subsidiary through other means such as having the ability or being able to obtain the ability to elect a majority of the subsidiary’s Board of Directors. BioTime determined that all of these loss of control factors were present with respect to AgeX on August 30, 2018. Accordingly, BioTime has deconsolidated AgeX’s consolidated financial statements and consolidated results of operations from BioTime, effective August 30, 2018 (the “AgeX Deconsolidation”), in accordance with Accounting Standards Codification, or ASC 810-10-40-4(c), Consolidation. Beginning on August 30, 2018 through November 28, 2018, BioTime accounted for the AgeX common stock it holds using the equity method of accounting at fair value (see Note 4).
On November 28, 2018, BioTime distributed 12.7 million shares of AgeX common stock owned by BioTime to holders of BioTime common shares, on a pro rata basis, in the ratio of one share of AgeX common stock for every 10 BioTime common shares owned (the “AgeX Distribution”) (see Note 4). Immediately following the distribution, BioTime owned 1.7 million shares of AgeX common stock, all of which it still owns, and which represents approximately 4.8% of AgeX’s outstanding common stock as of December 31, 2018 and which shares BioTime holds as marketable equity securities.
BioTime also has significant equity holdings in two publicly traded companies, OncoCyte Corporation (“OncoCyte”) and Asterias Biotherapeutics, Inc. (“Asterias”), which BioTime founded and, until recently, were majority-owned and consolidated subsidiaries. OncoCyte (NYSE American: OCX) is developing confirmatory diagnostic tests for lung cancer utilizing novel liquid biopsy technology. Asterias (NYSE American: AST) is presently focused on advancing three clinical-stage programs that have the potential to address areas of very high unmet medical needs in the fields of neurology (spinal cord injury) and oncology (Acute Myeloid Leukemia and lung cancer). See Note 19 for the definitive merger agreement entered into by BioTime and Asterias on November 7, 2018, for BioTime to acquire the remaining ownership interest in Asterias, which was completed on March 8, 2019 (the “Asterias Merger”).
Beginning on February 17, 2017, BioTime deconsolidated OncoCyte’s financial statements and results of operations from BioTime (the “OncoCyte Deconsolidation”) (see Notes 5 and 6).
Beginning on May 13, 2016, BioTime deconsolidated Asterias’ financial statements and results of operations from BioTime (the “Asterias Deconsolidation”) (see Notes 5 and 7).
Use of estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, and assumptions used to value stock-based awards, debt or other equity instruments. Actual results could differ materially from those estimates.
Principles of consolidation – BioTime’s consolidated financial statements include the accounts of its subsidiaries. The following table reflects BioTime’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of December 31, 2018.
All material intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2018, BioTime consolidated its direct and indirect wholly-owned or majority-owned subsidiaries because BioTime has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of shareholders’ equity on BioTime’s consolidated balance sheets.
Liquidity – Since inception, BioTime has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, sale of common stock of a former subsidiary, receipt of research grants, royalties from product sales, license revenues and sales of research products. At December 31, 2018, BioTime had an accumulated deficit of approximately $261.9 million, working capital of $29.5 million and shareholders’ equity of $92.2 million. BioTime has evaluated its projected cash flows and believes that its $30.7 million of cash, cash equivalents and marketable equity securities at December 31, 2018, plus the $2.1 million receivable from OncoCyte collected on February 15, 2019, provide sufficient cash, cash equivalents, and liquidity to carry out BioTime’s current operations through at least twelve months from the issuance date of the consolidated financial statements included herein. BioTime also holds shares of OncoCyte common stock with a value of $20.3 million at December 31, 2018. Although BioTime has no present plans to liquidate its holdings of OncoCyte shares, if BioTime needs near term working capital or liquidity to supplement its cash and cash equivalents for its operations, BioTime may sell some, or all, of its OncoCyte shares, as necessary.
The AgeX Distribution was completed on November 28, 2018 and AgeX became a public company. BioTime will continue to hold a minor interest in AgeX common stock that may be a source of additional liquidity to BioTime as a marketable equity security.
If the Juvenescence Promissory Note discussed in Note 3 is converted to Juvenescence common stock prior to its maturity date, the Juvenescence common stock may be a marketable security that BioTime may use to supplement its liquidity, as needed. If the Promissory Note is not converted, it is payable in cash, plus accrued interest, at maturity. There can be no assurance that the Promissory Note will be converted prior to maturity.
On November 7, 2018, BioTime entered into a definitive agreement to acquire via merger the remaining 61% ownership interest in Asterias that it did not own. The merger was completed effective March 8, 2019 and as of that date, Asterias became BioTime’s wholly-owned subsidiary and BioTime will consolidate Asterias’ operations and results with its operations and results beginning on that date (see Note 19). As we integrate Asterias’ operations into our own, we expect to make extensive reductions in headcount and to reduce non-clinical related spend, in each case, as compared to Asterias’ operations before the acquisition.
BioTime’s projected cash flows are subject to various risks and uncertainties, and the unavailability or inadequacy of financing to meet future capital needs could force BioTime to modify, curtail, delay, or suspend some or all aspects of its planned operations. BioTime’s determination as to when it will seek new financing and the amount of financing that it will need will be based on BioTime’s evaluation of the progress it makes in its research and development programs, any changes to the scope and focus of those programs, and projection of future costs, revenues, and rates of expenditure. For example, clinical trials being conducted for our OpRegen® program will be funded in part with funds from grants and not from cash on hand. If BioTime were to lose grant funding or is unable to continue to provide working capital to the OpRegen program, BioTime may be required to delay, postpone, or cancel clinical trials or limit the number of clinical trial sites, unless it is able to obtain adequate financing from another source that could be used for clinical trials. In addition, BioTime expects to incur significant costs in connection with the acquisition of Asterias and with integrating its operations. BioTime may incur additional costs to maintain employee morale and to retain key employees. BioTime will also incur significant fees and expenses relating to legal, accounting and other transaction fees and other costs associated with the merger. BioTime cannot assure that adequate financing will be available on favorable terms, if at all. Sales of additional equity securities by BioTime or its subsidiaries and affiliates could result in the dilution of the interests of present shareholders. |
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- References No definition available.
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- Definition The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Summary of Significant Accounting Policies |
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
Going concern assessment – BioTime assesses going concern uncertainty for its consolidated financial statements to determine if BioTime has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the consolidated financial statements are issued or are available to be issued, which is referred to as the “look-forward period” as defined by FASB’s ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to BioTime, BioTime will consider various scenarios, forecasts, projections, and estimates, and BioTime will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, BioTime makes certain assumptions concerning its ability to curtail or delay research and development programs and expenditures within the look-forward period in accordance with ASU No. 2014-15.
Cash and cash equivalents – BioTime considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2018 and 2017, BioTime had $20.4 million and $32.1 million in money market funds, respectively, considered to be cash equivalents.
Restricted cash – BioTime has a certificate of deposit in the amount of $812,000 as required under the Alameda Lease and the Cell Cure Lease discussed in Note 15, as BioTime is restricted from using the cash for working capital purposes. Of this amount, $346,000 is included in prepaids and other current assets and $466,000 is included in deposits and other long-term assets as of December 31, 2018. On January 24, 2019, the landlord for the Alameda Lease reduced the security deposit to $78,000 pursuant to the Alameda Lease agreement and released the $346,000 to BioTime for general working capital purposes.
Trade accounts and grants receivable, net – Net trade receivables amounted to $51,000 and $139,000 and grants receivable amounted to $716,000 and $641,000 as of December 31, 2018 and 2017, respectively. Net trade receivables include allowance for doubtful accounts of approximately $100,000 and $422,000 as of December 31, 2018 and 2017, respectively, for those amounts deemed uncollectible by BioTime. BioTime establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables on a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.
Financing receivable from Juvenescence – BioTime accounts for the Promissory Note from Juvenescence as a financing receivable under ASC 310-10, Receivables, since it both represents a contractual right to receive cash on a fixed date at maturity and is recognized as an asset on BioTime’s consolidated balance sheet. Under ASC 310-10, the Promissory Note was issued at fair value on the Juvenescence Transaction date and subsequently carried at amortized cost with accrued interest, subject to impairment testing under ASC 310. Interest is accrued monthly under the provisions of the Promissory Note and all accrued interest, along with the principal of the Promissory Note, is payable at maturity two years after the closing of the Juvenescence Transaction, unless converted prior to that date (see Note 3). BioTime establishes an allowance for doubtful accounts based on the evaluation of the collectability of the Promissory Note and accrued interest on a variety of factors, as applicable, including significant events that may impair Juvenescence’s ability to pay, such as a bankruptcy filing or deterioration in Juvenescence’s operating results or financial position, the length of time receivable is past due and historical experience.
Concentrations of credit risk – Financial instruments that potentially subject BioTime to significant concentrations of credit risk consist primarily of cash and cash equivalents. BioTime limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, BioTime has not experienced any losses on such accounts.
Fair Value Measurements – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures:
In determining fair value, BioTime utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, BioTime has no financial assets or liabilities recorded at fair value on a recurring basis, except for cash and cash equivalents consisting of money market funds, shares BioTime holds in Asterias and OncoCyte, and the marketable equity securities in AgeX and Hadasit Bio-Holdings Ltd. (“HBL”), which are carried at fair value based on the applicable period-end quoted market prices as a Level 1 input. BioTime also has certain liability classified warrants issued by Cell Cure which are carried at fair value based on Level 3 inputs (see Note 12).
The fair value of BioTime’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets. The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items.
Equity method investments at fair value – BioTime uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with GAAP, over the operating and financial policies of a company. For equity method investments which BioTime has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statements of operations in other income and expenses, net.
As further discussed in Notes 6 and 7, BioTime has elected to account for its OncoCyte and Asterias shares at fair value using the equity method of accounting because beginning on February 17, 2017 and May 13, 2016, the respective dates on which BioTime deconsolidated OncoCyte and Asterias, BioTime has not had control of OncoCyte and Asterias, as defined by GAAP, but continues to exercise significant influence over those companies. Under the fair value method, BioTime’s value in shares of common stock it holds in OncoCyte and Asterias is marked to market at each balance sheet date using the closing prices of OncoCyte and Asterias common stock on the NYSE American multiplied by the number of shares of OncoCyte and Asterias held by BioTime, with changes in the fair value of the OncoCyte and Asterias shares included in other income and expenses, net, in the consolidated statements of operations. The OncoCyte and Asterias shares are considered level 1 assets as defined by ASC 820, Fair Value Measurements and Disclosures.
On August 30, 2018, BioTime consummated the sale of AgeX Shares to Juvenescence (see Note 3). Prior to the Juvenescence Transaction, Juvenescence owned 5.6% of AgeX’s issued and outstanding common stock. Upon completion of the Juvenescence Transaction, BioTime’s ownership in AgeX decreased from 80.4% to 40.2% of AgeX’s issued and outstanding shares of common stock, and Juvenescence’s ownership in AgeX increased from 5.6% to 45.8% of AgeX’s issued and outstanding shares of common stock. Accordingly, beginning on August 30, 2018, BioTime deconsolidated the financial statements and results of AgeX (see Note 4).
On November 28, 2018, BioTime completed the AgeX Distribution whereby following the AgeX Distribution, BioTime retained 1.7 million shares of AgeX common stock as a marketable equity security discussed below, which represents approximately 4.8% of AgeX’s issued and outstanding shares of common stock (see Note 4).
Beginning on August 30, 2018 through November 28, 2018, the completion of the AgeX Distribution, BioTime held 40.2% of AgeX’s issued and outstanding shares of common stock and therefore accounted for the AgeX shares in a manner similar to the accounting for Asterias and OncoCyte shares held discussed above, using the equity method of accounting at fair value. For the period from August 30, 2018, through November 28, 2018, BioTime recorded an unrealized loss of $4.2 million due to the decrease in the AgeX stock price from August 30, 2018 to the AgeX Distribution date of November 28, 2018.
Marketable equity securities – BioTime accounts for the shares it holds in foreign equity securities in HBL and the AgeX shares of common stock it holds beginning on November 28, 2018, as marketable equity in accordance with ASC 320-10-25, Investments – Debt and Equity Securities, as amended by Accounting Standards Update (“ASU”) 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, further discussed below.
The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) (under trading symbol “HDST”) where share prices are denominated in New Israeli Shekels (NIS). The AgeX shares have a readily determinable fair value quoted on the NYSE American under trading symbol “AGE”. Accordingly, the marketable equity securities are considered level 1 assets as defined by ASC 820. These securities are held principally to meet future working capital needs. These securities are measured at fair value and reported as current assets on the consolidated balance sheets based on the closing trading price of the security as of the date being presented.
Beginning on January 1, 2018, with the adoption of ASU 2016-01 discussed below, the HBL securities are now called “marketable equity securities” and unrealized holding gains and losses on these securities, including changes in foreign currency exchange rates, are reported in the consolidated statements of operations in other income and expenses, net. Prior to January 1, 2018 and the adoption of ASU 2016-01, the HBL securities were called “available-for-sale securities” and unrealized holding gains and losses, including changes in foreign currency exchange rates, were reported in other comprehensive income or loss, net of tax, and were a component of the accumulated other comprehensive income or loss on the consolidated balance sheet. Realized gains and losses, and declines in value judged to be other-than-temporary related to marketable equity securities, are included in other income and expenses, net, in the consolidated statements of operations.
On January 1, 2018, in accordance with the adoption of ASU 2016-01, BioTime recorded a cumulative-effect adjustment for the HBL available-for-sale-securities to reclassify the unrealized gain of $328,000 included in consolidated accumulated other comprehensive income to the consolidated accumulated deficit balance.
For the year ended December 31, 2018, BioTime recorded an unrealized gain of $677,000, included in other income and expenses, net, due to the increase in fair market value of the HBL marketable equity securities from January 1, 2018 to December 31, 2018. For the year ended December 31, 2018, BioTime recorded an unrealized gain of $481,000, included in other income and expenses, net, due to the increase in fair market value of the AgeX marketable equity securities from November 28, 2018 to December 31, 2018.
Property and equipment, net and construction in progress – Property and equipment is stated at cost and is being depreciated using the straight-line method over their estimated useful lives ranging from 3 to 10 years. Leasehold improvements are amortized over the shorter of the useful life or the lease term. Construction in progress is not depreciated until the underlying asset is placed into service (see Note 15).
Long-lived intangible assets – Long-lived intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful lives of the assets, generally over 10 years.
Impairment of long-lived assets – Long-lived assets, including long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, BioTime evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.
Accounting for warrants – BioTime determines the accounting classification of warrants that it or its subsidiaries issue, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480-10, BioTime assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, BioTime assesses whether the warrants are indexed to its common stock or its subsidiary’s common stock, as applicable, and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, BioTime concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the consolidated statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized subsequent to the issuance date. In 2017, Cell Cure issued certain liability classified warrants (see Note 12).
Transactions with noncontrolling interests of subsidiaries – BioTime accounts for a change in ownership interests in its subsidiaries that does not result in a change of control of the subsidiary by BioTime under the provisions of ASC 810-10-45-23, Consolidation – Other Presentation Matters, which prescribes the accounting for changes in ownership interest that do not result in a change in control of the subsidiary, as defined by GAAP, before and after the transaction. Under this guidance, changes in a controlling shareholder’s ownership interest that do not result in a change of control, as defined by GAAP, in the subsidiary are accounted for as equity transactions. Thus, if the controlling shareholder retains control, no gain or loss is recognized in the statements of operations of the controlling shareholder. Similarly, the controlling shareholder will not record any additional acquisition adjustments to reflect its subsequent purchases of additional shares in the subsidiary if there is no change of control. Only a proportional and immediate transfer of carrying value between the controlling and the noncontrolling shareholders occurs based on the respective ownership percentages.
Research and development – Research and development expenses consist of costs incurred for company-sponsored, collaborative and contracted research and development activities. These costs include direct and research-related overhead expenses including compensation and related benefits, stock-based compensation, consulting fees, research and laboratory fees, rent of research facilities, amortization of intangible assets, and license fees paid to third parties to acquire patents or licenses to use patents and other technology. Research and development are expensed as incurred. Research and development expenses incurred and reimbursed by grants from third parties approximate the grant income recognized in the consolidated statements of operations.
General and administrative – General and administrative expenses consist of compensation and related benefits, including stock-based compensation, for executive and corporate personnel; professional and consulting fees; and allocated overhead such as facilities and equipment rent and maintenance, insurance costs allocated to general and administrative expenses, costs of patent applications, prosecution and maintenance, stock exchange-related costs, depreciation expense, marketing costs, and other miscellaneous expenses which are allocated to general and administrative expense.
Foreign currency translation adjustments and other comprehensive income or loss – In countries in which BioTime operates where the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date. Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the period. Resulting foreign currency translation adjustments are recorded as other comprehensive income or loss, net of tax, in the consolidated statements of comprehensive income or loss and included as a component of accumulated other comprehensive income or loss on the consolidated balance sheets. Foreign currency translation adjustments are primarily attributable to Cell Cure and ESI, BioTime’s consolidated foreign subsidiaries. For the years ended December 31, 2018 and 2017, comprehensive income includes foreign currency translation adjustments, net of tax, of $1.3 million and $0.7 million, respectively.
Foreign currency transaction gains and losses – For transactions denominated in other than the functional currency of BioTime or its subsidiaries, BioTime recognizes transaction gains and losses in the consolidated statements of operations and classifies the gain or loss based on the nature of the item that generated it. The majority of BioTime’s foreign currency transaction gains and losses are generated by Cell Cure’s intercompany debt due to BioTime (see Notes 11 and 12), which are U.S. dollar-denominated, while Cell Cure’s functional currency is the Israeli New Shekel (“NIS”). At each balance sheet date, BioTime remeasures the intercompany debt using the current exchange rate at that date pursuant to ASC 830, Foreign Currency Matters. These foreign currency remeasurement gains and losses are included in other income and expenses, net.
Income taxes – BioTime accounts for income taxes in accordance with ASC 740, Income Taxes, which prescribe the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. BioTime files a U.S. federal income tax return as well as various state and foreign income tax returns. BioTime’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If BioTime assumptions, and consequently the estimates, change in the future with respect to BioTime’s own deferred tax assets and liabilities, the valuation allowance may be increased or decreased, which may have a material impact on BioTime’s consolidated financial statements. BioTime recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense, however, no amounts were accrued for the payment of interest and penalties as of December 31, 2018 and 2017.
On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Changes to taxes on corporations impacted by the 2017 Tax Act include, among others, lowering the U.S. federal tax rates to a 21% flat tax rate, elimination of the corporate alternative minimum tax (“AMT”), imposing additional limitations on the deductibility of interest and net operating losses, allowing any net operating loss (“NOLs”) generated in tax years ending after December 31, 2017 to be carried forward indefinitely and generally repealing carrybacks, reducing the maximum deduction for NOL carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer’s taxable income, and allowing for the expensing of certain capital expenditures. The 2017 Tax Act also puts into effect a number of changes impacting operations outside of the United States including, but not limited to, the imposition of a one-time tax “deemed repatriation” on accumulated offshore earnings not previously subject to U.S. tax, and shifts the U.S taxation of multinational corporations from a worldwide system of taxation to a territorial system. ASC 740 requires the effects of changes in tax rates and laws on deferred tax balances (including the effects of the one-time transition tax) to be recognized in the period in which the legislation is enacted (see Note 14).
For 2017, LifeMap Sciences included a deemed repatriation of $227,000 in accumulated foreign earnings not previously subject to U.S. tax in federal income from LifeMap Sciences Ltd. The federal taxable income was offset by the LifeMap Sciences’ net operating loss carryforwards resulting in no federal income tax due.
Beginning in 2018, the 2017 Tax Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (GILTI) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however this deduction is limited by the Company’s pre-GILTI U.S. income. For 2018, BioTime incurred a net loss from foreign activity, accordingly there was no GILTI inclusion in U.S. income. Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. BioTime has elected to account for GILTI as a current period expense when incurred.
On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance for companies that are not able to complete their accounting for the income tax effects of the 2017 Tax Act in the period of enactment. SAB 118 allows BioTime to record provisional amounts during a measurement period not to extend beyond one year of the enactment date (see Note 14). BioTime applied the guidance in SAB 118 when accounting for the enactment-date effects of the 2017 Tax Act during the years ended December 31, 2018 and 2017. As of December 31, 2018, BioTime completed its accounting for all the enactment-date income tax effects of the 2017 Tax Act.
Income tax benefit or expense for each year is allocated to continuing operations, other comprehensive income and the cumulative effects of accounting changes, if any, recorded directly to shareholders’ equity. ASC 740-20-45 Income Taxes, Intraperiod Tax Allocation, Other Presentation Matters includes an exception to the general principle of intraperiod tax allocations. The codification source states that the tax effect of pretax income or loss from continuing operations generally should be determined by a computation that considers only the tax effects of items that are included in continuing operations. The exception to that incremental approach is that all items, including items of other comprehensive income, be considered in determining the amount of tax benefit that results from a loss from continuing operations, and that benefit should be allocated to continuing operations. That is, when a company has a current period loss from continuing operations, management must consider income recorded in other categories in determining the tax benefit that is allocated to continuing operations. This includes situations in which a company has recorded a full valuation allowance at the beginning and end of the period, and the overall tax provision for the year is zero. The intraperiod tax allocation is performed once the overall tax provision has been computed and allocates that provision to continuing operations and other comprehensive income and balance sheet captions. While the intraperiod tax allocation does not change the overall tax provision, it results in a gross-up of the individual components. Additionally, different tax jurisdictions must be considered separately. For the year ended December 31, 2018, BioTime’s other comprehensive income is comprised entirely of foreign currency translation adjustments primarily attributable to its majority-owned and consolidated Israeli subsidiary, Cell Cure. For the year ended December 31, 2017, BioTime’s other comprehensive income or loss items were comprised of foreign currency translation adjustments and available-for-sale securities (see discussion under section Marketable equity securities for adoption of ASU 2016-01 on January 1, 2018) (see Note 14).
Stock-based compensation – BioTime follows accounting standards governing share-based payments in accordance with ASC 718, Compensation – Stock Compensation, which require the measurement and recognition of compensation expense for all share-based payment awards made to directors and employees, including employee stock options, based on estimated fair values. Upon adoption of ASU 2016-09 on January 1, 2017, forfeitures are accounted for as they occur instead of based on the number of awards that were expected to vest prior to adoption of ASU 2016-09. Based on the nature and timing of grants, straight line expense attribution of stock-based compensation for the entire award and the relatively low forfeiture rates on BioTime’s experience, the impact of adoption of ASU 2016-09 pertaining to forfeitures was not material to the consolidated financial statements. BioTime utilizes the Black-Scholes option pricing model for valuing share-based payment awards. BioTime’s determination of fair value of share-based payment awards on the date of grant using that option-pricing model is affected by BioTime’s stock price as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, BioTime’s expected stock price volatility over the term of the awards; the expected term of options granted, derived from historical data on employee exercises and post-vesting employment termination behavior; and a risk-free interest rate based on the U.S. Treasury rates in effect during the corresponding period of grant.
Certain of BioTime’s privately-held formerly consolidated subsidiaries have their own share-based compensation plans. For share-based compensation awards granted by those privately-held consolidated subsidiaries under their respective equity plans, BioTime determines the expected stock price volatility using historical prices of comparable public company common stock for a period equal to the expected term of the options. The expected term of privately-held subsidiary options is based upon the “simplified method” provided under Staff Accounting Bulletin, Topic 14, or SAB Topic 14. The fair value of the shares of common stock underlying the stock options of the privately-held formerly consolidated subsidiaries is determined by the Board of Directors of those subsidiaries, as applicable, which is also used to determine the exercise prices of the stock options at the time of grant.
Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements.
Basic and diluted net loss per share attributable to common shareholders – Basic earnings per share is calculated by dividing net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by BioTime, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any.
For the years ended December 31, 2018 and 2017, because BioTime reported a net loss attributable to common stockholders, all potentially dilutive common stock is antidilutive.
The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands):
Recently adopted accounting pronouncements
Adoption of ASU 2016-18, Statement of Cash Flows (Topic 230) – On January 1, 2018, BioTime adopted Financial Accounting Standards Board (“FASB”) ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and restricted cash, and that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. The adoption of ASU 2016-18 did not have a material effect on BioTime’s consolidated financial statements. However, prior period restricted cash balances included in prepaid expenses and other current assets, and in deposits and other long-term assets, on the consolidated balance sheets was added to the beginning-of-period and end-of-period total consolidated cash and cash equivalents in the consolidated statements of cash flows to conform to the current presentation shown below.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands):
Adoption of ASU 2014-09, Revenues from Contracts with Customers (Topic 606) – In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) Revenue from Contracts with Customers which supersedes the revenue recognition requirements in Topic 605 Revenue Recognition (“Topic 605”). Topic 606 describes principles an entity must apply to measure and recognize revenue and the related cash flows, using the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Topic 606 core principle is that it requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.
BioTime adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning on January 1, 2018 and thereafter are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with BioTime’s historical revenue recognition accounting under Topic 605.
On January 1, 2018, the adoption and application of Topic 606 resulted in an immaterial cumulative effect adjustment to BioTime’s beginning consolidated accumulated deficit balance. In the applicable paragraphs below, BioTime has summarized its revenue recognition policies for its various revenue sources in accordance with Topic 606.
Revenue Recognition by Source and Geography – Revenues are recognized when control of the promised goods or services is transferred to customers, or in the case of governmental entities funding a grant, when allowable expenses are incurred, in an amount that reflects the consideration BioTime or a subsidiary, depending on which company has the customer or the grant, expects to be entitled to in exchange for those goods or services. See further discussion under Grant Revenues below.
The following table presents BioTime’s consolidated revenues disaggregated by source (in thousands).
The following table presents consolidated revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). See further discussion under Grant Revenues below.
Research and development contracts with customers – In its agreements with customers, BioTime’s performance obligations of research and development are completed as services are performed and control passes to the customer, and accordingly revenues are recognized over time. BioTime generally receives a fee at the inception of an agreement, with variable fees, if any, tied to certain milestones, if achieved. BioTime estimates this variable consideration using a single most likely amount. Based on historical experience, there has been no variable consideration related to milestones included in the transaction price due to the significant uncertainty of achieving contract milestones and milestones not being met. If a milestone is met, subsequent changes in the single most likely amount may produce a different variable consideration, and BioTime will allocate any subsequent changes in the transaction price on the same basis as at contract inception. Amounts allocated to a satisfied performance obligation will be recognized as revenue in the period in which the transaction price changes with respect to variable consideration, which could result in a reduction of revenue. Contracts of this kind are typically for a term greater than one year. For each of the years ended December 31, 2018 and 2017, BioTime recognized $308,000 for such services included in the consolidated royalties from product sales and license fees. There were no deferred revenues related to unsatisfied performance obligations in the consolidated balance sheet as of December 31, 2018. As of December 31, 2018, BioTime had not met any milestones that would require adjustment of the transaction price.
Royalties from product sales and license fees – BioTime’s performance obligations in agreements with certain customers is to provide a license to allow customers to make, import and sell company licensed products or methods for pre-clinical studies and commercial use. Customers pay a combination of a license issue fee paid up front and a sales-based royalty, if any, in some cases with yearly minimums. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by BioTime is a functional license with significant standalone functionality and provides customers with the right to use BioTime’s intellectual property. This allows BioTime to recognize revenue on the license issue fee at a point in time at the beginning of the contract, which is when the customer begins to have use of the license. Variable consideration related to sales-based royalties is recognized only when (or as) the later of the following events occurs: (a) a sale or usage occurs, or (b) the performance obligation to which some, or all, of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Due to the contract termination clauses, BioTime does not expect to receive all of the minimum royalty payments throughout the term of the agreements. Therefore, BioTime fully constrains recognition of the minimum royalty payments as revenues until its customers are obligated to pay, which is generally within 60 days prior to beginning of each year the minimum royalty payments are due. For the years ended December 31, 2018 and 2017, royalty revenues were immaterial.
