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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	May 13, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Trading Symbol	HSGX
Entity Registrant Name	Histogenics Corporation
Entity Central Index Key	0001372299
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		94,599,601

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 7,376	$ 15,542
Prepaid expenses and other current assets	764	858
Total current assets	8,140	16,400
Property and equipment, net	135	141
Other assets, long-term	6,426	750
Restricted cash	137	137
Total assets	14,838	17,428
Current liabilities:
Accounts payable	1,100	1,590
Accrued expenses	99	1,000
Accrued lease liability - current portion	1,118
Current portion of deferred rent		45
Current portion of deferred lease incentive		238
Total current liabilities:	2,317	2,873
Accrued expenses due to Intrexon Corporation	1,125	1,125
Accrued lease liability - long-term	6,918
Deferred revenue	10,000	10,000
Deferred rent, net of current portion		351
Deferred lease incentive, net of current portion		1,025
Warrant liability	10	2,512
Total liabilities	20,370	17,886
Commitments and contingencies (Note 5)
Convertible preferred stock and stockholders' deficit:
Convertible preferred stock, $0.01 par value; 30,000 shares authorized, 400 shares issued and outstanding at March 31, 2019 and December 31, 2018
Common stock, $0.01 par value; 100,000,000 shares authorized, 94,599,601 and 62,025,398 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	839	513
Additional paid-in capital	219,874	215,859
Accumulated deficit	(226,245)	(216,830)
Total stockholders' deficit	(5,532)	(458)
Total liabilities and stockholders' deficit	$ 14,838	$ 17,428

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Convertible preferred stock, par value	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	30,000	30,000
Convertible preferred stock, shares issued	400	400
Convertible preferred stock, shares outstanding	400	400
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	94,599,601	62,025,398
Common stock, shares outstanding	94,599,601	62,025,398

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenue	$ 0	$ 0
Operating expenses:
Research and development	1,583	3,286
General and administrative	2,929	2,807
Restructuring	2,789
Loss on asset impairment	750
Total operating expenses	8,051	6,093
Loss from operations	(8,051)	(6,093)
Other income (expense):
Interest income, net	48	37
Other expense, net	(5)	(24)
Change in fair value of warrant liability	(1,407)	(8,753)
Total other income (expense), net	(1,364)	(8,740)
Net loss	(9,415)	(14,833)
Comprehensive loss	(9,415)	(14,833)
Net loss attributable to common stockholders-basic and diluted	$ (9,394)	$ (14,370)
Net loss per common share-basic and diluted	$ (0.12)	$ (0.52)
Weighted-average shares used to compute net loss per common share-basic and diluted	80,484,113	27,670,118

Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Total	Series A Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2017	$ (11,268)		$ 159	$ 196,760	$ (208,187)
Beginning Balance at Dec. 31, 2017		$ 0
Beginning Balance, Shares at Dec. 31, 2017			24,571,029
Beginning Balance, Shares at Dec. 31, 2017		4,605
Stock-based compensation expense	403			403
Exercise of common stock options	2			2
Exercise of common stock options, Shares			919
Issuance of common stock -net	5,869		$ 27	5,842
Issuance of common stock -net, Shares			2,691,494
Fees related to issuance of common stock	(243)			(243)
Conversion of convertible preferred stock, Shares		(3,204)	1,423,970
Net loss	(14,833)				(14,833)
Ending Balance at Mar. 31, 2018		$ 0
Ending Balance at Mar. 31, 2018	(20,070)		$ 186	202,764	(223,020)
Ending Balance,Shares at Mar. 31, 2018		1,401
Ending Balance, Shares at Mar. 31, 2018			28,687,412
Beginning Balance at Dec. 31, 2018	(458)		$ 513	215,859	(216,830)
Beginning Balance at Dec. 31, 2018		$ 0
Beginning Balance, Shares at Dec. 31, 2018			62,025,398
Beginning Balance, Shares at Dec. 31, 2018		400
Stock-based compensation expense	107			107
Exercise of warrants	4,234		$ 326	3,908
Exercise of warrants, Shares			32,574,203
Net loss	(9,415)				(9,415)
Ending Balance at Mar. 31, 2019		$ 0
Ending Balance at Mar. 31, 2019	$ (5,532)		$ 839	$ 219,874	$ (226,245)
Ending Balance,Shares at Mar. 31, 2019		400
Ending Balance, Shares at Mar. 31, 2019			94,599,601