Sale of research products and services – Revenues from the sale of research products and services shown in the table above are primarily derived from the sale of hydrogels and stem cell products for research use and are recognized when earned. These revenues are recognized at a point-in-time when control of the product transfers to the customer, which is typically upon shipment to the customer from the Alameda facility. Cost of sales from the sale of research products include direct and indirect overhead expenses incurred to purchase and manufacture those products, including lab supplies, personnel costs, freight, and royalties paid, if any, in accordance with the terms of applicable licensing agreements for those products.
Revenues from the sale of hydrogels and stem cell products, including the cost of sales related to those products, were immaterial for all periods presented.
Subscription and advertisement revenues – LifeMap Sciences, a direct majority-owned subsidiary of AgeX, sells subscription-based products, including research databases and software tools, for biomedical, gene, disease, and stem cell research. LifeMap Sciences sells these subscriptions primarily through the internet to biotech and pharmaceutical companies worldwide. LifeMap Sciences’ principal subscription product is the GeneCards® Suite, which includes the GeneCards® human gene database, and the MalaCards™ human disease database.
LifeMap Sciences’ performance obligations for subscriptions include a license of intellectual property related to its genetic information packages and premium genetic information tools. These licenses are deemed functional licenses that provide customers with a “right to access” to LifeMap Sciences’ intellectual property during the subscription period and, accordingly, revenue is recognized over a period of time, which is generally the subscription period. Payments are typically received at the beginning of a subscription period and revenue is recognized according to the type of subscription sold.
For subscription contracts in which the subscription term commences before a payment is due, LifeMap Sciences records an accounts receivable as the subscription is earned over time and bills the customer according to the contract terms. LifeMap Sciences continuously monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts. LifeMap Sciences has not historically provided significant discounts, credits, concessions, or other incentives from the stated price in the contract as the prices are offered on a fixed fee basis for the type of subscription package being purchased. LifeMap Sciences may issue refunds only if the packages cease to be available for reasons beyond its control. In such an event, the customer will get a refund on a pro-rata basis. Using the most likely amount method for estimating refunds under Topic 606, including historical experience, LifeMap Sciences determined that the single most likely amount of variable consideration for refunds is immaterial as LifeMap Sciences does not expect to pay any refunds. Both the customer and LifeMap Sciences expect the subscription packages to be available during the entire subscription period, and LifeMap Sciences has not experienced any significant issues with the availability of the product and has not issued any material refunds.
LifeMap Sciences performance obligations for advertising are overall advertising services and represent a series of distinct services. Contracts are typically less than a year in duration and the fees charged may include a combination of fixed and variable fees with the variable fees tied to click throughs to the customer’s products on their website. LifeMap Sciences allocates the variable consideration to each month the click through services occur and allocates the annual fee to the performance obligation period of the initial term of the contract because those amounts correspond to the value provided to the customer each month. For click-through advertising services, at the time the variable compensation is known and determinable, the service has been rendered. Revenue is recognized at that time. The annual fee is recognized over the initial subscription period because this is a service and the customer simultaneously receives and consumes the benefit of LifeMap Sciences’ performance.
LifeMap Sciences deferred subscription revenues primarily represent subscriptions for which cash payment has been received for the subscription term, but the subscription term has not been completed as of the balance sheet date reported. No revenues from subscription and advertisement products have been recorded since August 29, 2018 because of the AgeX Deconsolidation. The LifeMap Sciences revenues shown for the year ended December 31, 2018 are for revenues earned through August 29, 2018, the date immediately preceding the AgeX Deconsolidation. As a result of the AgeX Deconsolidation, BioTime does not expect to earn subscription and advertising revenues in subsequent accounting periods.
For the years ended December 31, 2018 and 2017, LifeMap Sciences recognized $0.7 million and $1.4 million, respectively, in subscription and advertisement revenues. As of December 31, 2018, there were no deferred revenues related to LifeMap Sciences included in the consolidated balance sheets due to the AgeX Deconsolidation on August 30, 2018.
LifeMap Sciences has licensed from a third party the databases it commercializes and has a contractual obligation to pay royalties to the licensor on subscriptions sold. These costs are included in cost of sales on the condensed consolidated statements of operations when the cash is received, and the royalty obligation is incurred as the royalty payments do not qualify for capitalization of costs to fulfill a contract under ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers.
Grant revenues – In applying the provisions of Topic 606, BioTime has determined that government grants are out of the scope of Topic 606 because the government entities do not meet the definition of a “customer”, as defined by Topic 606, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. BioTime has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development services for others. If BioTime or a subsidiary receiving the grant is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then BioTime is required to estimate and recognize that liability. Alternatively, if BioTime or a subsidiary receiving the grant is not required to repay, or if it is required to repay the grant funds only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred (see Note 15).
Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of December 31, 2018, deferred grant revenue was immaterial.
Arrangements with multiple performance obligations – BioTime’s contracts with customers may include multiple performance obligations. For such arrangements, BioTime allocates revenue to each performance obligation based on its relative standalone selling price. BioTime generally determines or estimates standalone selling prices based on the prices charged, or that would be charged, to customers for that product or service. As of, and for the year ended, December 31, 2018, BioTime did not have significant arrangements with multiple performance obligations.
Adoption of ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities – Changes to the current GAAP model under ASU 2016-01 primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, ASU 2016-01 clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged. The more significant amendments are to equity investments in unconsolidated entities. In accordance with ASU No. 2016-01, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. As further discussed above under the marketable equity securities policy, BioTime adopted ASU 2016-01 on January 1, 2018.
Recently Issued Accounting Pronouncements – The following accounting standards, which are not yet effective, are presently being evaluated by BioTime to determine the impact that they might have on its consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for non-employee share-based payment transactions. The new standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 (including interim periods within that fiscal year), with early adoption permitted. As BioTime does not have a significant number of nonemployee share-based awards, BioTime does not believe that the application of the new standard will have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-10 and ASU 2018-11. ASU 2018-10 provides certain areas for improvement in ASU 2016-02 and ASU 2018-11 provides an additional optional transition method by allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. BioTime is completing its assessment of the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. BioTime expects that most of its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon the adoption of ASU 2016-02, which is expected to increase the total consolidated assets and total consolidated liabilities that it reports. BioTime will adopt the new standard on January 1, 2019 and plans to use the optional transition method allowed by ASU 2018-11. |
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- References No definition available.
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- Definition The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Sale of Significant Ownership Interest in AgeX to Juvenescence Limited |
12 Months Ended |
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Dec. 31, 2018 | |
Sale Of Significant Ownership Interest In Agex To Juvenescence Limited | |
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited |
3. Sale of Significant Ownership Interest in AgeX to Juvenescence Limited
On August 30, 2018, BioTime entered into a Stock Purchase Agreement with Juvenescence Limited and AgeX Therapeutics, Inc., pursuant to which BioTime sold 14.4 million shares of the common stock of AgeX to Juvenescence for $3.00 per share, or an aggregate purchase price of $43.2 million (the “Purchase Price”). Juvenescence paid $10.8 million of the Purchase Price at closing, issued an unsecured convertible promissory note dated August 30, 2018 in favor of BioTime for $21.6 million (the “Promissory Note”), and paid $10.8 million on November 2, 2018. The Stock Purchase Agreement contains customary representations, warranties and indemnities from BioTime relating to the business of AgeX, including an indemnity cap of $4.3 million, which is subject to certain exceptions.
The Promissory Note bears interest at 7% per annum, with principal and accrued interest payable at maturity two years after the closing of the Juvenescence Transaction (August 30, 2020). The Promissory Note cannot be prepaid prior to maturity or conversion. On the maturity date, if a “Qualified Financing” (as defined below) has not occurred, BioTime will have the right, but not the obligation, to convert the principal balance of the Promissory Note and accrued interest then due into a number of Series A Preferred Shares of Juvenescence at a conversion price of $15.60 per share. Upon the occurrence of a Qualified Financing on or before the maturity date, the principal balance of the Promissory Note and accrued interest will automatically convert into a number of shares of the class of equity securities of Juvenescence sold in the Qualified Financing, at the price per share at which the Juvenescence securities are sold in the Qualified Financing; and, if AgeX common stock is listed on a national securities exchange in the U.S., the number of shares of the class of equity securities issuable upon conversion may be increased depending on the market price of AgeX common stock. A Qualified Financing is generally defined as an underwritten initial public offering of Juvenescence equity securities in which gross proceeds are not less than $50.0 million. The Promissory Note is not transferable, except in connection with a change of control of BioTime.
For the year ended December 31, 2018, BioTime recognized $0.5 million in interest income on the Promissory Note. As of December 31, 2018, the Promissory Note principal and accrued interest balance was $22.1 million.
Shareholder Agreement
As provided in the Purchase Agreement, BioTime and Juvenescence entered into a Shareholder Agreement, dated August 30, 2018, setting forth the governance, approval and voting rights of the parties with respect to their holdings of AgeX common stock, including rights of representation on the AgeX Board of Directors, approval rights, preemptive rights, rights of first refusal and co-sale and drag-along and tag-along rights for so long as either BioTime or Juvenescence continue to own at least 15% of the outstanding shares of AgeX common stock. Pursuant to the Shareholder Agreement, Juvenescence and BioTime have the right to designate two persons each to be appointed to the six-member AgeX Board of Directors, with the remaining two individuals to be independent of Juvenescence and BioTime. The number of authorized directors of AgeX has been increased to accommodate those appointments. Additionally, following Juvenescence’s payment of the second cash installment on November 2, 2018, Juvenescence has the right to designate an additional member of the AgeX Board of Directors. The size of the AgeX Board of Directors will be correspondingly increased.
In connection with the Juvenescence Transaction, the termination provision of the Shared Facilities Agreement (see Note 11) entitling AgeX or BioTime to terminate the agreement upon six months advance written notice was amended. Pursuant to the amendment, following the deconsolidation of AgeX from BioTime’s consolidated financial statements on August 30, 2018 (see Notes 4 and 11), each party retains the right to terminate the Shared Facilities Agreement at any time by giving the other party six months advance written notice, but BioTime may not do so prior to September 1, 2020.
Following the Juvenescence Transaction, Juvenescence owns 16.4 million shares of AgeX common stock representing 45.8% of AgeX’s issued and outstanding shares of common stock and, following the AgeX Distribution on November 28, 2018 (see Note 4), BioTime owns 1.7 million shares of AgeX common stock representing 4.8% of AgeX’s issued and outstanding shares of common stock. Accordingly, in accordance with the Shareholder Agreement, beginning on the AgeX Distribution date, BioTime has no right to designate any members to the AgeX Board of Directors. |
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- References No definition available.
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- Definition Sale of Significant Ownership Interest [Text Block] No definition available.
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Deconsolidation and Distribution of AgeX |
12 Months Ended |
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Dec. 31, 2018 | |
Deconsolidation And Distribution Of Agex | |
Deconsolidation and Distribution of AgeX |
4. Deconsolidation and Distribution of AgeX
Deconsolidation of AgeX
On August 30, 2018, BioTime sold 14.4 million shares of the common stock of AgeX to Juvenescence (see Note 3). Immediately before that sale, BioTime and Juvenescence owned 80.4% and 5.6%, respectively, of AgeX’s outstanding common stock. Immediately following that sale, BioTime and Juvenescence owned 40.2% and 45.8%, respectively, of AgeX’s outstanding common stock. As a result, on August 30, 2018, AgeX was no longer a subsidiary of BioTime and, as of that date, BioTime experienced a “loss of control” of AgeX, as defined by GAAP. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock of a subsidiary, lacks a controlling financial interest in the subsidiary, and is unable to unilaterally control the subsidiary through other means such as having, or being able to obtain, the power to elect a majority of the subsidiary’s Board of Directors based solely on contractual rights or ownership of shares representing a majority of the voting power of the subsidiary’s voting securities. All of these loss-of-control factors were present with respect to BioTime’s ownership interest in AgeX as of August 30, 2018. Accordingly, BioTime has deconsolidated AgeX’s consolidated financial statements and consolidated results from BioTime’s consolidated financial statements and consolidated results effective on August 30, 2018, in accordance with ASC, 810-10-40-4(c).
In connection with the Juvenescence Transaction discussed in Note 3 and the AgeX Deconsolidation on August 30, 2018, in accordance with ASC 810-10-40-5, BioTime recorded a gain on deconsolidation of $78.5 million, which includes a financial reporting gain on the sale of the AgeX shares of $39.2 million (see Note 14), during the year ended December 31, 2018, included in other income and expenses, net, in the consolidated statements of operations.
Distribution of AgeX Shares
On November 28, 2018, BioTime distributed 12.7 million shares of AgeX common stock owned by BioTime to holders of BioTime common shares, on a pro rata basis, in the ratio of one share of AgeX common stock for every 10 BioTime common shares owned. The AgeX Distribution was accounted for at fair value as a dividend-in-kind in the aggregate amount of $34.4 million. This amount was determined by valuing the 12.7 million shares of AgeX common stock distributed to BioTime shareholders at the $2.71 per share closing price of AgeX common stock, as quoted on the NYSE American, on November 29, 2018, the first trading day of AgeX common stock. Since BioTime has an accumulated deficit in its consolidated shareholders’ equity, the entire fair value of the AgeX Distribution was charged against common stock equity included in the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2018.
Immediately following the distribution, BioTime owned 1.7 million shares of AgeX common stock, all of which it still owns, and which represents approximately 4.8% of AgeX’s outstanding common stock as of December 31, 2018 and which shares BioTime holds as marketable equity securities (see Note 2). |
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- References No definition available.
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- Definition Deconsolidation [Text Block] No definition available.
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Deconsolidation of OncoCyte and Asterias |
12 Months Ended |
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Dec. 31, 2018 | |
Deconsolidation of OncoCyte and Asterias [Abstract] | |
Deconsolidation of OncoCyte and Asterias |
5. Deconsolidation of OncoCyte and Asterias
Deconsolidation of OncoCyte
On February 17, 2017, OncoCyte issued 625,000 shares of OncoCyte common stock to certain investors upon exercise of warrants. The warrants were issued as part of OncoCyte’s financing on August 29, 2016. As a result of the issuance of the 625,000 shares, beginning on February 17, 2017, BioTime owned less than 50% of OncoCyte’s outstanding common stock and experienced a loss of control of OncoCyte under GAAP. Accordingly, BioTime deconsolidated OncoCyte’s financial statements and results of operations from BioTime, effective February 17, 2017, in accordance with ASC, 810-10-40-4(c), referred to as the “OncoCyte Deconsolidation”. For periods on and after February 17, 2017, BioTime is accounting for its retained noncontrolling investment in OncoCyte under the equity method of accounting and has elected the fair value option under ASC 825-10, Financial Instruments (see Note 6).
In connection with the OncoCyte Deconsolidation and in accordance with ASC 810-10-40-5, BioTime recorded a gain on deconsolidation of $71.7 million which is included in other income and expenses, net, in the consolidated statements of operations for the year ended December 31, 2017.
BioTime held 14.7 million shares of OncoCyte common stock, or approximately 36.1% of OncoCyte outstanding common stock, as of December 31, 2018.
Deconsolidation of Asterias
On May 13, 2016, BioTime’s percentage ownership of the outstanding common stock of Asterias declined below 50% and BioTime experienced a loss of control of Asterias under GAAP. Accordingly, BioTime deconsolidated Asterias financial statements and results of operations from BioTime (the “Asterias Deconsolidation”), effective May 13, 2016, in accordance with ASC, 810-10-40-4(c). For periods on and after May 13, 2016, BioTime is accounting for the retained noncontrolling interest in Asterias under the equity method of accounting and has elected the fair value option under ASC 825-10. (see Note 7)
In connection with the Asterias Deconsolidation and in accordance with ASC 810-10-40-5, BioTime recorded a gain on deconsolidation of $49.0 million during the year December 31, 2016 included in other income and expenses, net, in the consolidated statements of operations.
BioTime held 21.7 million shares of Asterias common stock, or approximately 39.1% of Asterias outstanding common stock, as of December 31, 2018.
As discussed in Note 19, on March 8, 2019, the Asterias Merger was completed and Asterias became a wholly owned subsidiary of BioTime. BioTime will consolidate Asterias’ operations and results with its operations and consolidated results beginning on March 8, 2019. |
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- References No definition available.
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- Definition The entire disclosure for deconsolidation of or with a subsidiary or entity acquiring the group of assets after it has been deconsolidated or derecognized. No definition available.
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Equity Method of Accounting for Common Stock of Oncocyte, at Fair Value |
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Equity Method of Accounting for Common Stock of Oncocyte, at Fair Value |
6. Equity Method of Accounting for Common Stock of OncoCyte, at Fair Value
BioTime elected to account for its 14.7 million shares of OncoCyte common stock at fair value using the equity method of accounting beginning on February 17, 2017, the date of the OncoCyte Deconsolidation. The OncoCyte shares had a fair value of $20.3 million as of December 31, 2018 and a fair value of $68.2 million as of December 31, 2017, based on the $1.38 and $4.65 closing prices of OncoCyte common stock on the NYSE American on the applicable date.
All share prices are determined based on the closing price of OncoCyte common stock on the NYSE American on the applicable dates.
For the year ended December 31, 2018, BioTime recorded an unrealized loss of $47.9 million on the OncoCyte shares due to the decrease in OncoCyte stock price from December 31, 2017 to December 31, 2018. The OncoCyte shares had a fair value of $68.2 million as of December 31, 2017 and a fair value of $71.2 million as of February 17, 2017, based on the $4.65 per share and $4.85 per share closing prices of OncoCyte common stock on those respective dates. For the year ended December 31, 2017, BioTime recorded an unrealized loss of $2.9 million due to the decrease in the OncoCyte stock price from February 17, 2017 to December 31, 2017.
The condensed results of operations and condensed balance sheet information of OncoCyte are summarized below (in thousands):
The following table summarizes OncoCyte results of operations for the full years ended December 31, 2018 and 2017 (in thousands).
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- References No definition available.
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- Definition The entire disclosure for equity method accounting for common stock of OncoCyte, at fair value [Text Block] No definition available.
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Equity Method of Accounting for Common Stock of Asterias, at Fair Value |
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Equity Method Of Accounting For Common Stock Of Oncocyte At Fair Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method of Accounting for Common Stock of Asterias, at Fair Value |
7. Equity Method of Accounting for Common Stock of Asterias, at Fair Value
BioTime elected to account for its 21.7 million shares of Asterias common stock at fair value using the equity method of accounting beginning on May 13, 2016, the date of the Asterias Deconsolidation. The Asterias shares had a fair value of $13.5 million as of December 31, 2018 and a fair value of $48.9 million as of December 31, 2017, based on the $0.62 and $2.25 closing prices of Asterias common stock on the NYSE American on the applicable date.
All share prices are determined based on the closing price of Asterias common stock on the NYSE American on the applicable dates.
For the year ended December 31, 2018, BioTime recorded an unrealized loss of $35.4 million on the Asterias shares due to the decrease in Asterias stock price from December 31, 2017 to December 31, 2018. For the year ended December 31, 2017, BioTime recorded an unrealized loss of $51.1 million on the Asterias shares due to the decrease in Asterias stock price from December 31, 2016 to December 31, 2017.
The following table summarizes Asterias results of operations for the full years ended December 31, 2018 and 2017 (in thousands).
On November 7, 2018, BioTime announced it entered into a definitive agreement to acquire the remaining ownership interest in Asterias Biotherapeutics, Inc. that BioTime did not own in a stock-for-stock transaction pursuant to which Asterias shareholders will receive 0.71 shares of BioTime common stock for every share of Asterias common stock. As of December 31, 2018, BioTime owned approximately 39.1% of Asterias’ outstanding common stock.
As discussed in Note 19, upon the completion of the Asterias Merger on March 8, 2019, Asterias ceased to exist as a public company, BioTime owns all of the outstanding shares of Asterias’ common stock and BioTime will consolidate Asterias’ operations and results with its operations and consolidated results beginning on March 8, 2019. |
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- References No definition available.
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- Definition The entire disclosure for equity method accounting for common stock of Asterias, at fair value [Text Block] No definition available.
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Property and Equipment, Net |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net |
8. Property and Equipment, Net
At December 31, 2018 and 2017, property and equipment, net and construction in progress were comprised of the following (in thousands):
Property and equipment at December 31, 2018 and 2017 includes $146,000 and $151,000 financed by capital leases, respectively. Depreciation and amortization expense amounted to $1.1 million and $0.9 million for the years ended December 31, 2018 and 2017, respectively.
Construction in progress
Construction in progress of $1.3 million as of December 31, 2018 entirely relates to the leasehold improvements made at Cell Cure’s lease facilities in Jerusalem, Israel, primarily financed by the landlord (see Note 15). The leasehold improvements were substantially completed in December 2018 and the assets placed in service in January 2019. |
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- References No definition available.
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- Definition The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Intangible Assets, Net |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net |
9. Intangible Assets, Net
At December 31, 2018 and 2017, intangible assets, primarily consisting of acquired patents and accumulated amortization were as follows (in thousands):
BioTime amortizes its intangible assets over an estimated period of 10 years on a straight-line basis. BioTime recognized $2.2 million and $2.3 million in amortization expense of intangible assets during the years ended December 31, 2018 and 2017, respectively.
Amortization of intangible assets for periods subsequent to December 31, 2018 is as follows (in thousands):
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- References No definition available.
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- Definition The entire disclosure for all or part of the information related to intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Accounts Payable and Accrued Liabilities |
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Accounts Payable and Accrued Liabilities |
10. Accounts Payable and Accrued Liabilities
At December 31, 2018 and 2017, accounts payable and accrued liabilities consist of the following (in thousands):
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- Definition The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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Related Party Transactions |
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Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions |
11. Related Party Transactions
Shared Facilities and Service Agreements with Affiliates
The receivables from affiliates shown on the consolidated balance sheets as of December 31, 2018 and 2017 primarily represent amounts owed to BioTime by OncoCyte and AgeX under separate and respective Shared Facilities and Service Agreements (each a “Shared Facilities Agreement”), with amounts owed by OncoCyte comprising most of that amount. Under the terms of the Shared Facilities Agreements, BioTime allows OncoCyte and AgeX to use BioTime’s premises and equipment located at BioTime’s headquarters in Alameda, California for the purpose of conducting business. BioTime also provides accounting, billing, bookkeeping, payroll, treasury, payment of accounts payable, and other similar administrative services to OncoCyte and AgeX. BioTime may also provide the services of attorneys, accountants, and other professionals who may provide professional services to BioTime and its other subsidiaries. BioTime also has provided OncoCyte and AgeX with the services of laboratory and research personnel, including BioTime employees and contractors, for the performance of research and development work for OncoCyte and AgeX at the premises.
BioTime charges OncoCyte and AgeX a “Use Fee” for services provided and for use of BioTime facilities, equipment, and supplies. For each billing period, BioTime prorates and allocates to OncoCyte and AgeX costs incurred, including costs for services of BioTime employees and use of equipment, insurance, leased space, professional services, software licenses, supplies and utilities. The allocation of costs depends on key cost drivers, including actual documented use, square footage of facilities used, time spent, costs incurred by BioTime for OncoCyte and AgeX, or upon proportionate usage by BioTime, OncoCyte and AgeX, as reasonably estimated by BioTime. BioTime, at its discretion, has the right to charge OncoCyte and AgeX a 5% markup on such allocated costs. The allocated cost of BioTime employees and contractors who provide services is based upon the number of hours or estimated percentage of efforts of such personnel devoted to the performance of services.
The Use Fee is determined and invoiced to OncoCyte and AgeX on a regular basis, generally monthly or quarterly. Each invoice is payable in full within 30 days after receipt. Any invoice, or portion thereof, not paid in full when due will bear interest at the rate of 15% per annum until paid, unless the failure to make a payment is due to any inaction or delay in making a payment by BioTime. Through December 31, 2018, BioTime has not charged OncoCyte or AgeX any interest.
In addition to the Use Fee, OncoCyte or AgeX reimburse BioTime for any out of pocket costs incurred by BioTime for the purchase of office supplies, laboratory supplies, and other goods and materials and services for the account or use of OncoCyte or AgeX. BioTime is not obligated to purchase or acquire any office supplies or other goods and materials or any services for OncoCyte or AgeX, and if any such supplies, goods, materials or services are obtained, BioTime may arrange for the suppliers to invoice OncoCyte or AgeX directly.
The Shared Facilities Agreements remain in effect until a party gives the other party written notice that the Shared Facilities Agreement will terminate on December 31 of that year, or unless it is otherwise terminated under another provision of the agreement. In addition, BioTime and AgeX may each terminate their Shared Facilities Agreement prior to December 31 of the year by giving the other party written six months’ notice to terminate, but BioTime may not do so prior to September 1, 2020.
In the aggregate, BioTime charged Use Fees to OncoCyte and AgeX as follows (in thousands):
The Use Fees charged to OncoCyte and AgeX shown above are not reflected in revenues, but instead BioTime’s general and administrative expenses and research and development expenses are shown net of those charges in the consolidated statements of operations. As of December 31, 2018 and 2017, BioTime has a $2.1 million receivable from OncoCyte included in receivable from affiliates, net, on account of Use Fees incurred by OncoCyte under the Shared Facilities Agreement (see Note 19). As of December 31, 2018, BioTime has an immaterial amount receivable from AgeX included in receivable from affiliates, net, on account of Use Fees incurred by AgeX, while amounts owed to BioTime as of December 31, 2017 were eliminated in consolidation with BioTime as of that date. Since these amounts are due and payable within 30 days of being invoiced, the receivable is classified as a current asset.
BioTime accounts for receivables from affiliates, net of payables to affiliates, if any, for similar shared services and other transactions BioTime’s consolidated subsidiaries may enter into with nonconsolidated affiliates. BioTime and the affiliates record those receivables and payables on a net basis since BioTime and the affiliates intend to exercise a right of offset of the receivable and the payable and to settle the balances net by having the party that owes the other party pay the net balance owe.
Related Party Convertible Debt
Cell Cure issued certain convertible promissory notes (the “Convertible Notes”) to Cell Cure shareholders other than BioTime. The Convertible Notes bear a stated interest rate of 3% per annum. The total outstanding principal balance of the Convertible Notes, with accrued interest, were due and payable on various maturity dates in July 2017 and September 2017, and in February 2019 through August 2019. The outstanding principal balance of the Convertible Notes with accrued interest was convertible into Cell Cure ordinary shares at a fixed conversion price of $20.00 per share, at the election of the holder, at any time prior to maturity. Any conversion of the Convertible Notes was required to be settled with Cell Cure ordinary shares and not with cash. The conversion feature of the Convertible Notes issued was not accounted for as an embedded derivative under the provisions of ASC 815, Derivatives and Hedging since it was not a freestanding financial instrument and the underlying Cell Cure ordinary shares are not readily convertible into cash. Accordingly, the Convertible Notes were accounted for under ASC 470-20, Debt with Conversion and Other Options (ASC 470-20). Under ASC 470-20, BioTime determined that a beneficial conversion feature (“BCF”) was present on the issuance dates of the Convertible Notes. A conversion feature is beneficial if, on the issuance dates, the effective conversion price is less than the fair value of the issuer’s capital stock. Since the effective conversion price of $20.00 per share is less than the estimated range of fair values from $28.00 per share to $40.00 per share of Cell Cure ordinary shares on the dates the Convertible Notes were issued, a beneficial conversion feature, equal to the intrinsic value ranging from $8 per share to $20 per share, was present. In accordance with ASC 470-20-30-8, if the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible instrument. The BCF was recorded as an addition to equity with a corresponding debt discount on the Convertible Notes issuance date. This debt discount was amortized to interest expense using the effective interest method over the term of the debt, generally three years, representing an approximate effective annual interest rate between 11% and 23%.
In July 2017, BioTime purchased all of the outstanding Convertible Notes and Cell Cure ordinary shares held by HBL, a Cell Cure shareholder that owned substantially all the Convertible Notes and 21.2% of the outstanding Cell Cure ordinary shares (see Note 12). BioTime purchased such Convertible Notes in exchange for 2,776,662 shares of BioTime common stock valued at $8.6 million, and purchased such Cell Cure ordinary shares in exchange for 1,220,207 shares of BioTime common stock valued at $3.8 million. The value of the BioTime common stock was determined based on the closing price of BioTime common stock on the NYSE American on July 10, 2017, or $3.09 per share (see Note 12).
The purchase of the Convertible Notes from HBL was accounted for as an extinguishment of a convertible debt with a beneficial conversion feature under ASC 470-50-40, Debt – Modifications and Extinguishments. This guidance requires an entity to recognize the difference between the reacquisition price and the net carrying value of the extinguished debt, including any unamortized discount relating to the BCF, as a gain or loss on extinguishment in the statement of operations. The entity must also calculate the intrinsic value, if any, of the conversion option of the debt and charge this amount to equity and allocate the remainder of the reacquisition price to the extinguishment of the debt and record a gain or loss on debt extinguishment by comparing the reacquisition price allocated to the debt with the net carrying value amount of the debt.
In connection with the purchase of the Convertible Notes from HBL, and in accordance with ASC 470-50-40, BioTime recorded a charge to equity of $3.1 million representing the intrinsic value of the conversion option of the Convertible Notes, and a $2.8 million noncash loss on debt extinguishment included in other income and expenses, net, during the year ended December 31, 2017.
Other related party transactions
In connection with the capitalization of AgeX in August 2017 (see Note 12), Alfred D. Kingsley, the Chairman of BioTime’s Board of Directors, purchased 200,000 shares of AgeX common stock. The AgeX shares were sold to Mr. Kingsley on the same terms (including price, $2.00 per share) as such shares were sold to other investors in that transaction.
In August 2017, Mr. Kingsley acquired an additional 421,500 AgeX shares valued at $2.00 per share from BioTime in exchange for 300,000 BioTime common shares owned by Mr. Kingsley valued at $2.81 per share.
BioTime currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to BioTime on a month-by-month basis by one of its directors at an amount that approximates his cost. |
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- References No definition available.
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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Shareholders' Equity |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' Equity |
12. Shareholders’ Equity
Preferred Shares
BioTime is authorized to issue 2,000,000 shares of preferred stock. The preferred shares may be issued in one or more series as the board of directors may by resolution determine. The board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares. The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series. As of December 31, 2018, no shares of preferred stock were issued or outstanding.
Common Shares
At December 31, 2018, BioTime was authorized to issue 250,000,000 common shares, no par value. As of December 31, 2018 and 2017, BioTime had 127,135,774 and 126,865,634 issued and outstanding common shares, respectively (see Note 19).
During the year ended December 31, 2018, BioTime issued 270,000 shares of common stock, net of shares withheld and retired for employee taxes paid, for vested restricted stock units (see Note 13).
In October 2017, BioTime completed a public offering of 11,057,693 common shares at a price of $2.60 per share, including the underwriters’ full exercise of their over-allotment option to purchase additional shares. The public offering generated net proceeds to BioTime of approximately $26.7 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by BioTime.
In July 2017, BioTime issued 4,924,542 common shares valued at $15.2 million to purchase outstanding Convertible Notes and Cell Cure ordinary shares from HBL as further described in Note 11 and Transactions with Noncontrolling Interests of Cell Cure section below, respectively.
In April 2017, BioTime entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor Fitzgerald”), pursuant to which BioTime may offer and sell, from time to time, through Cantor Fitzgerald, shares of BioTime common stock having an aggregate offering price of up to $25,000,000. BioTime is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NYSE American, to sell the shares from time to time based upon BioTime’s instructions, including any price, time or size limits specified by BioTime. Under the Sales Agreement, Cantor Fitzgerald may sell the shares by any method deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or by any other method permitted by law, including in privately negotiated transactions. Cantor Fitzgerald’s obligations to sell the shares under the Sales Agreement are subject to satisfaction of certain conditions, including the continued effectiveness of BioTime’s Registration Statement on Form S-3 which became effective on May 5, 2017. As of December 31, 2018, $24.2 million remained available for sale through the Sales Agreement under the Registration Statement.
BioTime will pay Cantor Fitzgerald a commission of 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cantor Fitzgerald with customary indemnification and contribution rights. The Sales Agreement may be terminated by Cantor Fitzgerald or BioTime at any time upon notice to the other party, or by Cantor Fitzgerald at any time in certain circumstances, including the occurrence of a material and adverse change in BioTime’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the shares.
In connection with the capitalization of AgeX in August 2017, BioTime acquired 300,000 BioTime common shares from Alfred D. Kingsley in exchange for 421,500 shares of AgeX common stock owned by BioTime, as discussed in Note 11, and BioTime sold 300,000 common shares under the Sales Agreement to an unaffiliated and existing BioTime investor for $2.81 per share. The BioTime common shares received from Mr. Kingsley were immediately retired as authorized but unissued shares (see Note 11). Although the transaction between Mr. Kingsley and BioTime was an exchange of shares, the proceeds from the sale of BioTime shares to the unrelated investor and the BioTime shares acquired from Mr. Kingsley are presented gross as separate cash items on the Consolidated Statements of Cash Flows for the year ended December 31, 2017, in accordance with ASC 230-10-45, Statement of Cash Flows – Other Presentation Matters.
In February 2017, BioTime sold 7,453,704 common shares in an underwritten public offering. The offering price to the public was $2.70 per share and net proceeds to BioTime were approximately $18.5 million, after deducting underwriting discounts, commissions and expenses related to the financing.
BioTime Warrants
BioTime has issued equity-classified warrants to purchase its common shares. Activity related to warrants in 2018 and 2017 is presented in the table below (in thousands, except price per share):
Transactions with Noncontrolling Interests of AgeX Therapeutics, Inc.
AgeX was incorporated in January 2017 for the purpose of acquiring and developing BioTime technology relating to cell immortality and regenerative biology by developing products for the treatment of aging and age-related diseases. Initial product development plans included: pluripotent stem cell-derived brown adipocytes (AGEX-BAT1); vascular progenitors (AGEX-VASC1); and induced Tissue Regeneration (iTR). Initial planned indications for these products are type II diabetes, cardiac ischemia, and cancer, respectively.
In August 2017, AgeX received its initial assets and cash from BioTime and certain investors. BioTime contributed certain assets and cash to AgeX in exchange for 28,800,000 shares of AgeX common stock pursuant to an Asset Contribution and Separation Agreement. BioTime and AgeX also entered into a License Agreement pursuant to which BioTime licensed or sublicensed to AgeX, and AgeX granted to BioTime an option to license back, certain patent rights. Concurrently with the BioTime’s contribution of assets to AgeX, AgeX sold 4,950,000 shares of its common stock for $10.0 million in cash primarily to investors, which included the Chairman of BioTime’s Board of Directors (see Note 11). At the close of the financing and as of December 31, 2017, BioTime owned 85.4% of the outstanding shares of AgeX common stock.
In June 2018, AgeX sold 2.0 million shares of common stock to Juvenescence for $2.50 per share for aggregate cash proceeds to AgeX of $5.0 million. As of the completion of this financing, BioTime owned 80.6% of the outstanding shares of AgeX common stock and retained a controlling interest in AgeX. In August 2018 and prior to the AgeX Deconsolidation, AgeX issued 80,000 shares of AgeX common stock valued at $0.2 million for certain assets AgeX acquired from a third party, decreasing BioTime’s ownership interest to 80.4% of the outstanding shares of AgeX common stock. In connection with these transactions, BioTime recorded a $3.8 million net proportional equity transfer, at carrying value, from noncontrolling interests in AgeX to BioTime in accordance with ASC 810-10-45-23, included in consolidated shareholders’ equity for the year ended December 31, 2018.
In August 2018, BioTime sold 14,400,000 shares of AgeX common stock it owned to Juvenescence. Immediately after that sale, BioTime owned 40.2% of the outstanding shares of AgeX common stock, resulting in the AgeX Deconsolidation (see Notes 3 and 4).
Transactions with Noncontrolling Interests of Cell Cure
On July 10, 2017, BioTime purchased all of the outstanding Cell Cure Convertible Notes and Cell Cure ordinary shares held by HBL, a former Cell Cure shareholder that owned 21.2% of the issued and outstanding Cell Cure ordinary shares and substantially all of the Cell Cure Convertible Notes issued by Cell Cure shareholders other than BioTime (see Note 11). On the same date, BioTime also purchased all of the Cell Cure ordinary shares owned by Teva Pharmaceutical Industries, Ltd. (“Teva”), a former Cell Cure shareholder that owned 16.1% of the issued and outstanding Cell Cure ordinary shares. Teva did not have any Cell Cure Convertible Notes. To acquire the Cell Cure ordinary shares from HBL and Teva, BioTime issued 1,220,207 and 927,673 common shares, valued at $3.8 million and $2.8 million, to HBL and Teva, respectively, based on the closing price of BioTime common shares on the NYSE American. Prior to the consummation of the transactions with HBL and Teva, BioTime held 62.5% of the issued and outstanding Cell Cure ordinary shares and upon the consummation of the transactions BioTime held 99.8%. Accordingly, BioTime recorded a corresponding charge to equity of $10.1 million and a proportional transfer of carrying value of $3.5 million for purchase of noncontrolling interests in Cell Cure, included in the consolidated statement of shareholders’ equity for the year ended December 31, 2017, in accordance with ASC 810-10-45-23.
In October 2017, an unaffiliated third party exercised stock options to purchase 4,400 Cell Cure ordinary shares, reducing BioTime’s ownership from 99.8% to 98.8% of outstanding Cell Cure ordinary shares.
In May 2018, BioTime purchased 937 shares of Cell Cure ordinary shares for $40.5359 per share, the same Cell Cure price per ordinary share paid by BioTime to each of HBL and Teva discussed above, resulting in an increase in BioTime’s ownership from 98.8% to 99.0%. Accordingly, BioTime recorded a $1.9 million net proportional equity transfer, at carrying value, from noncontrolling interests in Cell Cure to BioTime included in consolidated shareholders’ equity for the year ended December 31, 2018, in accordance with ASC 810-10-45-23.
Cell Cure Warrants – Liability Classified
In July 2017, as an inducement to HBL to sell their Cell Cure ordinary shares to BioTime, Cell Cure issued warrants to HBL (the “HBL Warrants”) to purchase up to 24,566 Cell Cure ordinary shares at an exercise price of $40.5359 per share, payable in U.S. dollars, the same Cell Cure price per ordinary share paid by BioTime to each of HBL and Teva for the purchase of their Cell Cure ordinary shares discussed above. No warrants were issued to Teva. The HBL Warrants are immediately exercisable and expire on the earliest of the lapse of 5 years from the issuance date or immediately prior to the closing of a Corporate Transaction or an initial public offering, as defined in the HBL Warrant Agreement. For the year ended December 31, 2017, Cell Cure recorded a noncash expense of $0.6 million included in general and administrative expenses in connection with the issuance of the HBL Warrants.
Cell Cure also has issued warrants to purchase up to 13,738 Cell Cure ordinary shares at exercise prices ranging from $32.02 to $40.00 per share, payable in U.S. dollars, to consultants (the “Consultant Warrants”), expiring in October 2020 and January 2024. The HBL Warrants and the Consultant Warrants are collectively referred to as the “Cell Cure Warrants”.
ASC 815 requires freestanding financial instruments, such as warrants, with exercise prices denominated in currencies other than the functional currency of the issuer to be accounted for as liabilities at fair value, with all subsequent changes in fair value after the issuance date to be recorded as gains or losses in the consolidated statements of operations. Because the exercise price of the Cell Cure Warrants is U.S. dollar-denominated and settlement is not expected to occur in the next twelve months, Cell Cure classified the Cell Cure Warrants as a long-term liability in accordance with ASC 815.
The fair value of the Cell Cure Warrants at the time of issuance was determined by using the Black-Scholes option pricing model using the respective contractual term of the warrants. In applying this model, the fair value is determined by applying Level 3 inputs, as defined by ASC 820; these inputs are based on certain key assumptions including the fair value of the Cell Cure ordinary shares, adjusted for lack of marketability, as appropriate, and the expected stock price volatility over the term of the Cell Cure Warrants. The fair value of the Cell Cure ordinary shares is determined by Cell Cure’s Board of Directors, which may engage a valuation specialist to assist it in estimating the fair value, or may use recent transactions in Cell Cure shares, if any, as a reasonable approximation of fair value, or may apply other reasonable methods to determining the fair value, including a discount for lack of marketability. BioTime determines the stock price volatility using historical prices of comparable public company common stock for a period equal to the remaining term of the Cell Cure Warrants. The Cell Cure Warrants are revalued each reporting period using the same methodology described above, with changes in fair value included as gains or losses in other income and expenses, net, in the consolidated statements of operations. Changes in any of the key assumptions used to value the Cell Cure Warrants could materially impact the fair value of the Cell Cure Warrants and BioTime’s consolidated financial statements.
For the year ended December 31, 2018, BioTime recorded a noncash gain of $0.4 million for the decrease in the fair value of the Cell Cure Warrants included in other income and expenses, net. The decrease in the fair value of the Cell Cure Warrants was mainly attributable to the reduced remaining life of the warrants from the prior period, and management’s assumption on the lack of marketability discount adjustment on the fair value of Cell Cure ordinary shares. As of December 31, 2018 and 2017, the Cell Cure Warrants, valued at $0.4 million and $0.8 million, respectively, were included in long-term liabilities on the consolidated balance sheets.
Transactions with Noncontrolling Interests of Other Subsidiaries
In June 2017, BioTime increased its ownership in LifeMap Sciences from 78% to 82% and obtained a direct 100% ownership interest in LifeMap Solutions, of which 78% was previously indirectly owned by BioTime through LifeMap Sciences, for settlement and cancellation of certain intercompany debt owed by LifeMap Sciences.
In 2017, certain OrthoCyte option holders exercised stock options to purchase 51,000 shares of OrthoCyte common stock, reducing BioTime’s ownership from 100% to 99.8% of the outstanding shares of OrthoCyte common stock.
In August 2017, pursuant to the Asset Contribution Agreement between BioTime and AgeX discussed above, BioTime contributed its direct ownership in ReCyte Therapeutics and LifeMap Sciences to AgeX, and after the contribution BioTime owned these subsidiaries indirectly through its ownership of AgeX (which was 85.4% as of December 31, 2017).
The above described transactions were between entities under common control and the changes in ownership interests did not result in a change of control under GAAP. Accordingly, BioTime recorded a $5.5 million net proportional equity transfer, at carrying values, from noncontrolling interests in these subsidiaries to BioTime included in consolidated shareholders’ equity for the year ended December 31, 2017, in accordance with ASC 810-10-45-23. |
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- References No definition available.
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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Stock-Based Awards |
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Stock-Based Awards |
13. Stock-Based Awards
During December 2012, BioTime’s Board of Directors approved the 2012 Equity Incentive Plan (the “2012 Plan”), which was amended during 2017, under which BioTime has reserved 16,000,000 common shares for the grant of stock options or the sale of restricted stock or other equity awards. No options may be granted under the 2012 Plan more than ten years after the date upon which the 2012 Plan was adopted by the Board of Directors, and no options granted under the 2012 Plan may be exercised after the expiration of ten years from the date of grant. Under the 2012 Plan, options to purchase common shares may be granted to employees, directors and certain consultants at prices not less than the fair market value at date of grant, subject to certain limited exceptions for options granted in substitution of other options. Options may be fully exercisable immediately or may be exercisable according to a schedule or conditions specified by the Board of Directors or the Compensation Committee of the Board of Directors. The 2012 Plan also permits BioTime to award restricted stock for services rendered or to sell common shares to employees subject to vesting provisions under restricted stock agreements that provide for forfeiture of unvested shares upon the occurrence of specified events under a restricted stock award agreement. BioTime may permit employees or consultants, but not officers or directors, who purchase stock under restricted stock purchase agreements, to pay for their shares by delivering a promissory note that is secured by a pledge of their shares.
BioTime may also grant stock appreciation rights (“SARs”) and hypothetical units issued with reference to BioTime common shares (“RSUs”) under the 2012 Plan. A SAR is the right to receive, upon exercise, an amount payable in cash or shares or a combination of cash and shares, as determined by the Board of Directors or the Compensation Committee, equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of (a) the fair market value of a BioTime common share on the date the SAR is exercised, over (b) the exercise price specified in the SAR award agreement.
The terms and conditions of a grant of RSUs will be determined by the Board of Directors or Compensation Committee. No shares of stock will be issued at the time an RSU is granted, and BioTime will not be required to set aside a fund for the payment of any such award. RSU recipients have no voting rights with respect to the shares underlying the RSU. Upon the expiration of the restrictions applicable to an RSU, BioTime will either issue to the recipient, without charge, one common share per RSU or cash in an amount equal to the fair market value of one common share. RSUs granted from the 2012 Plan reduce the shares available for grant by two shares for each RSU granted.
The following table summarizes consolidated stock-based compensation expense, including equity awards by privately-held consolidated subsidiaries, related to stock options and other equity awards for the years ended December 31, 2018 and 2017, which was allocated as follows (in thousands):
As of December 31, 2018, total unrecognized compensation costs related to unvested stock options under BioTime’s 2002 Plan and 2012 Plan was $6.3 million, which is expected to be recognized as expense over a weighted average period of approximately 2.6 years.
The weighted-average estimated fair value of stock options granted under the 2012 Plan and other stock option awards granted outside of the 2012 Plan, during the years ended December 31, 2018 and 2017 was $1.24 and $1.65 per share respectively, using the Black-Scholes option pricing model with the following weighted-average assumptions:
Options and RSU Adjustment
In connection with the AgeX Distribution discussed in Note 4 and in accordance with the provisions of the 2012 Plan and awards granted outside of the 2012 Plan, BioTime awards issued and outstanding as of November 28, 2018 were adjusted to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution shown below. The adjustments to the number of shares subject to each RSU, stock option and the option exercise prices were based on the relative market capitalization of BioTime and AgeX as of the AgeX Distribution date. Since the adjustments were done to maintain intrinsic value of the BioTime options and RSUs in accordance with the 2012 Plan and awards issued outside of the 2012 Plan, there was no modification in accordance with ASC 718.
General Option Information
A summary of the 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands except weighted average exercise price):
The disclosures below regarding share-based awards that were granted on or before November 28, 2018 are before the applicable adjustments made to such awards to maintain intrinsic value before and after the AgeX Distribution, as discussed above.
(1)On October 13, 2017, BioTime’s Board of Directors determined to temporarily set a 5.0 million total share limit on shares available for the grant of share-based awards pursuant to the 2012 Plan. As of December 31, 2017, the total 2.5 million shares available for grant was net of this 5.0 million share restriction. On May 4, 2018, BioTime’s Board of Directors removed this restriction, thereby increasing shares available for the grant of share-based awards pursuant to the 2012 Plan.
(2) On July 9, 2018, BioTime’s Board of Directors terminated the Cell Cure Equity Incentive Plan (the “Cell Cure Plan”), under which Cell Cure employees and certain consultants (“Cell Cure Option Holders”) held outstanding options to purchase shares of common stock in Cell Cure, and BioTime granted the Cell Cure Option Holders BioTime options of equivalent value under the 2012 Plan in exchange for their Cell Cure options (the “BioTime Exchange”). The BioTime Exchange resulted in 866,000 grants of BioTime stock options under the 2012 Plan, all issued with an exercise price of $2.16 per share to the Cell Cure Option Holders, based on BioTime’s closing stock price on July 9, 2018. Of the total options granted under the BioTime Exchange, 275,000 are subject to continued service-based vesting from the original terms under the Cell Cure Plan, and 591,000 were immediately vested on the exchange date to reflect the fact that the Cell Cure Options Holders held prior to the exchange were already vested. Equivalent value of the BioTime Exchange was determined using the Black-Scholes option pricing model. The BioTime Exchange was accounted for as a modification under ASC 718, and BioTime recorded a noncash stock-based compensation expense of $298,000 for the year ended December 31, 2018 included in consolidated stock-based compensation expense.
(3)On May 24, 2018 and August 10, 2018, BioTime granted 485,000 and 8,000 RSUs, respectively, to employees. The RSUs vest in increments upon the attainment of specified performance conditions, as determined by BioTime’s Board of Directors, including the completion of the AgeX Distribution and certain clinical milestones in the development of OpRegen® and Renevia®. Stock-based compensation expense for these performance-based RSUs is recognized when it is probable that the respective milestone will be achieved, as determined by BioTime’s Board of Directors. On October 4, 2018, BioTime’s Board of Directors determined that BioTime had achieved the AgeX Distribution performance condition and as a result 25%, or 123,250, of the RSUs granted in May and August 2018 vested. On December 18, 2018, BioTime’s Board of Directors determined that BioTime had achieved other milestones related to the RSUs and as a result an additional 50%, or 246,500, of the RSUs granted in May and August 2018 vested. The remaining 25%, or 123,250 RSUs, expired unvested on December 31, 2018.
On September 17, 2018, BioTime granted BioTime’s new President and Chief Executive Officer, Brian M. Culley, two RSU awards under the 2012 Plan: (1) an award of 200,000 restricted stock units (“RSU Award No. 1”) and (2) an award of 100,000 restricted stock units (“RSU Award No. 2” and together with RSU Award No. 1, the “RSU Awards”). Subject to Mr. Culley’s continued service with BioTime, 25% of the shares subject to RSU Award No. 1 will vest on the first anniversary of the date of grant, and the balance of the shares subject to RSU Award No. 1 will vest in 12 equal quarterly installments at the end of each quarter thereafter. RSU Award No. 2 vested in full on January 1, 2019.
(4)On September 17, 2018 (the “Start Date”), Brian M. Culley became President and Chief Executive Officer of BioTime. In connection with Mr. Culley’s employment, BioTime granted Mr. Culley an inducement option to purchase 1,500,000 of BioTime’s common shares (the “Culley Option”). The exercise price of the Culley Option is $2.31 per share, which was the closing stock price on September 17, 2018. This grant was made outside of the 2012 Plan and was approved by the independent members of the Board of Directors. Subject to Mr. Culley’s continued service with BioTime on the applicable vesting date, the Culley Option will vest and become exercisable with respect to 25% of the shares on the first anniversary of the Start Date, and the balance of the Culley Option will vest and become exercisable in 36 equal monthly installments thereafter.
(5) Reflects the equitable adjustment to the exercise prices and number of outstanding stock options, and to restricted stock units, necessary to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution.
In connection with the vested RSUs during the year ended December 31, 2018, BioTime paid $0.2 million in minimum employee withholding taxes in exchange for 134,000 vested shares of BioTime common stock issuable to the employees and immediately retired those shares. For the year ended December 31, 2018, BioTime recorded a noncash stock-based compensation expense of $1.2 million, which includes $1.0 million related to the performance-based awards discussed above, in connection with the vested RSUs, included in consolidated stock-based compensation expense.
As of December 31, 2018, additional information regarding options outstanding under the 2012 Plan and options outstanding outside of the 2012 Plan, is as follows (in thousands except exercise prices and weighted average exercise price):
(1) After adjustment to the applicable exercise prices, number of outstanding and exercisable stock options necessary to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution. |
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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
14. Income Taxes
U.S. Federal Income Tax Reform
On December 22, 2017, in response to the enactment of the 2017 Tax Act (see Note 2), the SEC staff issued SAB 118 that allows companies to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. The repatriation tax is based primarily on LifeMap Sciences Ltd, an Israeli subsidiary of LifeMap Sciences, accumulated foreign earnings and profits that BioTime previously excluded from U.S. income taxes. As a result, LifeMap Sciences included $227,000 in foreign earnings in federal income for the year ended December 31, 2017. The federal taxable income was offset by the LifeMap Sciences’ net operating loss carryforwards resulting in no federal income tax due.
In addition, for the year ended December 31, 2017, BioTime remeasured certain deferred tax assets and liabilities based on the enacted tax rate at which they are expected to reverse in the future. The estimated tax effected amount related to the remeasurement of these balances was a reduction of BioTime’s net deferred tax assets by $8.9 million with a corresponding decrease in the valuation allowance by the same amount, recognized as of December 31, 2017, discussed below. BioTime applied the guidance in SAB 118 when accounting for the enactment-date effects of the 2017 Tax Act for the years ended December 31, 2018 and 2017. As of December 31, 2018, BioTime completed its accounting for all the enactment-date income tax effects of the 2017 Tax Act.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2017, the federal portion of the deferred tax assets and liabilities for 2017 were re-rated from 34% to 21% pursuant to the 2017 Tax Act.
The primary components of the deferred tax assets and liabilities at December 31, 2018 and 2017 were as follows (in thousands):
A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. BioTime established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets, including foreign net operating losses generated by its subsidiaries.
Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following:
BioTime recorded a federal current income tax benefit of $0.3 million for the year ended December 31, 2018 due to intraperiod allocation discussed below (see Note 2). No income tax provision or benefit was recorded for the year ended December 31, 2017 due to a full valuation allowance on the deferred tax assets.
As of December 31, 2018, BioTime has gross net operating loss carryforwards of approximately $93.8 million for federal purposes. As a result of the deconsolidation of AgeX on August 30, 2018 (Notes 3 and 4), AgeX and its subsidiaries will not be included in the federal consolidated and state combined tax returns of BioTime after that date. Accordingly, AgeX and its subsidiaries will file their own separate federal consolidated and state combined tax returns. In addition, AgeX and its subsidiaries will keep their separate tax attributes, consisting primarily of net operating loss carryforwards and research and development credits which will not be available to offset the taxable income of BioTime and not be included in the schedule of deferred tax assets and liabilities at December 31, 2018. As of December 31, 2018, BioTime’s foreign subsidiaries have net operating loss carryforwards of approximately $72.9 million which carryforward indefinitely.
As of December 31, 2018, BioTime has net operating losses of $43.1 million for state tax purposes. Historically, the activities of OncoCyte, AgeX, ReCyte, LifeMap Sciences and OncoCyte have been included in the combined California tax return with BioTime. As a result of the OncoCyte Deconsolidation on February 17, 2017, (see Note 5), OncoCyte will file a separate California return for tax years 2018 and 2017. As a result of the AgeX Deconsolidation on August 30, 2018, AgeX and its subsidiaries, ReCyte, LifeMap Sciences Inc. and LifeMap Sciences Ltd (the “AgeX Group”) will file a separate California return after that date. Accordingly, the California net operating loss carryforwards and research and development credits attributable to the AgeX Group will not be available to BioTime and not included in the schedule of deferred tax assets and liabilities at December 31, 2018.
Federal net operating losses generated on or prior to December 31, 2017, expire in varying amounts between 2028 and 2037, while federal net operating losses generated after December 31, 2017, carryforward indefinitely. The state net operating losses expire in varying amounts between 2030 and 2037.
As of December 31, 2018, BioTime has research tax credit carryforwards for federal and state tax purposes of $2.5 million and $2.8 million, respectively. As noted above, as a result of the AgeX Deconsolidation, these tax credits reflect the amounts for BioTime and OrthoCyte as of December 31, 2018. For federal purposes, the credits generated each year have a carryforward period of 20 years. The federal tax credits expire in varying amounts between 2019 and 2038, while the state tax credits have no expiration period.
On March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $3.2 million in cash for its shares of Ascendance common stock. For financial reporting purposes, AgeX recognized a $3.2 million gain as a sale of its equity method investment in Ascendance. The sale was a taxable transaction to AgeX generating a taxable gain of approximately $2.2 million. BioTime has sufficient net operating losses to offset the entire gain resulting in no income taxes due.
The Juvenescence Transaction discussed in Note 3 was a taxable event for BioTime that resulted in a gross taxable gain of approximately $29.4 million, which BioTime expects to be fully offset with available net operating losses (“NOL”) and NOL carryforwards, resulting in no net income taxes due. Although the AgeX Deconsolidation on August 30, 2018 was not a taxable transaction to BioTime and did not result in a current tax payment obligation, the unrealized financial reporting gain (see Note 4) on the AgeX Deconsolidation generated a deferred tax liability in accordance with ASC 740, primarily representing BioTime’s difference between book and tax basis of AgeX common stock on the AgeX Deconsolidation date. BioTime expects this deferred tax liability to be fully offset by a corresponding release of BioTime’s valuation allowance on deferred tax assets, resulting in no income tax provision or benefit from the AgeX Deconsolidation. The deferred tax liabilities on BioTime’s investments in OncoCyte, Asterias and AgeX are considered to be sources of taxable income as prescribed by ASC 740-10-30-17 that will more likely than not result in the realization of its deferred tax assets to the extent of those deferred tax liabilities, thereby reducing the need for a valuation allowance.