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,415)	$ (14,833)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	6	172
Loss on asset impairment	750
Deferred rent and lease incentive		853
Stock-based compensation	107	403
Change in fair value of warrant liability	1,407	8,753
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	94	(664)
Other assets and accrued lease obligations, net	(49)	(375)
Accounts payable	(491)	586
Accrued expenses	(901)	(1,609)
Deferred revenue		10,000
Net cash provided by (used in) operating activities	(8,492)	3,286
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,255)
Proceeds from maturities of marketable securities		900
Net cash used in investing activities		(355)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on equipment term loan		(133)
Net proceeds from issuance of common stock		5,732
Expenses incurred for at-the-market sales agreement of common stock		(106)
Proceeds from exercise of warrants	326
Proceeds from exercise of stock options		2
Net cash provided by financing activities	326	5,495
Net increase (decrease) in cash and cash equivalents and restricted cash	(8,166)	8,426
Cash and cash equivalents and restricted cash-Beginning of period	15,679	7,218
Cash and cash equivalents and restricted cash-End of period	7,513	15,644
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
Cash and cash equivalents	7,376	15,507
Restricted cash	137	137
Total cash, cash equivalents, and restricted cash at the end of period	7,513	15,644
Supplemental cash flow disclosures from investing and financing activities:
Right-of-use assets and lease liability recorded upon adoption of ASC 842	$ 6,635
Purchases of property and equipment in accounts payable and accrued expenses		905
Public offering costs in accounts payable		$ 106

Nature of Business

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. NATURE OF BUSINESS

Organization

Histogenics Corporation (the “Company”) was incorporated under the laws of the Commonwealth of Massachusetts on June 28, 2000 and has its principal operations in Waltham, Massachusetts. In 2006, the Company’s board of directors approved a corporate reorganization pursuant to which the Company incorporated as a Delaware corporation. The Company historically focused on the development of restorative cell therapies (“RCTs”). RCTs refer to a new class of products that are designed to offer patients rapid-onset pain relief and restored function through the repair of damaged or worn tissue. The Company’s lead product, NeoCart^®, is an innovative cell therapy designed to treat tissue injury in the field of orthopedics, specifically cartilage damage in the knee. In the third quarter of 2018, the Company announced that its Phase 3 clinical trial of NeoCart did not meet the primary endpoint in the Phase 3 clinical trial. Histogenics subsequently initiated a dialogue with the United States Food and Drug Administration (“FDA”) to discuss the regulatory path forward for NeoCart with a goal of determining whether the FDA would accept a submission of a Biologics License Application (“BLA”) for NeoCart without data from an additional Phase 3 clinical trial. In December 2018, the Company received final feedback from the FDA indicating the need for an additional Phase 3 clinical trial prior to the FDA’s acceptance of a NeoCart BLA submission. However, considering the time and funding required to conduct such a trial, the Company discontinued the development of NeoCart and is not planning to submit a BLA.

In connection with the decision to discontinue the development of NeoCart, the Company’s board of directors engaged a financial advisory firm to help explore its available strategic alternatives, including possible mergers and business combinations, a sale of part or all of its assets, and collaboration and licensing arrangements. On April 8, 2019, the Company and Ocugen, Inc. (“Ocugen”) announced entering into the Merger Agreement. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by our stockholders and Ocugen’s stockholders, a wholly-owned subsidiary of the Company will be merged with and into Ocugen, with Ocugen surviving the Merger as a wholly-owned subsidiary of the Company.

The proposed Merger is structured as a stock-for-stock transaction whereby all of Ocugen’s outstanding shares of common stock and securities convertible into or exercisable for Ocugen’s common stock will be converted into the right to receive the Company’s common stock and securities convertible into or exercisable for the Company’s common stock. Under the exchange ratio formula in the Merger Agreement, the former Ocugen equity holders immediately before the Merger are expected to own approximately 90% of the outstanding capital stock of Histogenics, and the stockholders of Histogenics immediately before the Merger are expected to own approximately 10% of the outstanding capital stock of Histogenics subject to certain adjustments as described in the Merger Agreement. These adjustments include additional potential ownership based on Histogenics’ cash at the closing of the Merger (the “Closing”) after taking into account, among other things as set forth in the Merger Agreement, any Ocugen convertible notes that are not converted into equity at the Closing and proceeds from any Divestiture Transactions (as defined in the Merger Agreement), and may result in up to an additional 5% of the outstanding capital stock of Histogenics. The exchange ratio formula includes Ocugen’s outstanding stock options and warrants and Histogenics’ outstanding stock options, warrants and Series A Convertible Preferred Stock.