The distribution of AgeX shares of common stock to BioTime shareholders (see Note 4) on November 28, 2018 was a taxable event for BioTime that resulted in a gross taxable gain of approximately $26.4 million, which BioTime expects to be fully offset with available net operating losses, resulting in no income taxes due.
Although the OncoCyte Deconsolidation on February 17, 2017 was not a taxable transaction to BioTime and did not result in a tax payment obligation, the $71.7 million unrealized gain on the OncoCyte Deconsolidation generated a deferred tax liability that was fully offset by BioTime’s net operating losses. Subsequent to the OncoCyte Deconsolidation, an unrealized loss of $2.9 million was recorded on the OncoCyte shares during the year ended December 31, 2017, which was fully offset by a corresponding increase in BioTime’s valuation allowance. An unrealized loss of $48.0 million was recorded on the OncoCyte shares during the year ended December 31, 2018, which was fully offset by a corresponding increase in BioTime’s valuation allowance.
Similarly, the Asterias Deconsolidation on May 13, 2016 was not a taxable transaction to BioTime and did not result in a tax payment obligation, the $49.0 million gain on the Asterias Deconsolidation generated a deferred tax liability that was fully offset by BioTime’s net operating losses. Subsequent to the Asterias Deconsolidation, an unrealized gain of $34.3 million was recorded on the Asterias shares during the year ended December 31, 2016, which was fully offset by available net operating losses and the corresponding release of BioTime’s valuation allowance on deferred tax assets. Unrealized losses of $35.4 million and $51.1 million were recorded on the Asterias shares during the years ended December 31, 2018 and 2017, respectively, which were fully offset by a corresponding increase in BioTime’s valuation allowance.
In connection with the deconsolidation of OncoCyte and Asterias (see Notes 5, 6 and 7), the market value of the respective shares BioTime holds creates a deferred tax liability to BioTime based on the closing price of the security, less the tax basis of the security BioTime has in such shares. The deferred tax liability generated by OncoCyte and Asterias shares that BioTime holds as of December 31, 2018, is a source of future taxable income to BioTime, as prescribed by ASC 740-10-30-17, that will more likely than not result in the realization of its deferred tax assets to the extent of those deferred tax liabilities. This deferred tax liability is determined based on the closing price of those securities as of December 31, 2018.
On June 6, 2017, BioTime and LifeMap Sciences entered into a Debt Conversion Agreement whereby BioTime acquired additional stock in LifeMap Sciences (see Note 12) and other assets, including intellectual property in exchange for intercompany indebtedness of approximately $8.7 million owed to BioTime. This transaction had no financial reporting impact, except for transactions between noncontrolling interests of LifeMap Sciences discussed in Note 12. BioTime and LifeMap Sciences recorded the tax effect of the transactions in equity instead of the tax provision in accordance with ASC 740-20-45-11(g), which requires that the tax effects of all changes in tax bases of assets and liabilities caused by transactions among or with shareholders be included in equity. In connection with the June 2017 transactions, LifeMap Sciences utilized approximately $3.3 million in net operating loss carryforwards with a corresponding release of the valuation allowance recorded through equity in accordance with ASC 740-20-45-11(g).
For income tax purposes, the purchase by BioTime of LifeMap Sciences’ intellectual property and other assets resulted in a taxable gain to LifeMap Sciences of $3.7 million for the year ended December 31, 2017. Although LifeMap Sciences had sufficient current year operating losses and regular net operating loss carryforwards to offset the entire gain, it incurred a federal alternative minimum tax payable of $22,000 as of December 31, 2017. As previously noted under the 2017 Tax Act, corporations are no longer subject to the AMT, effective for taxable years beginning after December 31, 2017. To the extent a company has an AMT credit from a prior year, the company can carry the credit forward to offset regular tax. To the extent the company does not have a federal tax liability, a portion of the AMT credit is refundable each year starting in 2018, with any remaining balance fully refundable in 2021. As LifeMap Sciences will ultimately receive a full refund of the current AMT payable, fully offsetting the current provision, there is no tax provision or benefit recorded for the year ended December 31, 2017.
For the year ended December 31, 2018, because BioTime experienced a loss from continuing operations and generated other comprehensive income attributable to foreign currency translation adjustments, BioTime allocated income tax expense against the component of foreign currency translation adjustment in 2018 using a 21% tax rate. Income tax benefit related to continuing operations for the year ended December 31, 2018 includes a tax benefit of $0.3 million due to the required intraperiod tax allocation (see Note 2). Conversely, other comprehensive income attributable to foreign currency translation adjustments for the year ended December 31, 2018 is net of an income tax expense of $0.3 million.
Other Income Tax Matters
Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation. California has similar rules. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the NOL and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods.
BioTime files a U.S. federal income tax return as well as various state and foreign income tax returns. In general, BioTime is no longer subject to tax examination by major taxing authorities for years before 2014. Although the statute is closed for purposes of assessing additional income and tax in these years, the taxing authorities may still make adjustments to the NOL and credit carryforwards used in open years. Therefore, the statute should be considered open as it relates to the NOL and credit carryforwards used in open years.
BioTime may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. BioTime’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
BioTime’s practice is to recognize interest and penalties related to income tax matters in tax expense. As of December 31, 2018 and 2017, BioTime has no accrued interest and penalties. |
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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Commitments and Contingencies |
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Commitments and Contingencies |
15. Commitments and Contingencies
Alameda Lease
In December 2015, BioTime entered into a lease for approximately 30,795 square feet of rentable space in two buildings located in an office park in Alameda, California (the “Alameda Lease”). The term of the Alameda Lease is seven years and BioTime has an option to renew the term for an additional five years. The term of the Alameda Lease commenced effective February 1, 2016 and expires on January 31, 2023, unless the renewal option is exercised.
Base rent under the Alameda Lease beginning on February 1, 2019 is $70,521 per month and will increase by approximately 3% annually on every February 1 thereafter during the lease term. The lease payments allocated to the lease liability for leasehold improvements reimbursed by the landlord are amortized as debt service on that liability using the effective interest method over the lease term.
In addition to base rent, BioTime will pay a pro rata portion of increases in certain expenses, including real property taxes, utilities (to the extent not separately metered to the leased space) and the landlord’s operating expenses, over the amounts of those expenses incurred by the landlord. As security for the performance of its obligations under the Alameda Lease, BioTime provided the landlord with a security deposit of approximately $424,000, which was reduced to $78,000 on January 24, 2019 in accordance with the terms of the lease. The security deposit amount is considered restricted cash (see Note 2).
New York Leased Office Space
BioTime currently pays $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to BioTime for use in conducting meetings and other business affairs, on a month-by-month basis, by one of its directors at an amount that approximates his cost.
Cell Cure Leases
Cell Cure has leased 728.5 square meters (approximately 7,842 square feet) of office and laboratory space in Jerusalem, Israel under a lease that expires December 31, 2020, with two additional options to extend the lease for 5 years each. Base monthly rent is NIS 37,882 (approximately US $11,000 per month using the December 31, 2018 exchange rate).
On January 28, 2018, Cell Cure entered into another lease agreement for an additional 934 square meters (approximately 10,054 square feet) of office space in the same facility in Jerusalem, Israel under a lease that expires on December 31, 2025, with two additional options to extend the lease for 5 years each (the “January 2018 Lease”). The January 2018 Lease commenced on April 1, 2018 and included a leasehold improvement construction allowance of up to NIS 4,000,000 (approximately up to $1.1 million using the December 31, 2018 exchange rate) from the landlord.
Cell Cure is considered the owner of the tenant improvements under construction under ASC 840-40-55 as Cell Cure, among other things, has the primary obligation to pay for construction costs and Cell Cure will retain exclusive use of the leased facilities for its office, research and cGMP manufacturing facility requirements after construction is completed. In accordance with this guidance, amounts expended by Cell Cure for construction is reported as construction in progress, and the proceeds received from the landlord, if any, are reported as a lease liability. As of December 31, 2018, approximately $0.8 million in reimbursable amounts due to Cell Cure but not yet paid by the landlord are recorded as a landlord receivable with a corresponding increase to the lease liability since Cell Cure has contractually earned the right to receive that payment. Upon the property being placed in service, Cell Cure will depreciate the property (see Note 8) and the lease payments attributable to the lease liability will be accounted for as debt service payments using the effective interest method over a ten year amortization period beginning on October 1, 2018.
As of December 31, 2018, approximately $1.1 million under the January 2018 Lease was incurred and recorded as leasehold improvement construction in progress (see Note 8), with a corresponding amount included in long term lease liability representing the full amount utilized from the landlord’s leasehold improvement construction allowance. Amounts incurred above the construction allowance are paid by Cell Cure. The leasehold improvements were substantially completed in December 2018 and the assets placed in service in January 2019. Combined base rent and construction allowance payments for the January 2018 Lease are NIS 93,827 per month (approximately $26,000 per month) beginning on October 1, 2018.
In December 2018, Cell Cure made a $388,000 deposit required under the January 2018 Lease, which amount is included in deposits and other long-term assets on the consolidated balance sheet as of December 31, 2018, to be held as restricted cash during the term of the January 2018 Lease.
In addition to base rents, Cell Cure pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located.
Annual Rent Expense and Future Minimum Lease Payments
Rent expense totaled $1.2 million and $1.1 million for the years ended December 31, 2018 and 2017, respectively, included in the consolidated statements of operations.
Future minimum annual lease payments under the various operating leases, including the Alameda Lease and the landlord lease liability, Cell Cure leases noted above, and capital leases, for the years ending after December 31, 2018 are as follows (in thousands):
Litigation – General
BioTime will be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When BioTime is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, BioTime will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, BioTime discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material (see Note 19).
Employment Contracts
BioTime has entered into employment agreements with certain executive officers. Under the provisions of the agreements, BioTime may be required to incur severance obligations for matters relating to changes in control, as defined in the agreements, and involuntary terminations.
Indemnification
In the normal course of business, BioTime may provide indemnifications of varying scope under BioTime’s agreements with other companies or consultants, typically BioTime’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, BioTime will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of BioTime’s products and services. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to BioTime products and services. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments BioTime could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, BioTime has not been subject to any claims or demands for indemnification. BioTime also maintains various liability insurance policies that limit BioTime’s financial exposure. As a result, BioTime believes the fair value of these indemnification agreements is minimal. Accordingly, BioTime has not recorded any liabilities for these agreements as of December 31, 2018 and 2017.
Second Amended and Restated License Agreement
On June 15, 2017, Cell Cure entered into a Second Amended and Restated License Agreement (the “License Agreement”) with Hadasit Medical Research Services and Development Ltd. (“Hadasit”), the commercial arm and a wholly-owned subsidiary of Hadassah Medical Organization. Pursuant to the License Agreement, Hadasit granted Cell Cure an exclusive, worldwide, royalty bearing license (with the right to grant sublicenses) in its intellectual property portfolio of materials and technology related to human stem cell derived photoreceptor cells and retinal pigment epithelial cells (the “Licensed IP”), to use, commercialize and exploit any part thereof, in any manner whatsoever in the fields of the development and exploitation of (i) human stem cell derived photoreceptor cells, solely for use in cell therapy for the diagnosis, amelioration, prevention and treatment of eye disorders, and (ii) human stem cell derived retinal pigment epithelial cells, solely for use in cell therapy for the diagnosis, amelioration, prevention and treatment of eye disorders.
As consideration for the Licensed IP, Cell Cure will pay a small one-time lump sum payment, a royalty in the mid-single digits of net sales from sales of Licensed IP by any invoicing entity, and a royalty of 21.5% of sublicensing receipts. In addition, Cell Cure will pay Hadasit an annual minimal non-refundable royalty, which will become due and payable the first January 1 following the completion of services to Cell Cure by a research laboratory.
Cell Cure will pay Hadasit non-refundable milestone payments upon the recruitment of the first patient for the first Phase IIB clinical trial, upon the enrollment of the first patient in the first Phase III clinical trials, upon delivery of the report for the first Phase III clinical trials, upon the receipt of an NDA or marketing approval in the European Union, whichever is the first to occur, and upon the first commercial sale in the United States or European Union, whichever is the first to occur. Such milestones, in the aggregate, may be up to $3.5 million. As of December 31, 2018, Cell Cure had not accrued any milestone payments under the License Agreement.
The License Agreement terminates upon the expiration of Cell Cure’s obligation to pay royalties for all licensed products, unless earlier terminated. In addition to customary termination rights of both parties, Hadasit may terminate the License Agreement if Cell Cure fails to continue the clinical development of the Licensed IP or fails to take actions to commercialize or sell the Licensed IP over any consecutive 12 month period. The License Agreement also contains mutual confidentiality obligations of Cell Cure and Hadasit, and indemnification obligations of Cell Cure.
Royalty obligations and license fees
BioTime and its subsidiaries or affiliates are parties to certain licensing agreements with research institutions, universities and other parties for the rights to use those licenses and other intellectual property in conducting research and development activities. These licensing agreements provide for the payment of royalties by BioTime or the applicable party to the agreement on future product sales, if any. In addition, in order to maintain these licenses and other rights during the product development, BioTime or the applicable party to the contract must comply with various conditions including the payment of patent related costs and annual minimum maintenance fees. Annual minimum maintenance fees are approximately $135,000 to $150,000 per year. The research and development risk for these products is significant. License fees and related expenses under these agreements were $133,000 and $221,000 for the years ended December 31, 2018 and 2017, respectively.
Grants
Under the terms of the grant agreement between Cell Cure and Israel Innovation Authority (“IIA”) (formerly the Office of the Chief Scientist of Israel) of the Ministry of Economy and Industry, for the development of OpRegen®, Cell Cure will be required to pay royalties on future product sales, if any, up to the amounts received from the IIA, plus interest indexed to LIBOR. Cell Cure’s research and product development activities under the grant are subject to substantial risks and uncertainties and performed on a best efforts basis. As a result, Cell Cure is not required to make any payments under the grant agreement unless it successfully commercializes OpRegen®. Accordingly, pursuant to ASC 730-20, the Cell Cure grant is considered a contract to perform research and development services for others and grant revenue is recognized as the related research and development expenses are incurred (see Note 2).
Israeli law pertaining to such government grants contain various conditions, including substantial penalties and restrictions on the transfer of intellectual property, or the manufacture, or both, of products developed under the grant outside of Israel, as defined by the IIA. |
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Segment Information |
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Segment Reporting [Abstract] | |
Segment Information |
16. Segment Information
BioTime’s executive management team, as a group, represents the entity’s chief operating decision makers. BioTime’s executive management team views BioTime’s operations as one segment that includes, the research and development of therapeutic products for retinal, orthopedics, oncology, and neurological diseases and disorders, blood and vascular system diseases and disorders, blood plasma volume expansion, diagnostic products for the early detection of cancer, and hydrogel products that may be used in surgery, and products for pluripotent cell technologies. As a result, the financial information disclosed materially represents all of the financial information related to BioTime’s sole operating segment. |
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- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Enterprise-Wide Disclosures |
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Enterprise-wide Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Enterprise-Wide Disclosures |
17. Enterprise-Wide Disclosures
Geographic Area Information
The following table presents consolidated revenues, including license fees, royalties, grant income, and other revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands).
The composition of BioTime’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2018 and 2017, is set forth below (in thousands):
Major Sources of Revenues
The following table presents BioTime’s consolidated revenues disaggregated by source (in thousands).
The following table shows BioTime’s major sources of revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2018, 2017, and 2016:
Between January 1, 2018 through August 29, 2018, LifeMap Sciences received $0.7 million and recognized $0.5 million (net of $0.2 million in royalty and commission fees included in cost of sales) in net subscription and advertisement revenues from LifeMap Sciences’ online database business primarily related to its GeneCards® database. During 2017, LifeMap Sciences received $1.4 million and recognized $1.2 million (net of $168,000 in royalty and commission fees included in cost of sales) in net subscription and advertisement revenues from LifeMap Sciences’ online database business primarily related to its GeneCards® database. |
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- Definition The entire disclosure for sources of revenue by geographic region and major customers. No definition available.
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Selected Quarterly Financial Information (Unaudited) |
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Selected Quarterly Financial Information (Unaudited) |
18. Selected Quarterly Financial Information (UNAUDITED, in thousands, except per share data)
BioTime has derived this data from the unaudited consolidated interim financial statements that, in BioTime’ s opinion, have been prepared on substantially the same basis as the audited consolidated financial statements contained herein and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited consolidated quarterly results should be read in conjunction with the consolidated financial statements and notes thereto included herein. The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period.
Quarterly and year-to-date computations of net income (loss) per share amounts are calculated using the respective period weighted average shares outstanding. Therefore, the sum of the per share amounts for the quarters may not agree with the per share amounts for the year. |
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- References No definition available.
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- Definition The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events |
19. Subsequent Events
Research and Option Agreement
On January 5, 2019, BioTime and Orbit Biomedical Limited (“Orbit”) entered into a Research and Option Agreement (the “Orbit Agreement”) for an exclusive partnership to assess Orbit’s vitrectomy-free subretinal injection device as a means of delivering OpRegen in the ongoing Phase I/IIa study. The term of the Orbit Agreement is for one year unless certain research activities and related data specified in the Orbit Agreement is obtained sooner. The access fees payable by BioTime to Orbit for its technology and the injection device are $2.5 million in the aggregate, of which $1.25 million was paid in January 2019 upon execution of the Orbit Agreement and the remaining $1.25 million payment is due on the earlier of (i) six months from the Orbit Agreement date or, (ii) upon completion of certain collaborative research activities using the Orbit technology for the OpRegen clinical trial, as specified in the Orbit Agreement. In addition to the access fees, BioTime will pay Orbit for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Orbit for performing services under the Orbit Agreement. BioTime will have exclusive rights to the Orbit technology and its injection device for the treatment of dry-AMD during the term of the Orbit Agreement and may extend the term for an additional three months by paying Orbit a cash fee of $500,000.
Option Grants
In January and February 2019, BioTime granted stock options to purchase 1.7 million common shares with exercise prices ranging from $1.08 per share to $1.14 per share to its employees, including to its new Chief Financial Officer hired in January 2019, under the 2012 Plan. These grants are subject to the customary vesting terms and conditions in accordance with the 2012 Plan.
Payment of Receivable from OncoCyte
On February 15, 2019, OncoCyte paid the $2.1 million in shared services due to BioTime (see Note 11) as of December 31, 2018.
Asterias Merger
On November 7, 2018, BioTime, Asterias and Patrick Merger Sub, Inc., a wholly owned subsidiary of BioTime (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby BioTime will acquire all of the outstanding common stock of Asterias in a stock-for-stock transaction of 0.71 shares of BioTime common shares for every share of Asterias common stock (the “Asterias Merger”).
On February 19, 2019, a putative shareholder class action lawsuit was filed (captioned Lampe v. Asterias Biotherapeutics, Inc. et al., Case No. RG19007391) in the Superior Court of the State of California, County of Alameda challenging the Asterias Merger. The complaint names BioTime, Asterias, Patrick Merger Sub, Inc., the Asterias board of directors, one member of BioTime’s board of directors, and certain stockholders of both BioTime and Asterias. The action was brought by a purported stockholder of Asterias, on behalf of a putative class of Asterias stockholders, and asserts breach of fiduciary duty and aiding and abetting claims under Delaware law. The complaint alleges, among other things, that the process leading up to the Asterias Merger was conflicted and inadequate, and that the proxy statement filed by Asterias with the Securities and Exchange Commission omits certain material information, which allegedly renders the information disclosed materially misleading. The complaint seeks, among other things, to enjoin the Asterias Merger, or in the event the Asterias Merger is consummated, to recover monetary damages.
BioTime believes that the allegations lack merit and intends to vigorously defend all claims asserted. It is impossible at this time to assess whether the outcome of this proceeding will have a material adverse effect on BioTime’s consolidated results of operations, cash flows or financial position. Therefore, in accordance with ASC 450, Contingencies, BioTime has not recorded any accrual for a contingent liability associated with this legal proceeding based on its belief that a liability, while possible, is not probable nor estimable, and any range of potential contingent liability amounts cannot be reasonably estimated at this time. BioTime records legal expenses as incurred.
On March 7, 2019, the shareholders of each of BioTime and Asterias approved the Merger Agreement. As discussed in Note 7, prior to the consummation of the Merger Agreement, BioTime owned approximately 39% of Asterias’ issued and outstanding common stock and accounts for Asterias as an equity method investment.
On March 8, 2019, the Asterias merger closed and the Merger Sub merged with and into Asterias with Asterias surviving the Asterias Merger as a wholly-owned subsidiary of BioTime. Pursuant to the terms of the Merger Agreement, at the closing of the merger on March 8, 2019, Asterias became a wholly owned subsidiary of BioTime and the previous stockholders of Asterias (other than BioTime) received 0.71 shares of BioTime common share for every share of Asterias common stock (the “Merger Consideration”). In the Merger Consideration, BioTime issued 24,729,516 number of shares of common stock, which included 91,703 shares issued for all Asterias restricted stock units that immediately vested in connection with the Asterias Merger, for aggregate Merger Consideration of $32.4 million. BioTime also assumed 1,997,342 of Asterias warrants and the Asterias option pool which includes 5,189,520 shares.
The Asterias Merger will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805 (“ASC 805”), Business Combinations, which requires, among other things, that the assets and liabilities assumed be recognized at their fair values as of the acquisition date. The acquisition related disclosures required by ASC 805 cannot be made as the initial accounting for the Asterias Merger is incomplete. Key financial data such as the determination of the fair value of the assets acquired and liabilities assumed is not yet available. |
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Summary of Significant Accounting Policies (Policies) |
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Going Concern Assessment |
Going concern assessment – BioTime assesses going concern uncertainty for its consolidated financial statements to determine if BioTime has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the consolidated financial statements are issued or are available to be issued, which is referred to as the “look-forward period” as defined by FASB’s ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to BioTime, BioTime will consider various scenarios, forecasts, projections, and estimates, and BioTime will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, BioTime makes certain assumptions concerning its ability to curtail or delay research and development programs and expenditures within the look-forward period in accordance with ASU No. 2014-15. |
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Cash and Cash Equivalents |
Cash and cash equivalents – BioTime considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2018 and 2017, BioTime had $20.4 million and $32.1 million in money market funds, respectively, considered to be cash equivalents. |
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Restricted Cash |
Restricted cash – BioTime has a certificate of deposit in the amount of $812,000 as required under the Alameda Lease and the Cell Cure Lease discussed in Note 15, as BioTime is restricted from using the cash for working capital purposes. Of this amount, $346,000 is included in prepaids and other current assets and $466,000 is included in deposits and other long-term assets as of December 31, 2018. On January 24, 2019, the landlord for the Alameda Lease reduced the security deposit to $78,000 pursuant to the Alameda Lease agreement and released the $346,000 to BioTime for general working capital purposes. |
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Trade Accounts and Grants Receivable, Net |
Trade accounts and grants receivable, net – Net trade receivables amounted to $51,000 and $139,000 and grants receivable amounted to $716,000 and $641,000 as of December 31, 2018 and 2017, respectively. Net trade receivables include allowance for doubtful accounts of approximately $100,000 and $422,000 as of December 31, 2018 and 2017, respectively, for those amounts deemed uncollectible by BioTime. BioTime establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables on a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. |
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Financing Receivable from Juvenescence |
Financing receivable from Juvenescence – BioTime accounts for the Promissory Note from Juvenescence as a financing receivable under ASC 310-10, Receivables, since it both represents a contractual right to receive cash on a fixed date at maturity and is recognized as an asset on BioTime’s consolidated balance sheet. Under ASC 310-10, the Promissory Note was issued at fair value on the Juvenescence Transaction date and subsequently carried at amortized cost with accrued interest, subject to impairment testing under ASC 310. Interest is accrued monthly under the provisions of the Promissory Note and all accrued interest, along with the principal of the Promissory Note, is payable at maturity two years after the closing of the Juvenescence Transaction, unless converted prior to that date (see Note 3). BioTime establishes an allowance for doubtful accounts based on the evaluation of the collectability of the Promissory Note and accrued interest on a variety of factors, as applicable, including significant events that may impair Juvenescence’s ability to pay, such as a bankruptcy filing or deterioration in Juvenescence’s operating results or financial position, the length of time receivable is past due and historical experience. |
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Concentrations of Credit Risk |
Concentrations of credit risk – Financial instruments that potentially subject BioTime to significant concentrations of credit risk consist primarily of cash and cash equivalents. BioTime limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, BioTime has not experienced any losses on such accounts. |
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Fair Value Measurements |
Fair Value Measurements – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures:
In determining fair value, BioTime utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, BioTime has no financial assets or liabilities recorded at fair value on a recurring basis, except for cash and cash equivalents consisting of money market funds, shares BioTime holds in Asterias and OncoCyte, and the marketable equity securities in AgeX and Hadasit Bio-Holdings Ltd. (“HBL”), which are carried at fair value based on the applicable period-end quoted market prices as a Level 1 input. BioTime also has certain liability classified warrants issued by Cell Cure which are carried at fair value based on Level 3 inputs (see Note 12).
The fair value of BioTime’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets. The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. |
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Equity Method Investments at Fair Value |
Equity method investments at fair value – BioTime uses the equity method of accounting when it has the ability to exercise significant influence, but not control, as determined in accordance with GAAP, over the operating and financial policies of a company. For equity method investments which BioTime has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statements of operations in other income and expenses, net.
As further discussed in Notes 6 and 7, BioTime has elected to account for its OncoCyte and Asterias shares at fair value using the equity method of accounting because beginning on February 17, 2017 and May 13, 2016, the respective dates on which BioTime deconsolidated OncoCyte and Asterias, BioTime has not had control of OncoCyte and Asterias, as defined by GAAP, but continues to exercise significant influence over those companies. Under the fair value method, BioTime’s value in shares of common stock it holds in OncoCyte and Asterias is marked to market at each balance sheet date using the closing prices of OncoCyte and Asterias common stock on the NYSE American multiplied by the number of shares of OncoCyte and Asterias held by BioTime, with changes in the fair value of the OncoCyte and Asterias shares included in other income and expenses, net, in the consolidated statements of operations. The OncoCyte and Asterias shares are considered level 1 assets as defined by ASC 820, Fair Value Measurements and Disclosures.
On August 30, 2018, BioTime consummated the sale of AgeX Shares to Juvenescence (see Note 3). Prior to the Juvenescence Transaction, Juvenescence owned 5.6% of AgeX’s issued and outstanding common stock. Upon completion of the Juvenescence Transaction, BioTime’s ownership in AgeX decreased from 80.4% to 40.2% of AgeX’s issued and outstanding shares of common stock, and Juvenescence’s ownership in AgeX increased from 5.6% to 45.8% of AgeX’s issued and outstanding shares of common stock. Accordingly, beginning on August 30, 2018, BioTime deconsolidated the financial statements and results of AgeX (see Note 4).
On November 28, 2018, BioTime completed the AgeX Distribution whereby following the AgeX Distribution, BioTime retained 1.7 million shares of AgeX common stock as a marketable equity security discussed below, which represents approximately 4.8% of AgeX’s issued and outstanding shares of common stock (see Note 4).
Beginning on August 30, 2018 through November 28, 2018, the completion of the AgeX Distribution, BioTime held 40.2% of AgeX’s issued and outstanding shares of common stock and therefore accounted for the AgeX shares in a manner similar to the accounting for Asterias and OncoCyte shares held discussed above, using the equity method of accounting at fair value. For the period from August 30, 2018, through November 28, 2018, BioTime recorded an unrealized loss of $4.2 million due to the decrease in the AgeX stock price from August 30, 2018 to the AgeX Distribution date of November 28, 2018. |
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Marketable Equity Securities |
Marketable equity securities – BioTime accounts for the shares it holds in foreign equity securities in HBL and the AgeX shares of common stock it holds beginning on November 28, 2018, as marketable equity in accordance with ASC 320-10-25, Investments – Debt and Equity Securities, as amended by Accounting Standards Update (“ASU”) 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, further discussed below.
The HBL shares have a readily determinable fair value quoted on the Tel Aviv Stock Exchange (“TASE”) (under trading symbol “HDST”) where share prices are denominated in New Israeli Shekels (NIS). The AgeX shares have a readily determinable fair value quoted on the NYSE American under trading symbol “AGE”. Accordingly, the marketable equity securities are considered level 1 assets as defined by ASC 820. These securities are held principally to meet future working capital needs. These securities are measured at fair value and reported as current assets on the consolidated balance sheets based on the closing trading price of the security as of the date being presented.
Beginning on January 1, 2018, with the adoption of ASU 2016-01 discussed below, the HBL securities are now called “marketable equity securities” and unrealized holding gains and losses on these securities, including changes in foreign currency exchange rates, are reported in the consolidated statements of operations in other income and expenses, net. Prior to January 1, 2018 and the adoption of ASU 2016-01, the HBL securities were called “available-for-sale securities” and unrealized holding gains and losses, including changes in foreign currency exchange rates, were reported in other comprehensive income or loss, net of tax, and were a component of the accumulated other comprehensive income or loss on the consolidated balance sheet. Realized gains and losses, and declines in value judged to be other-than-temporary related to marketable equity securities, are included in other income and expenses, net, in the consolidated statements of operations.
On January 1, 2018, in accordance with the adoption of ASU 2016-01, BioTime recorded a cumulative-effect adjustment for the HBL available-for-sale-securities to reclassify the unrealized gain of $328,000 included in consolidated accumulated other comprehensive income to the consolidated accumulated deficit balance.
For the year ended December 31, 2018, BioTime recorded an unrealized gain of $677,000, included in other income and expenses, net, due to the increase in fair market value of the HBL marketable equity securities from January 1, 2018 to December 31, 2018. For the year ended December 31, 2018, BioTime recorded an unrealized gain of $481,000, included in other income and expenses, net, due to the increase in fair market value of the AgeX marketable equity securities from November 28, 2018 to December 31, 2018. |
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Property and Equipment, Net and Construction in Progress |
Property and equipment, net and construction in progress – Property and equipment is stated at cost and is being depreciated using the straight-line method over their estimated useful lives ranging from 3 to 10 years. Leasehold improvements are amortized over the shorter of the useful life or the lease term. Construction in progress is not depreciated until the underlying asset is placed into service (see Note 15). |
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Long-lived Intangible Assets |
Long-lived intangible assets – Long-lived intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful lives of the assets, generally over 10 years. |
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Impairment of Long-lived Assets |
Impairment of long-lived assets – Long-lived assets, including long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, BioTime evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. |
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Accounting for Warrants |
Accounting for warrants – BioTime determines the accounting classification of warrants that it or its subsidiaries issue, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480-10, BioTime assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, BioTime assesses whether the warrants are indexed to its common stock or its subsidiary’s common stock, as applicable, and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, BioTime concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the consolidated statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized subsequent to the issuance date. In 2017, Cell Cure issued certain liability classified warrants (see Note 12). |
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Transactions with Noncontrolling Interests of Subsidiaries |
Transactions with noncontrolling interests of subsidiaries – BioTime accounts for a change in ownership interests in its subsidiaries that does not result in a change of control of the subsidiary by BioTime under the provisions of ASC 810-10-45-23, Consolidation – Other Presentation Matters, which prescribes the accounting for changes in ownership interest that do not result in a change in control of the subsidiary, as defined by GAAP, before and after the transaction. Under this guidance, changes in a controlling shareholder’s ownership interest that do not result in a change of control, as defined by GAAP, in the subsidiary are accounted for as equity transactions. Thus, if the controlling shareholder retains control, no gain or loss is recognized in the statements of operations of the controlling shareholder. Similarly, the controlling shareholder will not record any additional acquisition adjustments to reflect its subsequent purchases of additional shares in the subsidiary if there is no change of control. Only a proportional and immediate transfer of carrying value between the controlling and the noncontrolling shareholders occurs based on the respective ownership percentages. |
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Research and Development |
Research and development – Research and development expenses consist of costs incurred for company-sponsored, collaborative and contracted research and development activities. These costs include direct and research-related overhead expenses including compensation and related benefits, stock-based compensation, consulting fees, research and laboratory fees, rent of research facilities, amortization of intangible assets, and license fees paid to third parties to acquire patents or licenses to use patents and other technology. Research and development are expensed as incurred. Research and development expenses incurred and reimbursed by grants from third parties approximate the grant income recognized in the consolidated statements of operations. |
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General and Administrative |
General and administrative – General and administrative expenses consist of compensation and related benefits, including stock-based compensation, for executive and corporate personnel; professional and consulting fees; and allocated overhead such as facilities and equipment rent and maintenance, insurance costs allocated to general and administrative expenses, costs of patent applications, prosecution and maintenance, stock exchange-related costs, depreciation expense, marketing costs, and other miscellaneous expenses which are allocated to general and administrative expense. |
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Foreign Currency Translation Adjustments and Other Comprehensive Income or Loss |
Foreign currency translation adjustments and other comprehensive income or loss – In countries in which BioTime operates where the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date. Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the period. Resulting foreign currency translation adjustments are recorded as other comprehensive income or loss, net of tax, in the consolidated statements of comprehensive income or loss and included as a component of accumulated other comprehensive income or loss on the consolidated balance sheets. Foreign currency translation adjustments are primarily attributable to Cell Cure and ESI, BioTime’s consolidated foreign subsidiaries. For the years ended December 31, 2018 and 2017, comprehensive income includes foreign currency translation adjustments, net of tax, of $1.3 million and $0.7 million, respectively. |
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Foreign Currency Transaction Gains and Losses |
Foreign currency transaction gains and losses – For transactions denominated in other than the functional currency of BioTime or its subsidiaries, BioTime recognizes transaction gains and losses in the consolidated statements of operations and classifies the gain or loss based on the nature of the item that generated it. The majority of BioTime’s foreign currency transaction gains and losses are generated by Cell Cure’s intercompany debt due to BioTime (see Notes 11 and 12), which are U.S. dollar-denominated, while Cell Cure’s functional currency is the Israeli New Shekel (“NIS”). At each balance sheet date, BioTime remeasures the intercompany debt using the current exchange rate at that date pursuant to ASC 830, Foreign Currency Matters. These foreign currency remeasurement gains and losses are included in other income and expenses, net. |
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Income Taxes |
Income taxes – BioTime accounts for income taxes in accordance with ASC 740, Income Taxes, which prescribe the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. BioTime files a U.S. federal income tax return as well as various state and foreign income tax returns. BioTime’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If BioTime assumptions, and consequently the estimates, change in the future with respect to BioTime’s own deferred tax assets and liabilities, the valuation allowance may be increased or decreased, which may have a material impact on BioTime’s consolidated financial statements. BioTime recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense, however, no amounts were accrued for the payment of interest and penalties as of December 31, 2018 and 2017.
On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Changes to taxes on corporations impacted by the 2017 Tax Act include, among others, lowering the U.S. federal tax rates to a 21% flat tax rate, elimination of the corporate alternative minimum tax (“AMT”), imposing additional limitations on the deductibility of interest and net operating losses, allowing any net operating loss (“NOLs”) generated in tax years ending after December 31, 2017 to be carried forward indefinitely and generally repealing carrybacks, reducing the maximum deduction for NOL carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer’s taxable income, and allowing for the expensing of certain capital expenditures. The 2017 Tax Act also puts into effect a number of changes impacting operations outside of the United States including, but not limited to, the imposition of a one-time tax “deemed repatriation” on accumulated offshore earnings not previously subject to U.S. tax, and shifts the U.S taxation of multinational corporations from a worldwide system of taxation to a territorial system. ASC 740 requires the effects of changes in tax rates and laws on deferred tax balances (including the effects of the one-time transition tax) to be recognized in the period in which the legislation is enacted (see Note 14).
For 2017, LifeMap Sciences included a deemed repatriation of $227,000 in accumulated foreign earnings not previously subject to U.S. tax in federal income from LifeMap Sciences Ltd. The federal taxable income was offset by the LifeMap Sciences’ net operating loss carryforwards resulting in no federal income tax due.
Beginning in 2018, the 2017 Tax Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (GILTI) earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50% of GILTI, however this deduction is limited by the Company’s pre-GILTI U.S. income. For 2018, BioTime incurred a net loss from foreign activity, accordingly there was no GILTI inclusion in U.S. income. Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. BioTime has elected to account for GILTI as a current period expense when incurred.
On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance for companies that are not able to complete their accounting for the income tax effects of the 2017 Tax Act in the period of enactment. SAB 118 allows BioTime to record provisional amounts during a measurement period not to extend beyond one year of the enactment date (see Note 14). BioTime applied the guidance in SAB 118 when accounting for the enactment-date effects of the 2017 Tax Act during the years ended December 31, 2018 and 2017. As of December 31, 2018, BioTime completed its accounting for all the enactment-date income tax effects of the 2017 Tax Act.
Income tax benefit or expense for each year is allocated to continuing operations, other comprehensive income and the cumulative effects of accounting changes, if any, recorded directly to shareholders’ equity. ASC 740-20-45 Income Taxes, Intraperiod Tax Allocation, Other Presentation Matters includes an exception to the general principle of intraperiod tax allocations. The codification source states that the tax effect of pretax income or loss from continuing operations generally should be determined by a computation that considers only the tax effects of items that are included in continuing operations. The exception to that incremental approach is that all items, including items of other comprehensive income, be considered in determining the amount of tax benefit that results from a loss from continuing operations, and that benefit should be allocated to continuing operations. That is, when a company has a current period loss from continuing operations, management must consider income recorded in other categories in determining the tax benefit that is allocated to continuing operations. This includes situations in which a company has recorded a full valuation allowance at the beginning and end of the period, and the overall tax provision for the year is zero. The intraperiod tax allocation is performed once the overall tax provision has been computed and allocates that provision to continuing operations and other comprehensive income and balance sheet captions. While the intraperiod tax allocation does not change the overall tax provision, it results in a gross-up of the individual components. Additionally, different tax jurisdictions must be considered separately. For the year ended December 31, 2018, BioTime’s other comprehensive income is comprised entirely of foreign currency translation adjustments primarily attributable to its majority-owned and consolidated Israeli subsidiary, Cell Cure. For the year ended December 31, 2017, BioTime’s other comprehensive income or loss items were comprised of foreign currency translation adjustments and available-for-sale securities (see discussion under section Marketable equity securities for adoption of ASU 2016-01 on January 1, 2018) (see Note 14). |
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Stock-based Compensation |
Stock-based compensation – BioTime follows accounting standards governing share-based payments in accordance with ASC 718, Compensation – Stock Compensation, which require the measurement and recognition of compensation expense for all share-based payment awards made to directors and employees, including employee stock options, based on estimated fair values. Upon adoption of ASU 2016-09 on January 1, 2017, forfeitures are accounted for as they occur instead of based on the number of awards that were expected to vest prior to adoption of ASU 2016-09. Based on the nature and timing of grants, straight line expense attribution of stock-based compensation for the entire award and the relatively low forfeiture rates on BioTime’s experience, the impact of adoption of ASU 2016-09 pertaining to forfeitures was not material to the consolidated financial statements. BioTime utilizes the Black-Scholes option pricing model for valuing share-based payment awards. BioTime’s determination of fair value of share-based payment awards on the date of grant using that option-pricing model is affected by BioTime’s stock price as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, BioTime’s expected stock price volatility over the term of the awards; the expected term of options granted, derived from historical data on employee exercises and post-vesting employment termination behavior; and a risk-free interest rate based on the U.S. Treasury rates in effect during the corresponding period of grant.
Certain of BioTime’s privately-held formerly consolidated subsidiaries have their own share-based compensation plans. For share-based compensation awards granted by those privately-held consolidated subsidiaries under their respective equity plans, BioTime determines the expected stock price volatility using historical prices of comparable public company common stock for a period equal to the expected term of the options. The expected term of privately-held subsidiary options is based upon the “simplified method” provided under Staff Accounting Bulletin, Topic 14, or SAB Topic 14. The fair value of the shares of common stock underlying the stock options of the privately-held formerly consolidated subsidiaries is determined by the Board of Directors of those subsidiaries, as applicable, which is also used to determine the exercise prices of the stock options at the time of grant.
Although the fair value of employee stock options is determined in accordance with FASB guidance, changes in the assumptions can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. |
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Basic and Diluted Net Loss Per Share Attributable to Common Shareholders |
Basic and diluted net loss per share attributable to common shareholders – Basic earnings per share is calculated by dividing net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by BioTime, if any, during the period. Diluted earnings per share is calculated by dividing the net income or loss attributable to BioTime common shareholders by the weighted average number of common shares outstanding, adjusted for the effects of potentially dilutive common shares issuable under outstanding stock options and warrants, using the treasury-stock method, convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any.
For the years ended December 31, 2018 and 2017, because BioTime reported a net loss attributable to common stockholders, all potentially dilutive common stock is antidilutive.
The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands):
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Recently Adopted Accounting Pronouncements |
Recently adopted accounting pronouncements
Adoption of ASU 2016-18, Statement of Cash Flows (Topic 230) – On January 1, 2018, BioTime adopted Financial Accounting Standards Board (“FASB”) ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and restricted cash, and that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. The adoption of ASU 2016-18 did not have a material effect on BioTime’s consolidated financial statements. However, prior period restricted cash balances included in prepaid expenses and other current assets, and in deposits and other long-term assets, on the consolidated balance sheets was added to the beginning-of-period and end-of-period total consolidated cash and cash equivalents in the consolidated statements of cash flows to conform to the current presentation shown below.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands):
Adoption of ASU 2014-09, Revenues from Contracts with Customers (Topic 606) – In May 2014, the FASB issued ASU 2014-09 (“Topic 606”) Revenue from Contracts with Customers which supersedes the revenue recognition requirements in Topic 605 Revenue Recognition (“Topic 605”). Topic 606 describes principles an entity must apply to measure and recognize revenue and the related cash flows, using the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Topic 606 core principle is that it requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.
BioTime adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning on January 1, 2018 and thereafter are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with BioTime’s historical revenue recognition accounting under Topic 605.
On January 1, 2018, the adoption and application of Topic 606 resulted in an immaterial cumulative effect adjustment to BioTime’s beginning consolidated accumulated deficit balance. In the applicable paragraphs below, BioTime has summarized its revenue recognition policies for its various revenue sources in accordance with Topic 606. |
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Revenue Recognition by Source and Geography |
Revenue Recognition by Source and Geography – Revenues are recognized when control of the promised goods or services is transferred to customers, or in the case of governmental entities funding a grant, when allowable expenses are incurred, in an amount that reflects the consideration BioTime or a subsidiary, depending on which company has the customer or the grant, expects to be entitled to in exchange for those goods or services. See further discussion under Grant Revenues below.
The following table presents BioTime’s consolidated revenues disaggregated by source (in thousands).
The following table presents consolidated revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). See further discussion under Grant Revenues below.
Research and development contracts with customers – In its agreements with customers, BioTime’s performance obligations of research and development are completed as services are performed and control passes to the customer, and accordingly revenues are recognized over time. BioTime generally receives a fee at the inception of an agreement, with variable fees, if any, tied to certain milestones, if achieved. BioTime estimates this variable consideration using a single most likely amount. Based on historical experience, there has been no variable consideration related to milestones included in the transaction price due to the significant uncertainty of achieving contract milestones and milestones not being met. If a milestone is met, subsequent changes in the single most likely amount may produce a different variable consideration, and BioTime will allocate any subsequent changes in the transaction price on the same basis as at contract inception. Amounts allocated to a satisfied performance obligation will be recognized as revenue in the period in which the transaction price changes with respect to variable consideration, which could result in a reduction of revenue. Contracts of this kind are typically for a term greater than one year. For each of the years ended December 31, 2018 and 2017, BioTime recognized $308,000 for such services included in the consolidated royalties from product sales and license fees. There were no deferred revenues related to unsatisfied performance obligations in the consolidated balance sheet as of December 31, 2018. As of December 31, 2018, BioTime had not met any milestones that would require adjustment of the transaction price.
Royalties from product sales and license fees – BioTime’s performance obligations in agreements with certain customers is to provide a license to allow customers to make, import and sell company licensed products or methods for pre-clinical studies and commercial use. Customers pay a combination of a license issue fee paid up front and a sales-based royalty, if any, in some cases with yearly minimums. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by BioTime is a functional license with significant standalone functionality and provides customers with the right to use BioTime’s intellectual property. This allows BioTime to recognize revenue on the license issue fee at a point in time at the beginning of the contract, which is when the customer begins to have use of the license. Variable consideration related to sales-based royalties is recognized only when (or as) the later of the following events occurs: (a) a sale or usage occurs, or (b) the performance obligation to which some, or all, of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Due to the contract termination clauses, BioTime does not expect to receive all of the minimum royalty payments throughout the term of the agreements. Therefore, BioTime fully constrains recognition of the minimum royalty payments as revenues until its customers are obligated to pay, which is generally within 60 days prior to beginning of each year the minimum royalty payments are due. For the years ended December 31, 2018 and 2017, royalty revenues were immaterial.
Sale of research products and services – Revenues from the sale of research products and services shown in the table above are primarily derived from the sale of hydrogels and stem cell products for research use and are recognized when earned. These revenues are recognized at a point-in-time when control of the product transfers to the customer, which is typically upon shipment to the customer from the Alameda facility. Cost of sales from the sale of research products include direct and indirect overhead expenses incurred to purchase and manufacture those products, including lab supplies, personnel costs, freight, and royalties paid, if any, in accordance with the terms of applicable licensing agreements for those products.
Revenues from the sale of hydrogels and stem cell products, including the cost of sales related to those products, were immaterial for all periods presented.
Subscription and advertisement revenues – LifeMap Sciences, a direct majority-owned subsidiary of AgeX, sells subscription-based products, including research databases and software tools, for biomedical, gene, disease, and stem cell research. LifeMap Sciences sells these subscriptions primarily through the internet to biotech and pharmaceutical companies worldwide. LifeMap Sciences’ principal subscription product is the GeneCards® Suite, which includes the GeneCards® human gene database, and the MalaCards™ human disease database.
LifeMap Sciences’ performance obligations for subscriptions include a license of intellectual property related to its genetic information packages and premium genetic information tools. These licenses are deemed functional licenses that provide customers with a “right to access” to LifeMap Sciences’ intellectual property during the subscription period and, accordingly, revenue is recognized over a period of time, which is generally the subscription period. Payments are typically received at the beginning of a subscription period and revenue is recognized according to the type of subscription sold.
For subscription contracts in which the subscription term commences before a payment is due, LifeMap Sciences records an accounts receivable as the subscription is earned over time and bills the customer according to the contract terms. LifeMap Sciences continuously monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts. LifeMap Sciences has not historically provided significant discounts, credits, concessions, or other incentives from the stated price in the contract as the prices are offered on a fixed fee basis for the type of subscription package being purchased. LifeMap Sciences may issue refunds only if the packages cease to be available for reasons beyond its control. In such an event, the customer will get a refund on a pro-rata basis. Using the most likely amount method for estimating refunds under Topic 606, including historical experience, LifeMap Sciences determined that the single most likely amount of variable consideration for refunds is immaterial as LifeMap Sciences does not expect to pay any refunds. Both the customer and LifeMap Sciences expect the subscription packages to be available during the entire subscription period, and LifeMap Sciences has not experienced any significant issues with the availability of the product and has not issued any material refunds.
LifeMap Sciences performance obligations for advertising are overall advertising services and represent a series of distinct services. Contracts are typically less than a year in duration and the fees charged may include a combination of fixed and variable fees with the variable fees tied to click throughs to the customer’s products on their website. LifeMap Sciences allocates the variable consideration to each month the click through services occur and allocates the annual fee to the performance obligation period of the initial term of the contract because those amounts correspond to the value provided to the customer each month. For click-through advertising services, at the time the variable compensation is known and determinable, the service has been rendered. Revenue is recognized at that time. The annual fee is recognized over the initial subscription period because this is a service and the customer simultaneously receives and consumes the benefit of LifeMap Sciences’ performance.
LifeMap Sciences deferred subscription revenues primarily represent subscriptions for which cash payment has been received for the subscription term, but the subscription term has not been completed as of the balance sheet date reported. No revenues from subscription and advertisement products have been recorded since August 29, 2018 because of the AgeX Deconsolidation. The LifeMap Sciences revenues shown for the year ended December 31, 2018 are for revenues earned through August 29, 2018, the date immediately preceding the AgeX Deconsolidation. As a result of the AgeX Deconsolidation, BioTime does not expect to earn subscription and advertising revenues in subsequent accounting periods.
For the years ended December 31, 2018 and 2017, LifeMap Sciences recognized $0.7 million and $1.4 million, respectively, in subscription and advertisement revenues. As of December 31, 2018, there were no deferred revenues related to LifeMap Sciences included in the consolidated balance sheets due to the AgeX Deconsolidation on August 30, 2018.
LifeMap Sciences has licensed from a third party the databases it commercializes and has a contractual obligation to pay royalties to the licensor on subscriptions sold. These costs are included in cost of sales on the condensed consolidated statements of operations when the cash is received, and the royalty obligation is incurred as the royalty payments do not qualify for capitalization of costs to fulfill a contract under ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers.
Grant revenues – In applying the provisions of Topic 606, BioTime has determined that government grants are out of the scope of Topic 606 because the government entities do not meet the definition of a “customer”, as defined by Topic 606, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. BioTime has, and will continue to, account for grants received to perform research and development services in accordance with ASC 730-20, Research and Development Arrangements, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development services for others. If BioTime or a subsidiary receiving the grant is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then BioTime is required to estimate and recognize that liability. Alternatively, if BioTime or a subsidiary receiving the grant is not required to repay, or if it is required to repay the grant funds only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development services for others, in which case, grant revenue is recognized when the related research and development expenses are incurred (see Note 15).
Deferred grant revenues represent grant funds received from the governmental funding agencies for which the allowable expenses have not yet been incurred as of the balance sheet date reported. As of December 31, 2018, deferred grant revenue was immaterial.
Arrangements with multiple performance obligations – BioTime’s contracts with customers may include multiple performance obligations. For such arrangements, BioTime allocates revenue to each performance obligation based on its relative standalone selling price. BioTime generally determines or estimates standalone selling prices based on the prices charged, or that would be charged, to customers for that product or service. As of, and for the year ended, December 31, 2018, BioTime did not have significant arrangements with multiple performance obligations.
Adoption of ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities – Changes to the current GAAP model under ASU 2016-01 primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, ASU 2016-01 clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged. The more significant amendments are to equity investments in unconsolidated entities. In accordance with ASU No. 2016-01, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. As further discussed above under the marketable equity securities policy, BioTime adopted ASU 2016-01 on January 1, 2018. |
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Recently Issued Accounting Pronouncements |
Recently Issued Accounting Pronouncements – The following accounting standards, which are not yet effective, are presently being evaluated by BioTime to determine the impact that they might have on its consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for non-employee share-based payment transactions. The new standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 (including interim periods within that fiscal year), with early adoption permitted. As BioTime does not have a significant number of nonemployee share-based awards, BioTime does not believe that the application of the new standard will have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The update is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-10 and ASU 2018-11. ASU 2018-10 provides certain areas for improvement in ASU 2016-02 and ASU 2018-11 provides an additional optional transition method by allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. BioTime is completing its assessment of the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. BioTime expects that most of its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon the adoption of ASU 2016-02, which is expected to increase the total consolidated assets and total consolidated liabilities that it reports. BioTime will adopt the new standard on January 1, 2019 and plans to use the optional transition method allowed by ASU 2018-11. |
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- Definition Disclosure of accounting policy for accounting for warrants. No definition available.
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- Definition Financing receivable from Juvenescence policy text block. No definition available.
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- Definition Foreign currency transactions and translations policy text block. No definition available.
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- Definition Disclosure of accounting policy for going concern. No definition available.
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- Definition Recently Issued Accounting Pronouncements Not Yet Adopted [Policy Text Block] No definition available.
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- Definition Disclosure of accounting policy for restricted cash. No definition available.
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- References No definition available.
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- Definition Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for credit risk. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for subsidiaries or other investments that are consolidated, including the accounting treatment for intercompany accounts or transactions and any noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for equity method of accounting for investments and other interests. Investment includes, but is not limited to, unconsolidated subsidiary, corporate joint venture, noncontrolling interest in real estate venture, limited partnership, and limited liability company. Information includes, but is not limited to, ownership percentage, reason equity method is or is not considered appropriate, and accounting policy election for distribution received. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities. No definition available.
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- Definition Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for intangible assets. This accounting policy may address both intangible assets subject to amortization and those that are not. The following also may be disclosed: (1) a description of intangible assets (2) the estimated useful lives of those assets (3) the amortization method used (4) how the entity assesses and measures impairment of such assets (5) how future cash flows are estimated (6) how the fair values of such asset are determined. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for investment classified as marketable security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
|
X | ||||||||||
- Definition Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of accounting policy for trade and other accounts receivables. This disclosure may include the basis at which such receivables are carried in the entity's statements of financial position (for example, net realizable value), how the entity determines the level of its allowance for doubtful accounts, when impairments, charge-offs or recoveries are recognized, and the entity's income recognition policies for such receivables, including its treatment of related fees and costs, its treatment of premiums, discounts or unearned income, when accrual of interest is discontinued, how the entity records payments received on nonaccrual receivables and its policy for resuming accrual of interest on such receivables. If the enterprise holds a large number of similar loans, disclosure may include the accounting policy for the anticipation of prepayments and significant assumptions underlying prepayment estimates for amortization of premiums, discounts, and nonrefundable fees and costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Organization, Basis of Presentation and Liquidity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||
Schedule of Biotime's Ownership of Outstanding Shares of Its Subsidiaries |
The following table reflects BioTime’s ownership, directly or through one or more subsidiaries, of the outstanding shares of its operating subsidiaries as of December 31, 2018.
|
X | ||||||||||
- Definition The tabular disclosure of the effects of any changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent if the ownership interests in a subsidiary changes during the period. The changes represented by this element did not result in the deconsolidation of the subsidiary. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share |
The following common share equivalents were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have been antidilutive (in thousands):
|
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Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash |
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows for all periods presented herein and effected by the adoption of ASU 2016-18 (in thousands):
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Schedule of Disaggregated Revenues |
The following table presents BioTime’s consolidated revenues disaggregated by source (in thousands).
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Schedule of Disaggregated by Geographical Revenue |
The following table presents consolidated revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands). See further discussion under Grant Revenues below.
|
X | ||||||||||
- Definition Schedule of Disaggregate by Geographical Revenue [Table Text Block] No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Tabular disclosure of cash and cash equivalents restricted as to withdrawal or usage. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Equity Method of Accounting for Common Stock of Oncocyte, at Fair Value (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OncoCyte Corporation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Condensed Results of Operations and Balance sheet Information |
The condensed results of operations and condensed balance sheet information of OncoCyte are summarized below (in thousands):
The following table summarizes OncoCyte results of operations for the full years ended December 31, 2018 and 2017 (in thousands).
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X | ||||||||||
- Definition Tabular disclosure of equity method investments including, but not limited to, name of each investee or group of investments, percentage ownership, difference between recorded amount of an investment and the value of the underlying equity in the net assets, and summarized financial information. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Details
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Equity Method of Accounting for Common Stock of Asterias, at Fair Value (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asterias Biotherapeutics [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Condensed Results of Operations and Balance sheet Information |
The following table summarizes Asterias results of operations for the full years ended December 31, 2018 and 2017 (in thousands).
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X | ||||||||||
- Definition Tabular disclosure of equity method investments including, but not limited to, name of each investee or group of investments, percentage ownership, difference between recorded amount of an investment and the value of the underlying equity in the net assets, and summarized financial information. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Details
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Property and Equipment, Net (Tables) |
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment, Net |
At December 31, 2018 and 2017, property and equipment, net and construction in progress were comprised of the following (in thousands):
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X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Intangible Assets, Net (Tables) |
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Intangible Assets |
At December 31, 2018 and 2017, intangible assets, primarily consisting of acquired patents and accumulated amortization were as follows (in thousands):
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Schedule of Intangible Assets Future Amortization Expense |
Amortization of intangible assets for periods subsequent to December 31, 2018 is as follows (in thousands):
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X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Accounts Payable and Accrued Liabilities (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities |
At December 31, 2018 and 2017, accounts payable and accrued liabilities consist of the following (in thousands):
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- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses. No definition available.