At the effective time of the Merger (the “Effective Time”), the Company’s board of directors is expected to consist solely of members designated by Ocugen. Following the Closing, Shankar Musunuri is expected to serve as Histogenics’ Chairman of the Board and Chief Executive Officer and Susan L. Drexler is expected to serve as the Company’s Interim Chief Financial Officer. Also at the Effective Time, the Company will effect a name change to “Ocugen, Inc.” and it is anticipated that trading for Ocugen’s securities will be listed on The Nasdaq Capital Market under the symbol “OCGN.”

The Merger Agreement contains customary representations, warranties and covenants made by the Company and Ocugen, including covenants relating to obtaining the requisite approvals of the stockholders of the Company and Ocugen, indemnification of directors and officers, and the Company’s and Ocugen’s conduct of their respective businesses between the date of signing of the Merger Agreement and the Closing.

In connection with the Merger, the Company will prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will contain a prospectus and a proxy statement, and will seek the approval of the Company’s stockholders with respect to certain actions, including the following (collectively, the “Histogenics Stockholder Matters”):

•

the Merger Agreement, including the issuance of shares of Histogenics common stock to the Ocugen’s stockholders in connection with the transactions contemplated by the Merger Agreement;

•

the amendment of Histogenics’ restated certificate of incorporation to effect a reverse split of all outstanding shares of the Company’s common stock at a reverse stock split ratio as mutually agreed to by Histogenics and Ocugen; and

•

the change of control of the Company resulting from the Merger pursuant to pertinent Nasdaq rules.

The Closing is subject to satisfaction or waiver of certain conditions including, among other things, (i) the required approvals by the parties’ stockholders, (ii) the accuracy of the representations and warranties, subject to certain materiality qualifications, (iii) compliance by the parties with their respective covenants, (iv) no law or order preventing the Merger and related transactions, and (v) the listing of the Shares on The Nasdaq Capital Market.

The Merger Agreement contains certain termination rights for both Histogenics and Ocugen, and further provides that, upon termination of the Merger Agreement under specified circumstances, Histogenics may be required to pay to Ocugen a termination fee of $0.6 million or Ocugen may be required to pay to Histogenics a termination fee of $0.7 million, and in other circumstances each party may be required to reimburse the other party’s expenses incurred, up to a maximum of $0.3 million.

In connection with the execution of the Merger Agreement, the executive officers and directors of the Company entered into voting agreements with Ocugen and Histogenics relating to the Merger covering less than one percent of the outstanding capital stock of Histogenics, as of date of the Merger Agreement (the “Histogenics Voting Agreements”). The Histogenics Voting Agreements provide, among other things, that the stockholders who are parties to the Histogenics Voting Agreements will vote all of the shares held by them in favor of Histogenics Stockholder Matters and against any competing acquisition proposals. The Histogenics Voting Agreements also place certain restrictions on the transfer of the shares of Histogenics held by the respective signatories thereto.

In connection with the execution of the Merger Agreement, certain officers, directors, stockholders and noteholders of Ocugen entered into voting agreements with Histogenics and Ocugen covering approximately 68% of the outstanding capital stock of Ocugen as of date of the Merger Agreement (the “Ocugen Voting Agreements”). The Ocugen Voting Agreements provide, among other things, that the officers, stockholders and investors party to the Ocugen Voting Agreements will vote all of the shares of Ocugen held by them in favor of the adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and against any competing acquisition proposals. The Ocugen Voting Agreements also place certain restrictions on the transfer of the shares of Ocugen held by the respective signatories thereto.

Concurrently with the execution of the Merger Agreement, the officers and directors of Histogenics and the officers, directors and certain stockholders of Ocugen entered into lock-up agreements), pursuant to which they accepted certain restrictions on transfers of any shares of Histogenics’ common stock for the 180-day period following the Effective Time.