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Related Party Transactions (Tables) |
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions |
In the aggregate, BioTime charged Use Fees to OncoCyte and AgeX as follows (in thousands):
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates. No definition available.
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Shareholders' Equity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Activity Related to Warrants |
BioTime has issued equity-classified warrants to purchase its common shares. Activity related to warrants in 2018 and 2017 is presented in the table below (in thousands, except price per share):
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- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Stock-Based Awards (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Based Compensation Expense |
The following table summarizes consolidated stock-based compensation expense, including equity awards by privately-held consolidated subsidiaries, related to stock options and other equity awards for the years ended December 31, 2018 and 2017, which was allocated as follows (in thousands):
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Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options |
using the Black-Scholes option pricing model with the following weighted-average assumptions:
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Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity |
A summary of the 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands except weighted average exercise price):
The disclosures below regarding share-based awards that were granted on or before November 28, 2018 are before the applicable adjustments made to such awards to maintain intrinsic value before and after the AgeX Distribution, as discussed above.
(1)On October 13, 2017, BioTime’s Board of Directors determined to temporarily set a 5.0 million total share limit on shares available for the grant of share-based awards pursuant to the 2012 Plan. As of December 31, 2017, the total 2.5 million shares available for grant was net of this 5.0 million share restriction. On May 4, 2018, BioTime’s Board of Directors removed this restriction, thereby increasing shares available for the grant of share-based awards pursuant to the 2012 Plan.
(2) On July 9, 2018, BioTime’s Board of Directors terminated the Cell Cure Equity Incentive Plan (the “Cell Cure Plan”), under which Cell Cure employees and certain consultants (“Cell Cure Option Holders”) held outstanding options to purchase shares of common stock in Cell Cure, and BioTime granted the Cell Cure Option Holders BioTime options of equivalent value under the 2012 Plan in exchange for their Cell Cure options (the “BioTime Exchange”). The BioTime Exchange resulted in 866,000 grants of BioTime stock options under the 2012 Plan, all issued with an exercise price of $2.16 per share to the Cell Cure Option Holders, based on BioTime’s closing stock price on July 9, 2018. Of the total options granted under the BioTime Exchange, 275,000 are subject to continued service-based vesting from the original terms under the Cell Cure Plan, and 591,000 were immediately vested on the exchange date to reflect the fact that the Cell Cure Options Holders held prior to the exchange were already vested. Equivalent value of the BioTime Exchange was determined using the Black-Scholes option pricing model. The BioTime Exchange was accounted for as a modification under ASC 718, and BioTime recorded a noncash stock-based compensation expense of $298,000 for the year ended December 31, 2018 included in consolidated stock-based compensation expense.
(3)On May 24, 2018 and August 10, 2018, BioTime granted 485,000 and 8,000 RSUs, respectively, to employees. The RSUs vest in increments upon the attainment of specified performance conditions, as determined by BioTime’s Board of Directors, including the completion of the AgeX Distribution and certain clinical milestones in the development of OpRegen® and Renevia®. Stock-based compensation expense for these performance-based RSUs is recognized when it is probable that the respective milestone will be achieved, as determined by BioTime’s Board of Directors. On October 4, 2018, BioTime’s Board of Directors determined that BioTime had achieved the AgeX Distribution performance condition and as a result 25%, or 123,250, of the RSUs granted in May and August 2018 vested. On December 18, 2018, BioTime’s Board of Directors determined that BioTime had achieved other milestones related to the RSUs and as a result an additional 50%, or 246,500, of the RSUs granted in May and August 2018 vested. The remaining 25%, or 123,250 RSUs, expired unvested on December 31, 2018.
On September 17, 2018, BioTime granted BioTime’s new President and Chief Executive Officer, Brian M. Culley, two RSU awards under the 2012 Plan: (1) an award of 200,000 restricted stock units (“RSU Award No. 1”) and (2) an award of 100,000 restricted stock units (“RSU Award No. 2” and together with RSU Award No. 1, the “RSU Awards”). Subject to Mr. Culley’s continued service with BioTime, 25% of the shares subject to RSU Award No. 1 will vest on the first anniversary of the date of grant, and the balance of the shares subject to RSU Award No. 1 will vest in 12 equal quarterly installments at the end of each quarter thereafter. RSU Award No. 2 vested in full on January 1, 2019.
(4)On September 17, 2018 (the “Start Date”), Brian M. Culley became President and Chief Executive Officer of BioTime. In connection with Mr. Culley’s employment, BioTime granted Mr. Culley an inducement option to purchase 1,500,000 of BioTime’s common shares (the “Culley Option”). The exercise price of the Culley Option is $2.31 per share, which was the closing stock price on September 17, 2018. This grant was made outside of the 2012 Plan and was approved by the independent members of the Board of Directors. Subject to Mr. Culley’s continued service with BioTime on the applicable vesting date, the Culley Option will vest and become exercisable with respect to 25% of the shares on the first anniversary of the Start Date, and the balance of the Culley Option will vest and become exercisable in 36 equal monthly installments thereafter.
(5) Reflects the equitable adjustment to the exercise prices and number of outstanding stock options, and to restricted stock units, necessary to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution. |
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Schedule of Options Outstanding and Exercisable Range of Exercise Prices |
As of December 31, 2018, additional information regarding options outstanding under the 2012 Plan and options outstanding outside of the 2012 Plan, is as follows (in thousands except exercise prices and weighted average exercise price):
(1) After adjustment to the applicable exercise prices, number of outstanding and exercisable stock options necessary to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution. |
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- References No definition available.
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- Definition Tabular disclosure of the amount of total share-based compensation cost, including the amounts attributable to each share-based compensation plan and any related tax benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of employee stock purchase plan activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of option exercise prices, by grouped ranges, including the upper and lower limits of the price range, the number of shares under option, weighted average exercise price and remaining contractual option terms. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Components of Deferred Tax Assets and Liabilities |
The primary components of the deferred tax assets and liabilities at December 31, 2018 and 2017 were as follows (in thousands):
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Schedule of Income Tax Rate Reconciliation |
Income taxes differed from the amounts computed by applying the indicated current U.S. federal income tax rate to pretax losses from operations as a result of the following:
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- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Commitments and Contingencies (Tables) |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Operating and Capital Lease Payments |
Future minimum annual lease payments under the various operating leases, including the Alameda Lease and the landlord lease liability, Cell Cure leases noted above, and capital leases, for the years ending after December 31, 2018 are as follows (in thousands):
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- Definition Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating and capital leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date. No definition available.
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Enterprise-Wide Disclosures (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Enterprise-wide Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Geographic Area Information |
The following table presents consolidated revenues, including license fees, royalties, grant income, and other revenues, disaggregated by geography, based on the billing addresses of customers, or in the case of grant revenues based on where the governmental entities that fund the grant are located (in thousands).
The composition of BioTime’s long-lived assets, consisting of plant and equipment, net, between those in the United States and in foreign countries, as of December 31, 2018 and 2017, is set forth below (in thousands):
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Schedule of Revenues Disaggregated by Source |
The following table presents BioTime’s consolidated revenues disaggregated by source (in thousands).
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Schedule of Sources of Revenues |
The following table shows BioTime’s major sources of revenues, as a percentage of total revenues, that were recognized during the years ended December 31, 2018, 2017, and 2016:
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- Definition Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Selected Quarterly Financial Information (Unaudited) (Tables) |
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Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Selected Quarterly Financial Information |
The consolidated operating results in any quarter are not necessarily indicative of the consolidated results that may be expected for any future period.
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- References No definition available.
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- Definition Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Organization, Basis of Presentation and Liquidity (Details Narrative) $ / shares in Units, $ in Thousands |
1 Months Ended | 12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 28, 2018
shares
|
Aug. 30, 2018
$ / shares
shares
|
Aug. 17, 2017
USD ($)
|
Oct. 31, 2017
$ / shares
shares
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Jul. 31, 2017
shares
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Feb. 28, 2017
$ / shares
shares
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Dec. 31, 2018
USD ($)
Subsidiary
Program
|
Dec. 31, 2017
USD ($)
shares
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Nov. 29, 2018
$ / shares
|
Nov. 07, 2018 |
Jul. 10, 2017 |
Feb. 17, 2017 |
Dec. 31, 2016
USD ($)
|
|
Number of cell therapy programs | Program | 3 | ||||||||||||
Ownership interest | 20.00% | 99.80% | |||||||||||
Number of subsidiaries | Subsidiary | 2 | ||||||||||||
Accumulated deficit | $ (261,856) | $ (216,297) | |||||||||||
Working capital | 29,500 | ||||||||||||
Shareholders' equity | 92,246 | 164,263 | $ 130,508 | ||||||||||
Cash and cash equivalents and marketable securities | 30,700 | ||||||||||||
Receivable | 2,112 | 2,266 | |||||||||||
Common stock, value | $ 354,270 | $ 378,487 | |||||||||||
OncoCyte Corporation [Member] | |||||||||||||
Percentage of ownership after transaction | 36.10% | ||||||||||||
Common stock, value | $ 20,300 | ||||||||||||
OncoCyte Corporation [Member] | February 15, 2019 [Member] | |||||||||||||
Receivable | 2,100 | ||||||||||||
Common Stock [Member] | |||||||||||||
Sale of stock price per share | $ / shares | $ 2.60 | $ 2.70 | |||||||||||
Number of stock distributed | shares | 11,057,693 | 4,924,542 | 7,453,704 | 18,511,000 | |||||||||
Shareholders' equity | $ 354,270 | $ 378,487 | $ 317,878 | ||||||||||
Maximum [Member] | |||||||||||||
Ownership interest | 50.00% | ||||||||||||
Parent Company [Member] | |||||||||||||
Percentage of ownership before transaction | 80.40% | ||||||||||||
Percentage of ownership after transaction | 40.20% | ||||||||||||
Parent Company [Member] | Common Stock [Member] | |||||||||||||
Number of shares owned | shares | 1,700,000 | ||||||||||||
Percentage of outstanding common stock | 4.80% | 4.80% | |||||||||||
Parent Company [Member] | Prorata Basis [Member] | |||||||||||||
Common stock, ratio description | one share of AgeX common stock for every 10 BioTime common shares | ||||||||||||
Common stock, ratio | 0.1 | ||||||||||||
Parent Company [Member] | Prorata Basis [Member] | Common Stock [Member] | |||||||||||||
Sale of stock price per share | $ / shares | $ 2.71 | ||||||||||||
Number of stock distributed | shares | 12,700,000 | ||||||||||||
Merger [Member] | |||||||||||||
Ownership interest | 61.00% | ||||||||||||
Stock Purchase Agreement [Member] | Parent Company [Member] | |||||||||||||
Percentage of ownership before transaction | 80.40% | ||||||||||||
Percentage of ownership after transaction | 40.20% | ||||||||||||
Stock Purchase Agreement [Member] | Parent Company [Member] | Maximum [Member] | |||||||||||||
Ownership interest | 50.00% | ||||||||||||
AgeX Therapeutics, Inc. [Member] | |||||||||||||
Proceeds from sale of common shares of subsidiary | $ 10,000 | ||||||||||||
Juvenescence Limited [Member] | |||||||||||||
Number of share sold | shares | 14,400,000 | ||||||||||||
Ownership interest | 5.60% | ||||||||||||
Percentage of ownership before transaction | 5.60% | ||||||||||||
Percentage of ownership after transaction | 45.80% | ||||||||||||
Juvenescence Limited [Member] | Stock Purchase Agreement [Member] | |||||||||||||
Number of share sold | shares | 14,400,000 | ||||||||||||
Sale of stock price per share | $ / shares | $ 3.00 | ||||||||||||
Ownership interest | 5.60% | ||||||||||||
Percentage of ownership before transaction | 5.60% | ||||||||||||
Percentage of ownership after transaction | 45.80% |
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- Definition custom:CommonStockConversionRatio No definition available.
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- Definition Number of cell therapy programs. No definition available.
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- Definition Refers to the number of companies owned wholly or in part by the entity and accounted for under the equity method of investment. No definition available.
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- Definition Number of shares owned. No definition available.
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- Definition Percentage of outstanding common stock. No definition available.
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- Definition Working capital. No definition available.
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- Definition Cash includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the customer may deposit additional funds at any time and effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid Investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Short-term investments, exclusive of cash equivalents, generally consist of marketable securities intended to be sold within one year (or the normal operating cycle if longer) and may include trading securities, available-for-sale securities, or held-to-maturity securities (if maturing within one year), as applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Description of basis for conversion of convertible common stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of receivables due from an entity that is affiliated with the reporting entity by means of direct or indirect ownership, due within 1 year (or 1 business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow from a noncontrolling interest. Includes, but is not limited to, purchase of additional shares or other increase in noncontrolling interest ownership. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
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- Definition Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction. No definition available.
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- Definition Percentage of subsidiary's or equity investee's stock owned by parent company before stock transaction. No definition available.
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- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
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- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Organization, Basis of Presentation and Liquidity - Schedule of Biotime's Ownership of Outstanding Shares of its Subsidiaries (Details) |
Dec. 31, 2018 |
|||
---|---|---|---|---|
Cell Cure Neurosciences, Ltd. [Member] | Israel | ||||
Noncontrolling Interest [Line Items] | ||||
BioTime Ownership | 99.00% | [1] | ||
ES Cell International Pte, Ltd. [Member] | Singapore | ||||
Noncontrolling Interest [Line Items] | ||||
BioTime Ownership | 100.00% | |||
OrthoCyte Corporation [Member] | United States [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
BioTime Ownership | 99.80% | |||
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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- Definition The parent entity's interest in net assets of the subsidiary, expressed as a percentage. No definition available.
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Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 28, 2018 |
Aug. 30, 2018 |
Jan. 02, 2018 |
Dec. 31, 2018 |
Nov. 28, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Jul. 10, 2017 |
Feb. 17, 2017 |
||||
Money market funds, cash equivalent | $ 20,400 | $ 32,100 | $ 20,400 | $ 32,100 | |||||||||||||||
Working capital | 29,500 | 29,500 | |||||||||||||||||
Net trade receivable | 51 | 139 | 51 | 139 | |||||||||||||||
Grants receivable | 716 | 641 | 716 | 641 | |||||||||||||||
Allowance for doubtful accounts | $ 100 | 422 | $ 100 | 422 | |||||||||||||||
Ownership interest | 20.00% | 20.00% | 99.80% | ||||||||||||||||
Unrealized gain on available-for-sale securities, net of taxes | 521 | ||||||||||||||||||
Intangible asset, useful life | 10 years | ||||||||||||||||||
Foreign currency translation adjustment, net of tax | $ 1,303 | 668 | |||||||||||||||||
Accrued payment for interest and penalities | |||||||||||||||||||
Federal tax rates | 21.00% | 34.00% | |||||||||||||||||
Repatriation of foreign earnings | $ 227 | ||||||||||||||||||
Revenues, net | 758 | $ 982 | $ 2,547 | $ 701 | $ 945 | $ 1,636 | $ 376 | $ 333 | $ 4,988 | 3,458 | [1] | ||||||||
Minimum [Member] | |||||||||||||||||||
Estimated useful life | 3 years | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Ownership interest | 50.00% | ||||||||||||||||||
Estimated useful life | 10 years | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Foreign currency translation adjustment, net of tax | |||||||||||||||||||
Parent Company [Member] | |||||||||||||||||||
Percentage of ownership before transaction | 80.40% | ||||||||||||||||||
Percentage of ownership after transaction | 40.20% | ||||||||||||||||||
Parent Company [Member] | Common Stock [Member] | |||||||||||||||||||
Number of shares owned | 1,700,000 | 1,700,000 | |||||||||||||||||
Percentage of outstanding common stock | 4.80% | 4.80% | |||||||||||||||||
Juvenescence Limited [Member] | |||||||||||||||||||
Ownership interest | 5.60% | ||||||||||||||||||
Percentage of ownership before transaction | 5.60% | ||||||||||||||||||
Percentage of ownership after transaction | 45.80% | ||||||||||||||||||
AgeX [Member] | |||||||||||||||||||
Percentage of outstanding common stock | 40.20% | ||||||||||||||||||
Unrealized loss on equity securities | $ 4,200 | ||||||||||||||||||
AgeX [Member] | Other Income and Expenses, Net [Member] | |||||||||||||||||||
Unrealized gain on available-for-sale securities, net of taxes | $ 481 | ||||||||||||||||||
Hadasit Bio-Holdings, Ltd [Member] | |||||||||||||||||||
Reclassification of adjustments on unrealized gain of available-for-sale-securities | $ 328 | ||||||||||||||||||
Hadasit Bio-Holdings, Ltd [Member] | Other Income and Expenses, Net [Member] | |||||||||||||||||||
Unrealized gain on available-for-sale securities, net of taxes | 677 | ||||||||||||||||||
Alameda Lease and Cell Cure Lease [Member] | |||||||||||||||||||
Certificate of deposit | 812 | 812 | |||||||||||||||||
Alameda Lease and Cell Cure Lease [Member] | Prepaids and Other Current Assets [Member] | |||||||||||||||||||
Certificate of deposit | 346 | 346 | |||||||||||||||||
Alameda Lease and Cell Cure Lease [Member] | Deposits and Other Long-term Assets [Member] | |||||||||||||||||||
Certificate of deposit | 466 | 466 | |||||||||||||||||
Alameda Lease [Member] | January 24, 2019 [Member] | |||||||||||||||||||
Decrease in security deposit | 78 | ||||||||||||||||||
Working capital | $ 346 | 346 | |||||||||||||||||
Research and Development Arrangement [Member] | |||||||||||||||||||
Revenues, net | 308 | 308 | |||||||||||||||||
Deferred revenues | |||||||||||||||||||
Revenue information related to transaction price | There were no deferred revenues related to unsatisfied performance obligations in the consolidated balance sheet as of December 31, 2018. As of December 31, 2018, BioTime had not met any milestones that would require adjustment of the transaction price. | ||||||||||||||||||
Subscription and Advertisement Revenues [Member] | Life Map Sciences [Member] | |||||||||||||||||||
Revenues, net | $ 700 | $ 1,400 | |||||||||||||||||
Deferred revenues | |||||||||||||||||||
|
X | ||||||||||
- Definition Number of shares owned. No definition available.
|
X | ||||||||||
- Definition Percentage of outstanding common stock. No definition available.
|
X | ||||||||||
- Definition Working capital. No definition available.
|
X | ||||||||||
- Definition Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of unrealized gain before deducting unrealized loss on investments in debt and equity securities classified as available-for-sale securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition A savings certificate entitling the Entity (that is, bearer) to receive interest at an established maturity date, based upon a fixed interest rate. A certificate of deposit may be issued in any denomination. Certificates of deposit are generally issued by commercial banks and, therefore, insured by the FDIC (up to the prescribed limit). Certificates of deposit generally restrict holders from withdrawing funds on demand without the incurrence of penalties. Generally, only certificates of deposit with original maturities of three months or less qualify as cash equivalents. Original maturity means original maturity to the entity holding the investment. As a related example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three-years ago does not become a cash equivalent when its remaining maturity is three months. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of unrealized loss on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition Carrying amount as of the balance sheet date of amounts due under the terms of governmental, corporate, or foundation grants. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of estimated penalties and interest accrued as of the balance sheet date arising from income tax examinations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to repatriation of foreign earnings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The increase (decrease) during the reporting period in security deposits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Investment in short-term money-market instruments (such as commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and so forth) which are highly liquid (that is, readily convertible to known amounts of cash) and so near their maturity that they present an insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify as cash equivalents by definition. Original maturity means an original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three-years ago does not become a cash equivalent when its remaining maturity is three months. No definition available.
|
X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after tax, before reclassification adjustments, of unrealized holding gain (loss) on available-for-sale securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
X | ||||||||||
- Definition Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Description of method, input, and assumption used to determine transaction price. Includes, but is not limited to, estimating variable consideration, adjusting consideration for effect of time value of money, and measuring noncash consideration. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction. No definition available.
|
X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company before stock transaction. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
|
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Stock Options and Restricted Stock Units [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,269,000 | 7,983,000 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 9,395,000 | |
Treasury Shares [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 81,000 |
X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 23,587 | $ 36,838 | $ 22,088 |
Restricted cash included in prepaid expenses and other current assets | 346 | ||
Restricted cash included in deposits and other long-term assets | 466 | 847 | 847 |
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows | $ 24,399 | $ 37,685 | $ 22,935 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of current assets that are pledged or subject to withdrawal restrictions, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of noncurrent assets that are pledged or subject to withdrawal restrictions, classified as other. No definition available.
|
Summary of Significant Accounting Policies - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
[1] | |||||
Revenues | $ 758 | $ 982 | $ 2,547 | $ 701 | $ 945 | $ 1,636 | $ 376 | $ 333 | $ 4,988 | $ 3,458 | |||||
Grant Revenue [Member] | |||||||||||||||
Revenues | 3,572 | 1,666 | |||||||||||||
Royalties From Product Sales and License Fees [Member] | |||||||||||||||
Revenues | 392 | 389 | |||||||||||||
Subscription and Advertisement Revenues [Member] | |||||||||||||||
Revenues | [2] | 691 | 1,395 | ||||||||||||
Sale of Research Products and Services [Member] | |||||||||||||||
Revenues | $ 333 | $ 8 | |||||||||||||
|
X | ||||||||||
- Definition Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Summary of Significant Accounting Policies - Schedule of Disaggregated by Geographical Revenue (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
[1] | |||||
Total revenues | $ 758 | $ 982 | $ 2,547 | $ 701 | $ 945 | $ 1,636 | $ 376 | $ 333 | $ 4,988 | $ 3,458 | |||||
United States [Member] | |||||||||||||||
Total revenues | 1,804 | 1,651 | |||||||||||||
Foreign [Member] | |||||||||||||||
Total revenues | [2] | $ 3,184 | $ 1,807 | ||||||||||||
|
X | ||||||||||
- Definition Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Sale of Significant Ownership Interest in AgeX to Juvenescence Limited (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Aug. 30, 2018 |
Dec. 31, 2018 |
Nov. 28, 2018 |
Oct. 31, 2017 |
Feb. 28, 2017 |
|
Common Stock [Member] | |||||
Sale of stock price per share | $ 2.60 | $ 2.70 | |||
Parent Company [Member] | Common Stock [Member] | |||||
Number of shares owned | 1,700,000 | ||||
Common stock shares issued and outstanding percentage | 4.80% | ||||
Juvenescence Limited [Member] | |||||
Number of share sold | 14,400,000 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | |||||
Number of share sold | 14,400,000 | ||||
Sale of stock price per share | $ 3.00 | ||||
Purchase price of shares | $ 43,200 | ||||
Indemnity cap | 4,300 | ||||
Proceeds from public offering | $ 50,000 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Series A Preferred Share [Member] | |||||
Debt conversion, price per share | $ 15.60 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Promissory Note [Member] | |||||
Purchase price amount paid | $ 21,600 | ||||
Debt instrument interest rate | 7.00% | ||||
Debt instrument term | 2 years | ||||
Debt instrument maturity date | Aug. 30, 2020 | ||||
Interest income debt | $ 500 | ||||
Promissory Note principal and accrued interest | $ 22,100 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | Closing of Transaction [Member] | |||||
Purchase price amount paid | $ 10,800 | ||||
Stock Purchase Agreement [Member] | Juvenescence Limited [Member] | November 2, 2018 [Member] | |||||
Purchase price amount paid | $ 10,800 | ||||
Shareholder Agreement [Member] | |||||
Shareholder agreement description | As provided in the Purchase Agreement, BioTime and Juvenescence entered into a Shareholder Agreement, dated August 30, 2018, setting forth the governance, approval and voting rights of the parties with respect to their holdings of AgeX common stock, including rights of representation on the AgeX Board of Directors, approval rights, preemptive rights, rights of first refusal and co-sale and drag-along and tag-along rights for so long as either BioTime or Juvenescence continue to own at least 15% of the outstanding shares of AgeX common stock. | ||||
Shareholder Agreement [Member] | Juvenescence Limited [Member] | |||||
Number of shares owned | 16,400,000 | ||||
Common stock shares issued and outstanding percentage | 45.80% |
X | ||||||||||
- Definition Common stock shares issued and outstanding percentage. No definition available.
|
X | ||||||||||
- Definition Indemnity cap. No definition available.
|
X | ||||||||||
- Definition Interest income debt. No definition available.
|
X | ||||||||||
- Definition Number of shares owned. No definition available.
|
X | ||||||||||
- Definition Shareholder agreement description. No definition available.
|
X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition The cash outflow to reacquire common stock during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of consideration received by subsidiary or equity investee in exchange for shares of stock issued or sold. Includes amount of cash received, fair value of noncash assets received, and fair value of liabilities assumed by the investor. No definition available.
|
X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
|
X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
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X | ||||||||||
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X | ||||||||||
- Details
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X | ||||||||||
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Deconsolidation and Distribution of AgeX (Details Narrative) $ / shares in Units, $ in Thousands |
1 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Nov. 28, 2018
USD ($)
shares
|
Aug. 30, 2018
shares
|
Oct. 31, 2017
$ / shares
shares
|
Jul. 31, 2017
shares
|
Feb. 28, 2017
$ / shares
shares
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
shares
|
Nov. 29, 2018
$ / shares
|
|
Common Stock [Member] | ||||||||
Common shares issued | 11,057,693 | 4,924,542 | 7,453,704 | 18,511,000 | ||||
Price per share | $ / shares | $ 2.60 | $ 2.70 | ||||||
AgeX Therapeutics, Inc. [Member] | ||||||||
Gain on deconsolidation | $ | $ 78,511 | |||||||
Gain on sale of shares | $ | $ 39,200 | |||||||
Parent Company [Member] | ||||||||
Percentage of ownership before transaction | 80.40% | |||||||
Percentage of ownership after transaction | 40.20% | |||||||
Parent Company [Member] | Common Stock [Member] | ||||||||
Number of shares owned | 1,700,000 | |||||||
Percentage of outstanding common stock | 4.80% | 4.80% | ||||||
Parent Company [Member] | Prorata Basis [Member] | ||||||||
Common stock, ratio description | one share of AgeX common stock for every 10 BioTime common shares | |||||||
Common stock, ratio | 0.1 | |||||||
Parent Company [Member] | Prorata Basis [Member] | Common Stock [Member] | ||||||||
Common shares issued | 12,700,000 | |||||||
Dividend-in-kind | $ | $ 34,400 | |||||||
Price per share | $ / shares | $ 2.71 | |||||||
Juvenescence Limited [Member] | ||||||||
Number of share sold | 14,400,000 | |||||||
Percentage of ownership before transaction | 5.60% | |||||||
Percentage of ownership after transaction | 45.80% |
X | ||||||||||
- Definition custom:CommonStockConversionRatio No definition available.
|
X | ||||||||||
- Definition Number of shares owned. No definition available.
|
X | ||||||||||
- Definition Percentage of outstanding common stock. No definition available.
|
X | ||||||||||
- Definition Description of basis for conversion of convertible common stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of paid and unpaid paid-in-kind dividends (PIK) declared for classes of stock, for example, but not limited to, common and preferred. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
|
X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction. No definition available.
|
X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company before stock transaction. No definition available.