Although the Company has entered into the Merger Agreement and intends to consummate the proposed Merger, there is no assurance that it will be able to successfully consummate the proposed Merger on a timely basis, or at all. If, for any reason, the proposed Merger is not completed, Histogenics will reconsider its strategic alternatives and could pursue one or more of the following courses of action:

•

Pursue potential collaborative, partnering or other strategic arrangements for our NeoCart assets, including a sale or other divestiture. Although Histogenics has discontinued further development of the NeoCart program and does not currently have any plans to resume the development of NeoCart, the Company continues to seek potential collaborative, partnering or other strategic arrangements for the NeoCart assets, including a sale or other divestiture of such assets.

•

Pursue another strategic transaction like the proposed Merger. The Company’s board of directors may elect to pursue an alternative strategy, one of which may be a strategic transaction similar to the proposed Merger.

•

Dissolve and liquidate the Company’s assets. If, for any reason, the proposed Merger is not consummated and the Company is unable to identify and complete an alternative strategic transaction like the Merger or potential collaborative, partnering or other strategic arrangements for the NeoCart assets, the Company may be required to dissolve and liquidate its assets. In such case, Histogenics would be required to pay all of its debts and contractual obligations, and to set aside certain reserves for potential future claims, and there can be no assurances as to the amount or timing of available cash left to distribute to stockholders after paying debts and other obligations and setting aside funds for reserves.

Since its inception, the Company has devoted substantially all of its efforts to product development, recruiting management and technical staff, raising capital, starting up production and building infrastructure and has not yet generated product revenues. Expenses have primarily been for research and development and related administrative costs.

The Company is subject to a number of risks including the successful development of therapeutics, the ability to obtain adequate financing, the ability to obtain FDA approval and reimbursement for any products we may develop, protection of intellectual property, fluctuations in operating results, dependence on key personnel and collaborative partners, rapid technological changes inherent in the target markets of any products the Company may develop, the introduction of substitute products and competition from larger companies.

Liquidity

The consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred losses and cash flow deficits from operations since inception, resulting in an accumulated deficit at March 31, 2019 of $226.2 million. The Company has financed operations to date primarily through public and private placements of equity securities, and borrowings under debt agreements. The Company anticipates that it will continue to incur net losses for the foreseeable future. The Company believes that its existing cash, cash equivalents and marketable securities will only be sufficient to fund its projected cash needs into the middle of 2019. Accordingly, these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern and its ability to complete the proposed merger with Ocugen. If Histogenics needs to raise additional capital to complete the merger, the Company would need to raise additional capital through debt or equity financing or other strategic transactions. However, any such financing may not be on favorable terms or available to the Company. The failure of the Company to obtain sufficient funds on commercially acceptable terms when needed will have a material adverse effect on the Company’s business, results of operations and financial condition. The forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of our expenses could vary materially and adversely as a result of a number of factors. The Company has based its estimates on assumptions that may prove to be wrong, and the Company’s expenses could prove to be significantly higher than it currently anticipates.

Basis of Accounting

The consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, they do not include all of the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements, in the opinion of the Company’s management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods ended March 31, 2019 and 2018. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2018, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2019.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, ProChon and Histogenics Securities Corporation. All significant intercompany accounts and transactions are eliminated in consolidation.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

During the three months ended March 31, 2019, there have been no material changes to the significant accounting policies described in the Company’s audited financial statements as of and for the year ended December 31, 2018, and the notes thereto, which are included in the Annual Report on Form 10-K, except as noted below.

Recently Adopted Accounting Standards - Leases

The Company adopted Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) on January 1, 2019, using the alternative modified transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with no restatement of prior periods not restated. There was no cumulative-effect adjustment recorded on January 1, 2019. Please see Note 5 – Commitments and Contingencies for a description of the Company’s Leases and related impact on the financial statements.

The Company elected the following practical expedients when assessing the transition impact of the new standard from both the lessee and lessor perspective and did not: (i) reassess whether any expired or existing contracts as of January 1, 2019, are or contain leases; (ii) reassess the lease classification for any expired or existing leases as of January 1, 2019; (iii) reassess initial direct costs for any existing leases as of January 1, 2019; and (iv) reassess whether land easements meet the definition of a lease. The primary impact was the balance sheet recognition of right-of-use (“ROU”) assets which is included in Other assets and lease liabilities for operating leases as a lessee.