|
X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
|
X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Deconsolidation of OncoCyte and Asterias (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Feb. 17, 2017 |
May 13, 2016 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Jul. 10, 2017 |
|
Issuance of common stock to certain investors upon exercise of warrants | 625,000 | |||||
Equity method ownership percentage | 20.00% | 99.80% | ||||
Common shares, outstanding | 127,136,000 | 126,866,000 | ||||
OncoCyte Corporation [Member] | ||||||
Gain on deconsolidation | $ 71,697 | |||||
Common shares, outstanding | 14,700 | |||||
Percentage of ownership interest outstanding after offering | 36.10% | |||||
Asterias Biotherapeutics [Member] | ||||||
Equity method ownership percentage | 39.10% | |||||
Gain on deconsolidation | $ 49,000 | |||||
Common shares, outstanding | 21,700,000 | |||||
Percentage of ownership interest outstanding after offering | 39.10% | |||||
Maximum [Member] | ||||||
Equity method ownership percentage | 50.00% | |||||
Maximum [Member] | Asterias Biotherapeutics [Member] | ||||||
Percentage of ownership interest outstanding after offering | 50.00% |
X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company after stock transaction. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Equity Method of Accounting for Common Stock of Oncocyte, at Fair Value (Details Narrative) - OncoCyte Corporation [Member] - USD ($) $ / shares in Units, $ in Thousands |
11 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Feb. 17, 2017 |
|
Common stock at fair value | 14,700,000 | |||
Fair value on investment | $ 68,200 | $ 20,300 | $ 68,200 | $ 71,200 |
Closing Price per share | $ 4.65 | $ 1.38 | $ 4.65 | |
Unrealized (gain) loss on equity method investment in at fair value | $ 2,900 | $ (47,985) | $ (2,935) | |
Share price | $ 4.65 | $ 4.65 | $ 4.85 |
X | ||||||||||
- Definition Refers to equity method investment gain (loss) fair value disclosure. No definition available.
|
X | ||||||||||
- Definition Fair value portion of investments accounted under the equity method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Balance held at close of period in number of shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
X | ||||||||||
- Details
|
Equity Method of Accounting for Common Stock of Oncocyte, at Fair Value - Schedule of Condensed Results of Operations and Balance sheet Information (Details) - OncoCyte Corporation [Member] - USD ($) $ in Thousands |
2 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Feb. 16, 2017 |
[1] | Dec. 31, 2018 |
Dec. 31, 2017 |
||||||
Research and development expense | $ 798 | $ 6,506 | $ 7,174 | ||||||
General and administrative expense | 377 | 6,153 | 9,232 | ||||||
Sales and marketing expense | 213 | 1,681 | 2,443 | ||||||
Loss from operations | (1,388) | (14,340) | (18,849) | ||||||
Net loss | $ (1,392) | (14,890) | (19,375) | ||||||
Current assets | [2] | 8,642 | 8,528 | ||||||
Noncurrent assets | [2] | 876 | 1,688 | ||||||
Total assets | [2] | 9,518 | 10,216 | ||||||
Current liabilities | [2] | 4,698 | 4,454 | ||||||
Noncurrent liabilities | [2] | 534 | 1,359 | ||||||
Stockholders' equity | [2] | 4,286 | 4,403 | ||||||
Total liabilities and stockholders' equity | [2] | $ 9,518 | $ 10,216 | ||||||
|
X | ||||||||||
- Definition Amount of general and administrative expense reported by an equity method investment of the entity. No definition available.
|
X | ||||||||||
- Definition Amount of research and development expense reported by an equity method investment of the entity. No definition available.
|
X | ||||||||||
- Definition Amount of sales and marketing expense reported by an equity method investment of the entity. No definition available.
|
X | ||||||||||
- Definition The amount of assets reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of current assets reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of current liabilities reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of equity, including noncontrolling interest, reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of income (loss) from continuing operations reported by an equity method investee. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of liabilities and equity reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of net income (loss) reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of noncurrent assets reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of noncurrent liabilities reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Equity Method of Accounting for Common Stock of Asterias, at Fair Value (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Nov. 07, 2018 |
Jul. 10, 2017 |
May 13, 2016 |
|
Equity method ownership percentage | 20.00% | 99.80% | |||
Asterias Biotherapeutics [Member] | |||||
Common stock, outstanding | 21,700,000 | ||||
Fair value on investment | $ 13,500 | $ 48,900 | |||
Closing price per share | $ 0.62 | $ 2.25 | |||
Unrealized (gain) loss on equity method investment in at fair value | $ (35,449) | $ (51,107) | |||
Share price | $ 0.71 | ||||
Equity method ownership percentage | 39.10% |
X | ||||||||||
- Definition Refers to equity method investment gain (loss) fair value disclosure. No definition available.
|
X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Fair value portion of investments accounted under the equity method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Balance held at close of period in number of shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
X | ||||||||||
- Details
|
Equity Method of Accounting for Common Stock of Asterias, at Fair Value - Schedule of Condensed Results of Operations and Balance Sheet Information (Details) - Asterias Biotherapeutics [Member] - USD ($) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
||||
Total revenue | $ 812 | $ 4,042 | |||
Gross profit | 588 | 3,877 | |||
Loss from operations | (21,605) | (33,251) | |||
Net loss | (21,820) | (28,372) | |||
Current assets | [1] | 8,793 | 22,716 | ||
Noncurrent assets | [1] | 13,481 | 20,376 | ||
Total assets | [1] | 22,274 | 43,092 | ||
Current liabilities | [1] | 2,982 | 3,521 | ||
Noncurrent liabilities | [1] | 2,241 | 6,028 | ||
Stockholders' equity | [1] | 17,051 | 33,543 | ||
Total liabilities and stockholders' equity | [1] | $ 22,274 | $ 43,092 | ||
|
X | ||||||||||
- Definition The amount of assets reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of current assets reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of current liabilities reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of equity, including noncontrolling interest, reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of gross profit (loss) reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of income (loss) from continuing operations reported by an equity method investee. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of liabilities and equity reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of net income (loss) reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of noncurrent assets reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of noncurrent liabilities reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of revenue from sale of goods and services reduced by sales returns, allowances, and discounts reported by an equity method investment of the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
||||
Property plant and equipment | $ 146 | $ 151 | |||
Depreciation and amortization expense | 1,081 | 947 | |||
Construction in progress | 1,268 | [1] | |||
Cell Cure Neurosciences, Ltd. [Member] | |||||
Construction in progress | $ 1,300 | ||||
|
X | ||||||||||
- Definition Amount before accumulated depreciation of leased physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Details
|
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||
---|---|---|---|---|---|
Property, Plant and Equipment [Line Items] | |||||
Accumulated depreciation and amortization | $ (3,185) | [1] | $ (3,156) | ||
Property and equipment, net | 5,835 | 5,533 | |||
Construction in progress | 1,268 | [1] | |||
Property, plant and equipment, net, including construction in progress | 5,835 | [1] | 5,533 | ||
Equipment, Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 3,842 | [1] | 4,255 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 3,910 | [1] | $ 4,434 | ||
|
X | ||||||||||
- Definition Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Period end amount of construction work in progress in public utility. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Intangible Assets, Net (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, useful life | 10 years | |
Amortization of intangible assets | $ 2,192 | $ 2,349 |
X | ||||||||||
- Definition The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- References No definition available.
|
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
[1] | Dec. 31, 2017 |
||
---|---|---|---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible assets | $ 19,020 | $ 23,294 | |||
Accumulated amortization | (15,895) | (16,394) | |||
Intangible assets, net | $ 3,125 | $ 6,900 | |||
|
X | ||||||||||
- Definition Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Intangible Assets, Net - Schedule of Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||
---|---|---|---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
2019 | $ 1,911 | ||||
2020 | 1,124 | ||||
2021 | 90 | ||||
Intangible assets, net | $ 3,125 | [1] | $ 6,900 | ||
|
X | ||||||||||
- Definition Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
[1] | Dec. 31, 2017 |
||
---|---|---|---|---|---|
Payables and Accruals [Abstract] | |||||
Accounts payable | $ 2,359 | $ 938 | |||
Accrued liabilities | 1,639 | 2,368 | |||
Accrued compensation | 2,456 | 2,275 | |||
Other current liabilities | 9 | 137 | |||
Total | $ 6,463 | $ 5,718 | |||
|
X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Related Party Transactions (Details Narrative) $ / shares in Units, $ in Thousands |
1 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jul. 10, 2017
USD ($)
$ / shares
shares
|
May 31, 2018
shares
|
Oct. 31, 2017
USD ($)
shares
|
Aug. 31, 2017
USD ($)
ft²
$ / shares
shares
|
Jul. 31, 2017
USD ($)
shares
|
Feb. 28, 2017
USD ($)
shares
|
Dec. 31, 2018
USD ($)
$ / shares
|
Dec. 31, 2017
USD ($)
shares
|
|
Common shares issued value | $ | $ 45,068 | |||||||
Intrinsic value of equity | $ | 3,100 | |||||||
Loss on debt extinguishment | $ | $ 2,799 | |||||||
Alfred D. Kingsley [Member] | ||||||||
Common stock shares converted | shares | 300,000 | |||||||
Common stock shares converted price per share | $ / shares | $ 2.81 | |||||||
Common Stock [Member] | ||||||||
Common shares issued | shares | 11,057,693 | 4,924,542 | 7,453,704 | 18,511,000 | ||||
Common shares issued value | $ | $ 26,700 | $ 15,200 | $ 18,500 | $ 45,068 | ||||
Price per share on NYSE mkt | $ / shares | $ 3.09 | |||||||
Hadasit Bio-Holdings, Ltd [Member] | ||||||||
Ownership percentage, non-controlling owners | 21.20% | 21.20% | ||||||
OncoCyte Corporation [Member] | ||||||||
Receivables from related party | $ | $ 2,100 | $ 2,100 | ||||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Debt [Member] | ||||||||
Convertible notes bear a stated interest rate | 3.00% | |||||||
Conversion price | $ / shares | $ 20.0 | |||||||
Accrued interest, payable period | 3 years | |||||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Debt [Member] | Minimum [Member] | ||||||||
Conversion price | $ / shares | $ 8 | |||||||
Estimated fair market value per share | $ / shares | $ 28.00 | |||||||
Effective annual interest rate | 11.00% | |||||||
Cell Cure Neurosciences, Ltd. [Member] | Convertible Debt [Member] | Maximum [Member] | ||||||||
Conversion price | $ / shares | $ 20 | |||||||
Estimated fair market value per share | $ / shares | $ 40.00 | |||||||
Effective annual interest rate | 23.00% | |||||||
AgeX Therapeutics, Inc. [Member] | Alfred D. Kingsley [Member] | ||||||||
Common shares issued | shares | 200,000 | |||||||
Price per share on NYSE mkt | $ / shares | $ 2.00 | |||||||
Additional common shares purchased | shares | 421,500 | |||||||
Additional common stock shares purchased price per share | $ / shares | $ 2.00 | |||||||
Rent per month | $ | $ 5,050 | |||||||
Area of office space square feet | ft² | 900 | |||||||
OncoCyte Corporation and AgeX Therapeutics Inc [Member] | ||||||||
Markup rate on allocated costs | 5.00% | |||||||
Term of payment | 30 days | |||||||
Interest rate charged on unpaid and overdue invoices | 15.00% | |||||||
Hadasit Bio-Holdings, Ltd [Member] | ||||||||
Common shares issued | shares | 1,220,207 | |||||||
Common shares issued value | $ | $ 3,800 | |||||||
Hadasit Bio-Holdings, Ltd [Member] | Cell Cure Neurosciences, Ltd. [Member] | ||||||||
Common shares issued | shares | 937 | 1,220,207 | ||||||
Common shares issued value | $ | $ 3,800 | |||||||
Hadasit Bio-Holdings, Ltd [Member] | Cell Cure Neurosciences, Ltd. [Member] | Convertible Debt [Member] | ||||||||
Common shares issued | shares | 2,776,662 | |||||||
Common shares issued value | $ | $ 8,600 |
X | ||||||||||
- Definition Number of additional shares purchased during the period. No definition available.
|
X | ||||||||||
- Definition Refers to the price per share of additional shares purchased during the period. No definition available.
|
X | ||||||||||
- Definition Refers to the per share value of number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. No definition available.
|
X | ||||||||||
- Definition Refers to the price per share of the estimated fair market value feature embedded in the debt instrument. No definition available.
|
X | ||||||||||
- Definition Represents the percentage of interest charged on invoices not paid when due. No definition available.
|
X | ||||||||||
- Definition The percentage markup of the fee for the services and usage of facilities, equipment, and supplies aforementioned which shall be paid by the entity under Shared Facilities Agreement. No definition available.
|
X | ||||||||||
- Definition Represents the maximum number of days upon the receipt of an invoice within which the invoice must be paid, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition Area of a real estate property. No definition available.
|
X | ||||||||||
- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity. No definition available.
|
X | ||||||||||
- Definition Cash payments to lessor's for use of assets under operating leases. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The increase (decrease) in stockholders' equity during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Total use fees | $ 2,168 | $ 1,642 |
Research and Development [Member] | ||
Total use fees | 1,378 | 1,085 |
General and Administrative [Member] | ||
Total use fees | $ 790 | $ 557 |
X | ||||||||||
- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 10, 2017 |
Aug. 31, 2018 |
Jun. 30, 2018 |
May 31, 2018 |
Oct. 31, 2017 |
Aug. 31, 2017 |
Jul. 31, 2017 |
Feb. 28, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Jun. 30, 2017 |
Apr. 30, 2017 |
Feb. 17, 2017 |
|
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | |||||||||||
Preferred shares, shares issued | |||||||||||||
Preferred shares, shares outstanding | |||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||
Common stock, no par value | |||||||||||||
Common stock, issued | 127,136,000 | 126,866,000 | |||||||||||
Common stock, outstanding | 127,136,000 | 126,866,000 | |||||||||||
Number of common stock issued value | $ 45,068 | ||||||||||||
Ownership percentage | 99.80% | 20.00% | |||||||||||
Noncash expense/gain | $ 5,402 | 3,932 | |||||||||||
General and Administrative [Member] | |||||||||||||
Noncash expense/gain | 4,617 | 3,000 | |||||||||||
Hadasit Bio-Holdings, Ltd [Member] | |||||||||||||
Common shares issued | 1,220,207 | ||||||||||||
Number of common stock issued value | $ 3,800 | ||||||||||||
Warrants exercisable term | 5 years | ||||||||||||
Teva Pharmaceutical Industries, Ltd [Member] | |||||||||||||
Common shares issued | 927,673 | ||||||||||||
Number of common stock issued value | $ 2,800 | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | |||||||||||||
Ownership percentage | 62.50% | ||||||||||||
Cell Cure Warrants [Member] | |||||||||||||
Noncash expense/gain | $ 400 | ||||||||||||
Cell Cure Warrants [Member] | Consultants [Member] | |||||||||||||
Warrants expiring period, description | expiring in October 2020 and January 2024 | ||||||||||||
Cell Cure Warrants [Member] | General and Administrative [Member] | |||||||||||||
Noncash expense/gain | 600 | ||||||||||||
Cell Cure Warrants [Member] | Other Long-term Liabilities [Member] | |||||||||||||
Noncash expense/gain | $ 400 | $ 800 | |||||||||||
LifeMap Sciences, Inc. [Member] | |||||||||||||
Ownership percentage | 100.00% | ||||||||||||
Hadasit Bio-Holdings, Ltd [Member] | |||||||||||||
Ownership percentage, non-controlling owners | 21.20% | 21.20% | |||||||||||
Warrants issued to purchase ordinary shares | 24,566 | ||||||||||||
Warrants exercise price per share | $ 40.5359 | ||||||||||||
Teva Pharmaceutical Industries, Ltd [Member] | |||||||||||||
Ownership percentage, non-controlling owners | 16.10% | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | Hadasit Bio-Holdings, Ltd [Member] | |||||||||||||
Purchase price, per share | $ 40.5359 | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | Teva Pharmaceutical Industries, Ltd [Member] | |||||||||||||
Purchase price, per share | $ 40.5359 | ||||||||||||
Contribution Agreement [Member] | |||||||||||||
Ownership percentage | 85.40% | ||||||||||||
Proportional transfer of carrying value | $ 5,500 | ||||||||||||
Maximum [Member] | |||||||||||||
Ownership percentage | 50.00% | ||||||||||||
Maximum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | |||||||||||||
Warrants issued to purchase ordinary shares | 13,738 | ||||||||||||
Warrants exercise price per share | $ 40.00 | ||||||||||||
Maximum [Member] | LifeMap Sciences, Inc. [Member] | |||||||||||||
Ownership percentage | 82.00% | ||||||||||||
Minimum [Member] | Cell Cure Warrants [Member] | Consultants [Member] | |||||||||||||
Warrants exercise price per share | $ 32.02 | ||||||||||||
Minimum [Member] | LifeMap Sciences, Inc. [Member] | |||||||||||||
Ownership percentage | 78.00% | ||||||||||||
Cantor Fitzgerald & Co [Member] | |||||||||||||
Fair value available for grant | $ 24,200 | ||||||||||||
Percentage of commission payable | 3.00% | ||||||||||||
Cantor Fitzgerald & Co [Member] | Maximum [Member] | |||||||||||||
Aggregate offering price | $ 25,000 | ||||||||||||
Alfred D. Kingsley [Member] | |||||||||||||
Common shares issued | 300,000 | ||||||||||||
Purchase price, per share | $ 2.81 | ||||||||||||
Acquisition of common shares | 300,000 | ||||||||||||
Number of shares acquired from subsidiary in terms of exchange | 421,500 | ||||||||||||
AgeX Therapeutics, Inc. [Member] | Asset Contribution and Separation Agreement [Member] | |||||||||||||
Common stock sold for asset contribution, shares | 28,800,000 | ||||||||||||
Ownership percentage | 80.40% | 80.60% | 85.40% | ||||||||||
Proportional transfer of carrying value | $ 3,800 | ||||||||||||
AgeX Therapeutics, Inc. [Member] | Asset Contribution and Separation Agreement [Member] | Juvenescence [Member] | |||||||||||||
Ownership percentage, non-controlling owners | 40.20% | ||||||||||||
AgeX Therapeutics, Inc. [Member] | Asset Contribution and Separation Agreement [Member] | Investors [Member] | |||||||||||||
Common stock sold for asset contribution, shares | 4,950,000 | ||||||||||||
Common stock sold for asset contribution | $ 10,000 | ||||||||||||
AgeX Therapeutics, Inc. [Member] | Asset Contribution and Separation Agreement [Member] | Juvenescence [Member] | |||||||||||||
Common shares issued | 14,400,000 | ||||||||||||
Purchase price, per share | $ 2.50 | ||||||||||||
Common stock sold for asset contribution, shares | 2,000,000 | ||||||||||||
Common stock sold for asset contribution | $ 5,000 | ||||||||||||
AgeX Therapeutics, Inc. [Member] | Asset Contribution and Separation Agreement [Member] | Third Party [Member] | |||||||||||||
Common stock sold for asset contribution, shares | 80,000 | ||||||||||||
Common stock sold for asset contribution | $ 200 | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | |||||||||||||
Proportional transfer of carrying value | $ 1,900 | $ 3,500 | |||||||||||
Charge to equity, value | $ 10,100 | ||||||||||||
Number of stock options exercised to purchase ordinary shares | 4,400 | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | Hadasit Bio-Holdings, Ltd [Member] | |||||||||||||
Common shares issued | 937 | 1,220,207 | |||||||||||
Number of common stock issued value | $ 3,800 | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | Teva Pharmaceutical Industries, Ltd [Member] | |||||||||||||
Common shares issued | 937 | ||||||||||||
Cell Cure Neurosciences, Ltd. [Member] | Maximum [Member] | |||||||||||||
Ownership percentage | 99.00% | 99.80% | |||||||||||
Cell Cure Neurosciences, Ltd. [Member] | Minimum [Member] | |||||||||||||
Ownership percentage | 98.80% | 98.80% | |||||||||||
OrthoCyte Corporation [Member] | |||||||||||||
Number of stock options exercised to purchase ordinary shares | 51,000 | ||||||||||||
OrthoCyte Corporation [Member] | Maximum [Member] | |||||||||||||
Ownership percentage | 100.00% | ||||||||||||
OrthoCyte Corporation [Member] | Minimum [Member] | |||||||||||||
Ownership percentage | 99.80% | ||||||||||||
Common Stock [Member] | |||||||||||||
Restricted stock, shares issued net of shares for tax withholdings | 270,000 | ||||||||||||
Common shares issued | 11,057,693 | 4,924,542 | 7,453,704 | 18,511,000 | |||||||||
Purchase price, per share | $ 2.60 | $ 2.70 | |||||||||||
Number of common stock issued value | $ 26,700 | $ 15,200 | $ 18,500 | $ 45,068 | |||||||||
Number of stock options exercised to purchase ordinary shares | 9,000 |
X | ||||||||||
- Definition Maximum aggregate offering price of shares under sales agreement. No definition available.
|
X | ||||||||||
- Definition Charge to equity, value. No definition available.
|
X | ||||||||||
- Definition Refers to term of warrants to exercise, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition Fair value available for grant. No definition available.
|
X | ||||||||||
- Definition Proportional transfer of carrying value. No definition available.
|
X | ||||||||||
- Definition Refers to a commission payable to the seller as a percentage of gross proceeds from the sale of shares of the entity. No definition available.
|
X | ||||||||||
- Definition Warrants expiring period, description. No definition available.
|
X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Face amount per share of no-par value common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity. No definition available.
|
X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of restricted shares issued as compensation, net of shares for the payment of withholding taxes. This element is to be used only if shares are used in lieu of cash to satisfy all or a portion of withholding taxes. No definition available.
|
X | ||||||||||
- Definition Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. No definition available.
|
X | ||||||||||
- Definition The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination. No definition available.
|
X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Value of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Shareholders' Equity - Schedule of Activity Related to Warrants (Details) - Warrant [Member] - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Numbers of Warrant Shares Outstanding Beginning Balance | 9,395 | 9,395 |
Numbers of Warrant Shares Expired | (9,395) | |
Numbers of Warrant Shares Outstanding Ending Balance | 9,395 | |
Per Share Exercise Price Outstanding Beginning Balance | $ 4.55 | $ 4.55 |
Per Share Exercise Price Expired | 4.55 | |
Per Share Exercise Price Outstanding Ending Balance | 4.55 | |
Weighted Average Exercise Price Outstanding Beginning Balance | 4.55 | 4.55 |
Weighted Average Exercise Price Expired | ||
Weighted Average Exercise Price Outstanding Ending Balance | $ 4.55 |
X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Per share weighted average intrinsic value of equity-based compensation awards forfeited. Excludes stock and unit options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Per share weighted average intrinsic value of equity-based compensation awards not vested. Excludes stock and unit options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Stock-Based Awards (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Noncash stock-based compensation expense | $ 123 | |
Stock-based compensation | 5,402 | $ 3,932 |
RSUs [Member] | ||
Noncash stock-based compensation expense | 1,200 | |
Stock-based compensation | 1,000 | |
2012 Equity Incentive Plan [Member] | ||
Common shares reserved for future issuance | 16,000,000 | |
2012 Equity Incentive Plan [Member] | Employees [Member] | ||
Employee withholding taxes in exchange vesting rsus | $ 200 | |
Employee withholding taxes in exchange vesting rsus, shares | 134,000 | |
2002 and 2012 Plan [Member] | ||
Unrecognized compensation costs related to unvested stock options | $ 6,300 | |
Expense recognized, weighted average period | 2 years 7 months 6 days | |
2002 Plan and 2012 Plan [Member] | ||
Weighted-average estimated fair value of stock options granted | $ 1.24 | $ 1.65 |
X | ||||||||||
- Definition Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Aggregate number of common shares reserved for future issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Unrecognized cost of unvested options awarded to employees as compensation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of restricted shares issued as compensation, net of shares for the payment of withholding taxes. This element is to be used only if shares are used in lieu of cash to satisfy all or a portion of withholding taxes. No definition available.
|
X | ||||||||||
- Definition The value of restricted shares issued as compensation, net of the value of shares for the payment of withholding taxes. This element is to be used only if shares are used in lieu of cash to satisfy all or a portion of withholding taxes. No definition available.
|
X | ||||||||||
- Definition The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 5,402 | $ 3,932 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 785 | 932 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 4,617 | $ 3,000 |
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - 2002 Plan and 2012 Plan [Member] |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 5 years 6 months 21 days | 5 years 6 months 18 days |
Risk-free interest rates | 2.76% | 1.83% |
Volatility | 56.07% | 58.76% |
Dividend yield | 0.00% | 0.00% |
X | ||||||||||
- Definition The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) - Stock Option Plan of 2012 [Member] - $ / shares |
12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares Available for Grant, Beginning balance | 2,485,000 | 2,894,000 | |||||||||||
Shares Available for Grant, Increase to option pool | 6,000,000 | ||||||||||||
Shares Available for Grant, Temporary restriction by Board on available pool | [1] | (5,000,000) | |||||||||||
Shares Available for Grant, Options Granted | (1,559,000) | (1,954,000) | |||||||||||
Shares Available for Grant, Exercised | |||||||||||||
Shares Available for Grant, Options Forfeited/cancelled/expired | 731,000 | 545,000 | |||||||||||
Shares Available for Grant, RSU vesting | |||||||||||||
Shares Available for Grant, Board mandated restriction restored | [1] | 5,000,000 | |||||||||||
Shares Available for Grant, Exchange of options with Cell Cure | [2] | (866,000) | |||||||||||
Shares Available for Grant, Restricted stock units granted | [3] | (1,586,000) | |||||||||||
Shares Available for Grant, Inducement option grant | [4] | ||||||||||||
Shares Available for Grant, Adjustment due to the AgeX Distribution | [5] | (2,294,000) | |||||||||||
Shares Available for Grant, Adjustment to inducement options due to the AgeX Distribution | [5] | ||||||||||||
Shares Available for Grant, Adjustment to restricted stock units due to the AgeX Distribution | [5] | (272,000) | |||||||||||
Shares Available for Grant, Restricted stock units expired unvested | 246,000 | ||||||||||||
Shares Available for Grant End of the period | 1,885,000 | 2,485,000 | |||||||||||
Number of Options Outstanding, Beginning balance | 8,043,000 | 6,958,000 | |||||||||||
Number of Options Outstanding, Increase in option pool | |||||||||||||
Number of Options Outstanding, Temporary restriction by Board on available pool | [1] | ||||||||||||
Number of Options Outstanding, Options granted | 1,559,000 | 1,954,000 | |||||||||||
Number of Options Outstanding, Options exercised | (9,000) | ||||||||||||
Number of Options Outstanding, Options forfeited/cancelled/expired | (750,000) | (860,000) | |||||||||||
Number of Options Outstanding, RSU vesting | |||||||||||||
Number of Options Outstanding, Board mandated restriction restored | [1] | ||||||||||||
Number of Options Outstanding, Exchange of options with Cell Cure | [2] | 866,000 | |||||||||||
Number of Options Outstanding, Restricted stock units granted | [3] | ||||||||||||
Number of Options Outstanding, Inducement option grant | [4] | 1,500,000 | |||||||||||
Number of Options Outstanding, Adjustment due to the AgeX Distribution | [5] | 2,294,000 | |||||||||||
Number of Options Outstanding, Adjustment to inducement options due to the AgeX Distribution | [5] | 355,000 | |||||||||||
Number of Options Outstanding, End balance | 13,867,000 | 8,043,000 | |||||||||||
Number of RSUs Outstanding, Beginning balance | 62,000 | 100,000 | |||||||||||
Number of RSUs Outstanding, Restricted stock units vested | (466,000) | (38,000) | |||||||||||
Number of RSUs Outstanding, Restricted stock units granted | [3] | 793,000 | |||||||||||
Number of RSUs Outstanding, Adjustment to restricted stock units due to the AgeX Distribution | [5] | 136,000 | |||||||||||
Number of RSUs Outstanding, Restricted stock units expired unvested | (123,000) | ||||||||||||
Number of RSUs Outstanding, End balance | 402,000 | 62,000 | |||||||||||
Weighted Average Exercise Price of Options Outstanding, beginning balance | $ 3.38 | $ 3.60 | |||||||||||
Weighted Average Exercise Price of Options, Options granted | 2.84 | 3.04 | |||||||||||
Weighted Average Exercise Price of Options, Options exercised | 2.66 | ||||||||||||
Weighted Average Exercise Price of Options, Options forfeited/cancelled | 3.33 | 4.43 | |||||||||||
Weighted Average Exercise Price of Options, Exchange of options with Cell Cure | [2] | 2.16 | |||||||||||
Weighted Average Exercise Price of Options, Restricted stock units granted | [3] | 0.00 | |||||||||||
Weighted Average Exercise Price of Options, Inducement option grant | [4] | 2.31 | |||||||||||
Weighted Average Exercise Price of Options, Adjustment due to the AgeX Distribution | [5] | 0.00 | |||||||||||
Weighted Average Exercise Price of Options, Adjustment to restricted stock units due to the AgeX Distribution | [5] | 0.00 | |||||||||||
Weighted Average Exercise Price of Options, RSU vesting | 0.00 | ||||||||||||
Weighted Average Exercise Price of Options, Restricted stock units expired unvested | 0.00 | ||||||||||||
Weighted Average Exercise Price of Options, Outstanding end balance | $ 2.44 | $ 3.38 | |||||||||||
|
X | ||||||||||
- Definition Number of Options Outstanding, Adjustment due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Adjustment to inducement options due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Board mandated restriction restored. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Exchange of options with Cell Cure. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Inducement option grant. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Restricted stock units granted. No definition available.
|
X | ||||||||||
- Definition Number of RSUs Outstanding, Adjustment to restricted stock units due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Number of RSUs Outstanding, Restricted stock units expired unvested. No definition available.
|
X | ||||||||||
- Definition Number of RSUs Outstanding, Restricted stock units granted. No definition available.
|
X | ||||||||||
- Definition The number of available grants during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). No definition available.
|
X | ||||||||||
- Definition Number of RSUs Outstanding. No definition available.
|
X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Temporary restriction by Board on available pool. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, RSU vesting. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, RSUs. No definition available.
|
X | ||||||||||
- Definition Temporary restriction by Board on available pool. No definition available.
|
X | ||||||||||
- Definition Shares Available for Grant, Adjustment due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Shares Available for Grant, Adjustment to inducement options due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Shares Available for Grant, Adjustment to restricted stock units due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Board mandated restriction restored. No definition available.
|
X | ||||||||||
- Definition Number of Options Outstanding, Board mandated restriction restored. No definition available.
|
X | ||||||||||
- Definition Shares Available for Grant, Inducement option grant. No definition available.
|
X | ||||||||||
- Definition Shares Available for Grant, Restricted stock units expired unvested. No definition available.
|
X | ||||||||||
- Definition Shares Available for Grant, Restricted stock units granted. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Adjustment due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Adjustment to restricted stock units due to the AgeX Distribution. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Exchange of options with Cell Cure. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Inducement option grant. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Restricted stock units expired unvested. No definition available.
|
X | ||||||||||
- Definition Weighted Average Exercise Price of Options, Restricted stock units granted. No definition available.
|
X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average price of options that were either forfeited or expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. No definition available.
|
X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The increase or decrease in number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding, including vested options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
|
X | ||||||||||
- Definition Number of non-vested options outstanding. No definition available.
|
X | ||||||||||
- Definition Number of non-vested options forfeited. No definition available.
|
X | ||||||||||
- Definition Number of increase (decrease) of non-vested options. No definition available.
|
X | ||||||||||
- Definition Number of options vested. No definition available.
|
X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Stock-Based Awards - Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 18, 2018 |
Oct. 04, 2018 |
Sep. 17, 2018 |
Aug. 10, 2018 |
May 24, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
Jul. 09, 2018 |
Oct. 13, 2017 |
|
Number of option vested | 246,500 | 123,250 | 123,250 | ||||||
Noncash stock-based compensation expense | $ 123 | ||||||||
Performance-based vesting description | On December 18, 2018, BioTime's Board of Directors determined that BioTime had achieved other milestones related to the RSUs and as a result an additional 50%, or 246,500, of the RSUs granted in May and August 2018 vested. | On October 4, 2018, BioTime's Board of Directors determined that BioTime had achieved the AgeX Distribution performance condition and as a result 25%, or 123,250, of the RSUs granted in May and August 2018 vested. | The remaining 25%, or 123,250 RSUs, expired unvested on December 31, 2018. | ||||||
Stock Option Plan of 2012 [Member] | |||||||||
Number of shares available for grant | 2,500,000 | ||||||||
Number of shares repurchased | 5,000,000 | ||||||||
Board of Directors [Member] | Stock Option Plan of 2012 [Member] | |||||||||
Number of shares available for grant | 5,000,000 | ||||||||
Cell Cure Option Holders [Member] | |||||||||
Number of option vested | 591,000 | ||||||||
Cell Cure Option Holders [Member] | Stock Option Plan of 2012 [Member] | |||||||||
Number of shares available for grant | 866,000 | ||||||||
Exercise price per share | $ 2.16 | ||||||||
Number of option vested | 275,000 | ||||||||
Employees [Member] | 2012 Equity Incentive Plan [Member] | |||||||||
Number of restricted stock units grant | 8,000 | 485,000 | |||||||
Restricted stock units expiration date | Dec. 31, 2018 | ||||||||
Brian M. Culley [Member] | |||||||||
Number of shares available for grant | 1,500,000 | ||||||||
Exercise price per share | $ 2.31 | ||||||||
Vesting percentage | 25.00% | ||||||||
Brian M. Culley [Member] | RSU Award No.2 [Member] | |||||||||
Number of restricted stock units grant | 100,000 | ||||||||
Vesting date | Jan. 01, 2019 | ||||||||
Brian M. Culley [Member] | 2012 Equity Incentive Plan [Member] | RSU Award No.1 [Member] | |||||||||
Number of restricted stock units grant | 200,000 | ||||||||
Vesting percentage | 25.00% |
X | ||||||||||
- Definition Restricted stock units expiration date. No definition available.
|
X | ||||||||||
- Definition Vesting date. No definition available.
|
X | ||||||||||
- Definition Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Description of award terms as to how many shares or portion of an award are no longer contingent on satisfaction of either a service condition, market condition or a performance condition, thereby giving the employee the legal right to convert the award to shares, to sell the shares, and be entitled to the cash proceeds of such sale. For example, vesting may be expressed as being 25 percent of the shares under option on each anniversary of the grant date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The weighted average of per share prices paid for shares purchased on the open market for issuance to employees under the plan. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of vesting of share-based compensation awards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Details
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- Details
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- Details
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- Details
|
Stock-Based Awards - Schedule of Options Outstanding and Exercisable Range of Exercise Prices (Details) - 2002 Plan and 2012 Plan [Member] |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2018
$ / shares
shares
| ||||
Range of Exercise Price One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | $ 1.67 | [1] | ||
Range of Exercise Prices, Upper Range Limit | $ 3.20 | [1] | ||
Number Outstanding | shares | 12,803 | [1] | ||
Options Outstanding, Weighted Average Contractual Life (years) | 7 years 1 month 13 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 2.38 | [1] | ||
Number Exercisable | shares | 6,810 | [1] | ||
Options Exercisable, Weighted Average Exercise Price | $ 2.56 | [1] | ||
Range of Exercise Price Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 3.25 | [1] | ||
Range of Exercise Prices, Upper Range Limit | $ 4.01 | [1] | ||
Number Outstanding | shares | 1,064 | [1] | ||
Options Outstanding, Weighted Average Contractual Life (years) | 2 years 3 months 29 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 3.46 | [1] | ||
Number Exercisable | shares | 1,046 | [1] | ||
Options Exercisable, Weighted Average Exercise Price | $ 3.42 | [1] | ||
Range of Exercise Price Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 2.04 | [1] | ||
Range of Exercise Prices, Upper Range Limit | $ 6.94 | [1] | ||
Number Outstanding | shares | 13,867 | [1] | ||
Options Outstanding, Weighted Average Contractual Life (years) | 6 years 9 months | |||
Options Outstanding, Weighted Average Exercise Price | $ 2.44 | [1] | ||
Number Exercisable | shares | 7,856 | [1] | ||
Options Exercisable, Weighted Average Exercise Price | $ 2.67 | [1] | ||
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition The floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares reserved for issuance pertaining to the outstanding exercisable stock options as of the balance sheet date in the customized range of exercise prices for which the market and performance vesting condition has been satisfied. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The number of shares reserved for issuance pertaining to the outstanding stock options as of the balance sheet date for all option plans in the customized range of exercise prices. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The ceiling of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average exercise price as of the balance sheet date for those equity-based payment arrangements exercisable and outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The weighted average price as of the balance sheet date at which grantees could acquire the underlying shares with respect to all outstanding stock options which are in the customized range of exercise prices. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Weighted average remaining contractual term of outstanding stock options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Income Taxes (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Nov. 28, 2018 |
Mar. 23, 2018 |
Feb. 17, 2017 |
May 13, 2016 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Jun. 06, 2017 |
|
Repatriation tax foreign earnings in federal income | $ 227 | |||||||
Net deferred tax assets | $ 8,900 | $ 8,900 | ||||||
Federal income tax rate | 21.00% | 34.00% | ||||||
Federal current income tax benefit | $ 300 | |||||||
Net operating loss carryforwards for federal tax purposes | 93,800 | |||||||
Foreign net operating loss carryforwards | 72,900 | |||||||
Net operating loss carryforwards for state tax purposes | 43,100 | |||||||
Proceeds from issuance of common stock | 48,875 | |||||||
Unrealized loss on deconsolidation of asterias | $ 48,000 | |||||||
Foreign currency translation adjustment, description | BioTime allocated income tax expense against the component of foreign currency translation adjustment in 2018 using a 21% tax rate. | |||||||
Income tax benefit | $ (346) | |||||||
Net operating loss carryforwards change in ownership control | 50.00% | |||||||
Accrued interest and penalties | ||||||||
AgeX Therapeutics [Member] | ||||||||
Proceeds from issuance of common stock | $ 3,200 | |||||||
Gain on sale of equity method investment | 3,200 | |||||||
Taxable gain | $ 26,400 | 2,200 | ||||||
Juvenescence Limited [Member] | ||||||||
Taxable gain | $ 29,400 | |||||||
OncoCyte Deconsolidation [Member] | ||||||||
Gain on deconsolidation of asterias | $ 71,700 | |||||||
Unrealized loss on deconsolidation of asterias | 2,900 | |||||||
Asterias Deconsolidation [Member] | ||||||||
Gain on deconsolidation of asterias | $ 49,000 | $ 34,300 | ||||||
Unrealized loss on deconsolidation of asterias | $ 35,400 | 51,100 | ||||||
LifeMap Solutions, Inc [Member] | ||||||||
Taxable gain on asset transfer | 3,700 | |||||||
Federal alternative minimum tax payable | $ 22,000 | |||||||
LifeMap Solutions, Inc [Member] | Debt Conversion Agreement [Member] | ||||||||
Intercompany indebtedness | $ 8,700 | |||||||
Net operating loss carryforwards | $ 3,300 | |||||||
Federal and State [Member] | ||||||||
Federal income tax rate | 21.00% | |||||||
Federal [Member] | ||||||||
Net operating losses expiration date | between 2019 and 2038 | between 2028 and 2037 | ||||||
Tax credit carryforwards | $ 2,500 | |||||||
State Tax [Member] | ||||||||
Net operating losses expiration date | between 2030 and 2037 | |||||||
Tax credit carryforwards | $ 2,800 | |||||||
Maximum [Member] | ||||||||
Deferred tax assets and liabilities re-rated percentage | 34.00% | |||||||
Minimum [Member] | ||||||||
Deferred tax assets and liabilities re-rated percentage | 21.00% |
X | ||||||||||
- Definition Deferred tax assets and liabilities re-rated percentage. No definition available.
|
X | ||||||||||
- Definition Indebtedness not included on the balance sheet. No definition available.
|
X | ||||||||||
- Definition Net operating loss carryforwards change in ownership control. No definition available.
|
X | ||||||||||
- Definition Net operating losses expiration date. No definition available.
|
X | ||||||||||
- Definition Taxable gain. No definition available.
|
X | ||||||||||
- Definition Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of gain (loss) from deconsolidation of subsidiary and derecognition of group of assets constituting transfer of business or nonprofit activity, excluding conveyance of oil and gas mineral rights and transfer of good or service in contract with customer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible foreign operating loss carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible alternative minimum tax credit carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of an equity method investment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Describes the nature of the translation adjustment. Includes an analysis of the change during the period in the accumulated adjustment and explanation of items creating the change. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The sum of the amounts of estimated penalties and interest recognized in the period arising from income tax examinations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to repatriation of foreign earnings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Disclosure of the difference in values (gain (loss)) between the nonmonetary assets or liabilities exchanged with another entity inclusive of boot (small monetary consideration). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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X | ||||||||||
- Details
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X | ||||||||||
- Details
|
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 37,761 | $ 55,608 |
Research and development and other credits | 5,288 | 6,548 |
Patents and licenses | 1,080 | 910 |
Equity method investments at fair value | (7,848) | (23,946) |
Stock options | 2,062 | 713 |
Other, net | 174 | 812 |
Total | 38,517 | 40,645 |
Valuation allowance | (38,517) | (40,645) |
Net deferred tax assets |
X | ||||||||||
- Definition Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible research tax credit carryforwards. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from investments in unconsolidated subsidiaries and investments in other affiliates which are not controlled nor consolidated. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Income Tax Disclosure [Abstract] | ||
Computed tax benefit at federal statutory rate | 21.00% | 34.00% |
Research and development and other credits | 1.00% | 2.00% |
Re-rate of federal net deferred tax assets | 0.00% | (38.00%) |
Permanent differences | (3.00%) | (8.00%) |
Change in valuation allowance | 4.00% | (32.00%) |
Establish deferred tax liability for AgeX/OncoCyte shares at deconsolidation | 8.00% | 17.00% |
Deconsolidation of AgeX and subsidiaries net deferred tax assets | (28.00%) | 0.00% |
State tax benefit, net of effect on federal income taxes | 0.00% | 27.00% |
Foreign rate differential | (2.00%) | (2.00%) |
Income tax benefit | 1.00% | 0.00% |
X | ||||||||||
- Definition Deconsolidation of AgeX and subsidiaries net deferred tax assets. No definition available.
|
X | ||||||||||
- Definition Establish deferred tax liability. No definition available.
|
X | ||||||||||
- Definition Effective Income Tax Rate Reconciliation Permanent Differences No definition available.
|
X | ||||||||||
- Definition Re-rate of federal net deferred tax assets. No definition available.
|
X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Commitments and Contingencies (Details Narrative) |
1 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jan. 28, 2018
USD ($)
ft²
m²
|
Dec. 31, 2015
ft²
Subsidiary
|
Dec. 31, 2018
USD ($)
ft²
m²
|
Dec. 31, 2017
USD ($)
|
||||
Operating Leased Assets [Line Items] | |||||||
Base rent | $ 26,000 | ||||||
Reimbursable amounts | 800,000 | ||||||
Leasehold improvement construction in progress | 1,268,000 | [1] | |||||
Rent expense | $ 1,200,000 | 1,100,000 | |||||
Royalty percentage | 21.50% | ||||||
Aggregate milestone | $ 3,500,000 | ||||||
License fees and related expenses | 133,000 | $ 221,000 | |||||
Minimum [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Minimum annual maintenance fees | 135,000 | ||||||
Maximum [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Minimum annual maintenance fees | 150,000 | ||||||
NIS [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Base rent | 93,827 | ||||||
Cell Cure [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Leased area | m² | 934 | ||||||
Area of land | ft² | 10,054 | ||||||
Office Space in New York City [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Base rent | $ 5,050 | ||||||
Area of land | ft² | 900 | ||||||
Alameda Lease [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Leased area | ft² | 30,795 | ||||||
Number of buildings for lease | Subsidiary | 2 | ||||||
Lease term | 7 years | ||||||
Number of years lease can be extended | 5 years | ||||||
Lease commencement date | Feb. 01, 2016 | ||||||
Lease expiration date | Jan. 31, 2023 | ||||||
Alameda Lease [Member] | February 1, 2019 [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Base rent | $ 70,521 | ||||||
Base rent increase rate | 3.00% | ||||||
Security deposit | $ 424,000 | ||||||
Alameda Lease [Member] | January 24, 2019 [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Security deposit reduction in value | 78,000 | ||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Base rent | 11,000 | ||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | April 1, 2018 [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Construction allowances of leasehold improvements | 1,100,000 | ||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | NIS [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Base rent | $ 37,882 | ||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | NIS [Member] | April 1, 2018 [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Construction allowances of leasehold improvements | $ 4,000,000 | ||||||
Office and Laboratory Space, Jerusalem, Israel [Member] | Cell Cure [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Leased area | m² | 728.5 | ||||||
Number of years lease can be extended | 5 years | 5 years | |||||
Area of land | ft² | 7,842 | ||||||
Lease expiration | A lease that expires on December 31, 2025 | A lease that expires December 31, 2020 | |||||
January 2018 Lease [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Leasehold improvement construction in progress | $ 1,100,000 | ||||||
Deposit | $ 388,000 | ||||||
|
X | ||||||||||
- Definition Refers to the base monthly rent as per lease agreement. No definition available.
|
X | ||||||||||
- Definition This refer to base rent increase rate per year as per lease agreement. No definition available.
|
X | ||||||||||
- Definition Date which lease or group of leases is set to commence, in CCYY-MM-DD format. No definition available.
|
X | ||||||||||
- Definition Lease expiration. No definition available.
|
X | ||||||||||
- Definition This line item represents the term to which asset leased. No definition available.
|
X | ||||||||||
- Definition License fees and related expenses. No definition available.
|
X | ||||||||||
- Definition Minimum annual maintenance fees. No definition available.
|
X | ||||||||||
- Definition Refers to number of buildings in which rentable space is taken on lease. No definition available.
|
X | ||||||||||
- Definition Represents the number of years for which the lease can be extended. No definition available.
|
X | ||||||||||
- Definition Reimbursable amounts. No definition available.
|
X | ||||||||||
- Definition Royalty percentage. No definition available.
|
X | ||||||||||
- Definition Refers to value by which the security deposit has been reduced after first twenty-four months of lease term. No definition available.
|
X | ||||||||||
- Definition Area of land held. No definition available.
|
X | ||||||||||
- Definition Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The noncurrent portion of deferred revenue amount as of balance sheet date. Deferred revenue is a liability related to a revenue producing activity for which revenue has not yet been recognized, and is not expected to be recognized in the next twelve months. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
|
X | ||||||||||
- Definition The carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Area of land subject to a ground lease. No definition available.
|
X | ||||||||||
- Definition Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line. No definition available.
|
X | ||||||||||
- Definition Date which lease or group of leases is set to expire, in CCYY-MM-DD format. No definition available.
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition Amount capitalized of allowance for funds used during construction. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
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X | ||||||||||
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X | ||||||||||
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|
Commitments and Contingencies - Schedule of Future Minimum Operating and Capital Lease Payments (Details) $ in Thousands |
Dec. 31, 2018
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 1,421 |
2020 | 1,339 |
2021 | 1,245 |
2022 | 1,251 |
2023 | 393 |
Thereafter | 1,015 |
Total minimum lease payments | 6,664 |
2019 | 36 |
2020 | 36 |
2021 | 36 |
2022 | 36 |
2023 | 15 |
Thereafter | |
Total minimum lease payments | 159 |
Less amounts representing interest | (31) |
Present value of net minimum lease payments | $ 128 |
X | ||||||||||
- Definition Present value of net minimum lease payments. No definition available.
|
X | ||||||||||
- Definition Less amounts representing interest. No definition available.
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of minimum lease payments for capital leases due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Segment Information (Details Narrative) |
12 Months Ended |
---|---|
Dec. 31, 2018
Integer
| |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
X | ||||||||||
- Definition Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues. No definition available.
|
X | ||||||||||
- References No definition available.
|
Enterprise-Wide Disclosures (Details Narrative) - Life Map Sciences [Member] - USD ($) $ in Thousands |
8 Months Ended | 12 Months Ended |
---|---|---|
Aug. 29, 2018 |
Dec. 31, 2017 |
|
Payment received from research project | $ 700 | $ 1,400 |
Advertising revenue | 500 | 1,200 |
Revenues of royalty and commission fees | $ 200 | $ 168 |
X | ||||||||||
- Definition Revenue from the sale of advertising time (such as television and radio) or space (newspaper or magazine pages). May also include advertising, marketing and promotional services rendered during the reporting period. No definition available.
|
X | ||||||||||
- Definition Amount of fees and commissions from financial services and banking activities and correspondent clearing. Includes fees from depositor accounts, credit cards, merchant discounts, and fiduciary and trust activities, guarantee fees, investment advisory, management, and administrative fees, transfer agent fees, and insurance commissions. No definition available.
|
X | ||||||||||
- Definition Cash received from grantors during the current period related to operating activities. This element represents receipts from a guarantor for the amount of guarantee provided. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Enterprise-Wide Disclosures - Schedule of Geographic Area Information (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
||||||||||||
Total revenues | $ 4,988 | $ 3,458 | [1] | ||||||||||
Long-lived assets | 5,835 | [2] | 5,533 | ||||||||||
United States [Member] | |||||||||||||
Total revenues | 1,804 | 1,651 | [1] | ||||||||||
Foreign [Member] | |||||||||||||
Total revenues | [3] | 3,184 | 1,807 | [1] | |||||||||
Long-lived assets | [4] | 3,797 | [2] | 2,787 | |||||||||
Domestic [Member] | |||||||||||||
Long-lived assets | $ 2,038 | [2] | $ 2,746 | ||||||||||
|
X | ||||||||||
- Definition Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Enterprise-Wide Disclosures - Schedule of Revenues Disaggregated by Source (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
[1] | |||||
Revenues | $ 4,988 | $ 3,458 | |||||
Grant Revenue [Member] | |||||||
Revenues | 3,572 | 1,666 | |||||
Royalties From Product Sales and License Fees [Member] | |||||||
Revenues | 392 | 389 | |||||
Subscription and Advertisement Revenues [Member] | |||||||
Revenues | [2] | 691 | 1,395 | ||||
Sale of Research Products and Services [Member] | |||||||
Revenues | $ 333 | $ 8 | |||||
|
X | ||||||||||
- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Enterprise-Wide Disclosures - Schedule of Sources of Revenues (Details) |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
||||||
NIH Grant Income [Member] | |||||||
Percentage of total revenues | [1] | 21.20% | 5.00% | ||||
IIA (formerly OCS) Grant Income (Cell Cure, Israel) [Member] | |||||||
Percentage of total revenues | 50.40% | 43.20% | |||||
Subscriptions, Advertising, Licensing and Other (Various Customers) [Member] | |||||||
Percentage of total revenues | [2] | 20.50% | 49.40% | ||||
Sale of Research Products [Member] | |||||||
Percentage of total revenues | 4.20% | 0.00% | |||||
Other [Member] | |||||||
Percentage of total revenues | 3.70% | 2.40% | |||||
|
X | ||||||||||
- Definition For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
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Enterprise-Wide Disclosures - Schedule of Sources of Revenues (Details) (Parenthetical) |
12 Months Ended | |
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Dec. 31, 2018 |
Dec. 31, 2017 |
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Sales Revenue, Net [Member] | Customer [Member] | ||
Concentration risk percentage | 5.00% | 5.00% |
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- Definition For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Selected Quarterly Financial Information (Unaudited) - Schedule of Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | |||||||||||
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Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Revenues, net | $ 758 | $ 982 | $ 2,547 | $ 701 | $ 945 | $ 1,636 | $ 376 | $ 333 | $ 4,988 | $ 3,458 | [1] | ||
Operating expenses | 10,813 | 11,304 | 11,585 | 12,779 | 10,508 | 11,149 | 10,694 | 11,595 | 46,481 | 43,946 | |||
Loss from operations | (10,107) | (10,357) | (9,144) | (12,187) | (9,563) | (9,513) | (8,564) | (11,262) | (41,795) | (38,902) | |||
Net income (loss) attributable to BioTime | $ (44,952) | $ 66,725 | $ (4,215) | $ (63,548) | $ (71,934) | $ 14,321 | $ (11,651) | $ 49,288 | $ (45,990) | $ (19,976) | |||
Basic net income (loss) per share | $ (0.36) | $ 0.53 | $ (0.03) | $ (0.50) | $ (0.58) | $ 0.12 | $ (0.11) | $ 0.46 | |||||
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- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- References No definition available.
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- Definition Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 12 Months Ended | |||||||||
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Mar. 08, 2019 |
Jan. 05, 2019 |
Nov. 07, 2018 |
Feb. 28, 2019 |
Jan. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Mar. 07, 2019 |
Feb. 15, 2019 |
Jul. 10, 2017 |
Feb. 17, 2017 |
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Cash fee | $ 2,168 | $ 1,642 | |||||||||
Ownership percentage | 20.00% | 99.80% | |||||||||
Maximum [Member] | |||||||||||
Ownership percentage | 50.00% | ||||||||||
Merger Agreement [Member] | Asterias [Member] | |||||||||||
Stock-for-stock transaction | 0.71 | ||||||||||
Subsequent Events [Member] | Merger Consideration [Member] | Parent Company [Member] | |||||||||||
Stock-for-stock transaction | 24,729,516 | ||||||||||
Aggregate merger consideration amount | $ 32,400 | ||||||||||
Merger description | Pursuant to the terms of the Merger Agreement, at the closing of the merger on March 8, 2019, Asterias became a wholly owned subsidiary of BioTime and the previous stockholders of Asterias (other than BioTime) received 0.71 shares of BioTime common share for every share of Asterias common stock (the "Merger Consideration"). In the Merger Consideration, BioTime issued 24,729,516 number of shares of common stock, which included 91,703 shares issued for all Asterias restricted stock units that immediately vested in connection with the Asterias Merger, for aggregate Merger Consideration of $32.4 million. BioTime also assumed 1,997,342 of Asterias warrants and the Asterias option pool which includes 5,189,520 shares. | ||||||||||
Number of warrants | 1,997,342 | ||||||||||
Option pool number of shares assumed | 5,189,520 | ||||||||||
Subsequent Events [Member] | 2012 Plan [Member] | |||||||||||
Granted stock options to purchase common shares | 1,700,000 | 1,700,000 | |||||||||
Subsequent Events [Member] | 2012 Plan [Member] | Minimum [Member] | |||||||||||
Exercise prices | $ 1.08 | $ 1.08 | |||||||||
Subsequent Events [Member] | 2012 Plan [Member] | Maximum [Member] | |||||||||||
Exercise prices | $ 1.14 | $ 1.14 | |||||||||
Subsequent Events [Member] | OncoCyte [Member] | |||||||||||
Receivables from related party | $ 2,100 | ||||||||||
Subsequent Events [Member] | Asterias [Member] | Merger Consideration [Member] | |||||||||||
Stock-for-stock transaction | 0.71 | ||||||||||
Subsequent Events [Member] | Asterias [Member] | Merger Consideration [Member] | Restricted Stock [Member] | |||||||||||
Stock-for-stock transaction | 91,703 | ||||||||||
Subsequent Events [Member] | Research and Option Agreement [Member] | Orbit Biomedical Limited [Member] | |||||||||||
Access fees payable | $ 2,500 | $ 1,250 | |||||||||
Collaborative research activities description | The access fees payable by BioTime to Orbit for its technology and the injection device are $2.5 million in the aggregate, of which $1.25 million was paid in January 2019 upon execution of the Orbit Agreement and the remaining $1.25 million payment is due on the earlier of (i) six months from the Orbit Agreement date or, (ii) upon completion of certain collaborative research activities using the Orbit technology for the OpRegen clinical trial, as specified in the Orbit Agreement. In addition to the access fees, BioTime will pay Orbit for costs of consumables, training services, travel costs and other out of pocket expenses incurred by Orbit for performing services under the Orbit Agreement. BioTime will have exclusive rights to the Orbit technology and its injection device for the treatment of dry-AMD during the term of the Orbit Agreement and may extend the term for an additional three months by paying Orbit a cash fee of $500,000. | ||||||||||
Cash fee | $ 500 | ||||||||||
Subsequent Events [Member] | Research and Option Agreement [Member] | Orbit Biomedical Limited [Member] | Due on Earlier [Member] | |||||||||||
Access fees payable | $ 1,250 | ||||||||||
Subsequent Events [Member] | Merger Agreement [Member] | |||||||||||
Ownership percentage | 39.00% |
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- Definition Option pool number of shares assumed. No definition available.
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- Definition Description of equity interests issued or issuable to acquire the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of warrants or rights outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Gross number of share options (or share units) granted during the period. No definition available.
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- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. No definition available.
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