Fair Value Measurements

The carrying amounts reported in the Company’s consolidated financial statements for cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values because of the short-term nature of these accounts.

Fair value is defined as the price that would be received if selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as assets held for sale and certain other assets. These nonrecurring fair value adjustments typically involve the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1), and the lowest priority to unobservable inputs (Level 3). The Company’s financial assets are classified within the fair value hierarchy based on the lowest level of inputs that is significant to the fair value measurement. The three levels of the fair value hierarchy, and their applicability to the Company’s financial assets, are described below.

Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.

Level 2 : Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security.

Level 3 : Pricing inputs are unobservable for the assets. Level 3 assets include private investments that are supported by little or no market activity. Level 3 valuations are for instruments that are not traded in active markets or are subject to transfer restrictions and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The Company had no material re-measurements of fair value with respect to financial assets and liabilities, during the periods presented, other than those assets and liabilities that are measured at fair value on a recurring basis. At March 31, 2019, the only assets or liabilities classified as Level 3 were the outstanding warrants issued in connection with the private placement transaction which closed on September 29, 2016. At December 31, 2018 the Company’s only assets or liabilities classified as level 3 were the warrants issued in connection with the September 2016 private placement and the October 2018 underwritten public offering. Transfers are calculated using values as of the transfer date. There were no transfers between Levels 1, 2 and 3 during the three months ended March 31, 2019 and the twelve months ended December 31, 2018.

The fair value of the warrants issued in connection with the September 2016 private placement was determined using a Monte Carlo simulation model. This model incorporated several assumptions at each valuation date including: the price of the Company’s common stock on the date of valuation, the historical volatility of the price of the Company’s common stock, the remaining contractual term of the warrant and estimates of the probability of a fundamental transaction occurring. The fair value of the warrants issued in connection with the October 2018 underwritten public offering was determined using the Black Scholes model. See Note 6, Capital Stock, for further discussion of the private placement and underwritten public offering.

The Company’s financial instruments as of March 31, 2019 and December 31, 2018 consisted primarily of cash and cash equivalents and warrant liability. As of March 31, 2019, and December 31, 2018, the Company’s financial assets recognized at fair value consisted of the following:


Description	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)
March 31, 2019
Assets:
Cash Equivalents
Money market funds	$	4,747	$	4,747	$	—	$	—

Liabilities:
Warrant liability	$	10	$	—	$	—	$	10

December 31, 2018
Assets:
Cash Equivalents
Money market funds	$	9,711	$	9,711	$	—	$	—

Liabilities:
Warrant liability	$	2,512	$	—	$	—	$	2,512

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs:


	March 31, 2019
	(in thousands)
Beginning balance, December 31, 2018	$	2,512
Exercise of warrants		(1,095	)
Change in fair value of warrant liability		(1,407	)

Ending balance	$	10

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents are comprised of funds in money market accounts. In addition, the Company has recorded restricted cash of $0.1 million as of March 31, 2019 and December 31, 2018. Restricted cash consists of a security deposit related to a lease obligation.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard related to revenue recognition, Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. This new accounting standard will replace most current U.S. GAAP guidance on this topic and eliminate most industry-specific guidance. It provides a unified model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Entities may adopt the new standard either retrospectively to all periods presented in the financial statements (the full retrospective method) or as a cumulative-effect adjustment as of the date of adoption (modified retrospective method) in the year of adoption without applying to comparative years’ financial statements. Further, in August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, to defer the effective adoption date by one year to December 15, 2017 for annual reporting periods beginning after that date and permitted early adoption of the standard, but not before fiscal years beginning after the original effective date of December 15, 2016. The Company elected to early adopt the guidance in 2017 using the modified retrospective method. There was no cumulative impact due to the adoption of this standard.

Revenue is recognized when, or as, performance obligations are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent that the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company currently generates revenue primarily through collaborative research, development and commercialization agreements. The terms of these agreements may contain multiple promises which may include: (i) licenses to the Company’s technology; (ii) services related to the transfer and update of know-how; and (iii) manufacturing supply services. Payments to the Company under these arrangements typically include one or more of the following: non-refundable upfront license fees; milestone payments; royalties on future product sales; and fees for manufacturing supply services. None of the Company’s contracts as of March 31, 2019 contained a significant financing component.

The Company assesses the promises to determine if they are distinct performance obligations. Once the performance obligations are determined, the transaction price is allocated based on a relative standalone selling price basis. Milestone payments and royalties are typically considered variable consideration at the outset of the contract and are recognized in the transaction price either upon occurrence or when the constraint of a probable reversal is no longer applicable.

Collaboration Revenue

While no revenue has been recognized as of March 31, 2018, the Company has collaboration and license agreements with strategic partners for the development and commercialization of product candidates. The collaboration and license agreements are within the scope of Accounting Standards Codification (ASC 606) Revenue from Contracts with Customers.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under the agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for the arrangement, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include market conditions, reimbursement rates for personnel costs, development timelines and probabilities of regulatory success.

Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues fromnon-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Manufacturing Supply Services: If the promise to supply products for clinical and/or commercial development are determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from the fees allocated to the supply when or as the supply is transferred to the customer, generally upon delivery to the customer. If the promise to supply products for clinical and/or commercial development are not determined to be distinct from the other performance obligations identified in the arrangement, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue , including amounts from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments: At the inception of each arrangement that includes developmental and regulatory milestone payments, the Company evaluates whether the achievement of each milestone specifically relates to the Company’s efforts to satisfy a performance obligation or transfer a distinct good or service within a performance obligation. If the achievement of a milestone is considered a direct result of the Company’s efforts to satisfy a performance obligation or transfer a distinct good or service and the receipt of the payment is based upon the achievement of the milestone, the associated milestone value is allocated to that distinct good or service and revenue is recognized in the period in which the milestone is achieved. If the milestone payment is not specifically related to the Company’s effort to satisfy a performance obligation or transfer a distinct good or service, the Company evaluates the milestone to determine whether the milestone is considered probable of being reached and estimates the amount to be included in the transaction price using either the most likely amount or the expected value method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price to be allocated. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall allocation. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment.

Royalties: For arrangements that include sales-based or usage-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of: (i) when the related sales occur; or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

License and Collaboration Arrangements

MEDINET Co., Ltd.

In December 2017, the Company entered into a License and Commercialization Agreement (the “License Agreement”) with MEDINET Co., Ltd. (“MEDINET”) to grant MEDINET a license under certain patents, patent applications,know-how, and technology to develop and commercialize certain therapeutic products to replace or repair damaged, worn, or defective cartilage in humans and non-human animals.

In exchange for the license, MEDINET agreed to pay the Company an upfront cash payment of $10.0 million which the Company received in January 2018. As of March 31, 2019, the contract with MEDINET was wholly unperformed and all revenue under the License Agreement has been deferred and has not been recognized. As of March 31, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $10.0 million. Because the License Agreement was not terminated as of March 31, 2019, the authoritative accounting literature requires that the $10.0 million of deferred revenue remain a liability on the Company’s balance sheet. The Company anticipates that MEDINET will terminate the License Agreement in 2019 resulting in the recognition of the $10 million of deferred revenue in the period of termination.

MEDINET also agreed to pay the Company tiered royalties, at percentages ranging from the low single digits to low double digits, of net sales of MEDINET products governed by the License Agreement. Over the life of the License Agreement, the Company is eligible to receive up to ¥330 million ($2.9 million as of March 31, 2019) in development milestone payments, $1.0 million and ¥720 million ($7.4 million as of March 31, 2019) in regulatory payments and up to an aggregate of ¥7,300 million ($64.1 million as of March 31, 2019) for the achievement of certain commercial milestones related to the sales of MEDINET products governed by the License Agreement.

As a condition of the License Agreement, the Company agreed to supply NeoCart for MEDINET’s planned Phase 3 clinical trial in Japan. The Company assessed its promised goods and services under the License Agreement to determine if they are distinct. Due to the unique nature of the clinical manufacturing services to be provided by the Company, there are currently no other third-party vendors from which MEDINET can obtain such supply. The Company expected to be the only vendor capable of providing the manufacturing services for a period of at least one to two years, which is approximately the estimated length of time for the Japanese clinical trial period. After this point, if the Company were to transfer to a third-party its technology and know-how related to the manufacturing services, the third-party vendor would be capable of providing the commercial manufacturing services, and therefore MEDINET would be able to choose whether to utilize the Company for such services or another vendor. The Company determined that MEDINET’s option to obtain commercial manufacturing services does not represent a material right, as the fees charged to MEDINET by the Company are expected to approximate the fair market value for manufacturing services. As noted, with the assistance of the Company, third-party vendors could have the capability to perform commercial manufacturing services by this time, and the Company expects the contract value to approximate the market price. Due to MEDINET’s limitations in obtaining the clinical manufacturing services from a third-party, as well as MEDINET’s limited ability to obtain the benefits of the licensed intellectual property without the clinical manufacturing services, the licensed intellectual property and clinical manufacturing services are determined to be a combined performance obligation. Based on this assessment, the Company determined that the promised goods and services do not have standalone value and are highly interrelated. Accordingly, the promised goods and services represent one performance obligation.

Based on the assessment of the combined performance obligation, the Company determined that the predominant promise in the arrangement is the transfer of the license and associated manufacturing know-how expected to occur over the length of the clinical trial. The Company determined that MEDINET will be simultaneously receiving and consuming the benefits of the Company’s performance related to the supply of the clinical trial. Therefore, the revenue associated with the combined performance obligation will be recognized over time.

In determining the correct measure of progress to use when recognizing revenue over time, the Company assessed whether an input- or output- based measure of progress would be appropriate. The Company determined that an output-based measure of progress would be appropriate to use when recognizing revenue associated with the combined performance obligation and intended to recognize revenue under the License Agreement as the clinical manufacturing services were performed.

Revenue was to be recognized using the output method over the length of the clinical trial enrollment, as the clinical manufacturing services were delivered, over the estimated service period. Upon the conclusion of the clinical manufacturing period, the Company would have expected other third-party vendors to have the capabilities to provide similar services. At this point, the license would effectively become a distinct performance obligation, with no remaining undelivered obligations. Therefore, the Company determined that the up-front payment associated with the licensed intellectual property should be fully recognized by the conclusion of the clinical manufacturing service period.

At contract inception, the Company determined that the $10.0 million non-refundable upfront amount constituted the entirety of the consideration to be included in the transaction price as the development, regulatory, and commercial milestones represent variable consideration and were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon success in future clinical trials and the licensees’ efforts. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur. The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company also determined that consideration associated with the clinical trials, which are payable by MEDINET on per-patient basis represent variable consideration, will be included in the transaction price upon occurrence, or once the associated clinical manufacturing service(s) for the patient are concluded.

The Company incurred cost of $0.9 million related to the License Agreement with MEDINET. $0.8 million was recorded as an asset that was to be expensed proportionally over the performance service period. However, given the Company’s decision to discontinue the development of NeoCart and terminate its manufacturing operations, the Company concluded that the asset was impaired and a decision was made to write down the value of this asset to $0 in the first quarter of 2019. This impairment resulted in a charge to the income statement of $0.8 million.

Stock-Based Compensation

The Company accounts for stock options and restricted stock based on their grant date fair value and recognizes compensation expense on a straight-line basis over their vesting period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model, with the exception of stock options that include a market condition, and restricted stock based on the fair value of the underlying common stock as of the date of grant or the value of the services provided, whichever is more readily determinable. The Company, in conjunction with adoption of ASU 2016-09- Stock Compensation: Improvements to Employee Share-Based Payment Accounting has elected to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense is classified as research and development or general and administrative based on the grantee’s respective compensation classification.

For stock option grants with vesting triggered by the achievement of performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable or the performance condition has been achieved. For stock option grants with both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved. For stock option grants with market conditions, the expense is calculated using the Monte Carlo model based on the grant date fair value of the option and is recorded on a straight line basis over the requisite service period, which represents the derived service period and accelerated when the market condition is satisfied. The Company did not issue awards with market conditions during the three months ended March 31, 2019. The Company accounts for stock options and restricted stock awards to non-employees using the fair value approach. Stock options and restricted stock awards to non-employees are subject to periodic revaluation over their vesting terms.

Warrant Accounting

As noted in Note 6, Capital Stock, the Company classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheet if the warrant is a free-standing financial instrument that may require the Company to transfer consideration upon exercise. Each warrant of this type is initially recorded at fair value on date of grant using the Monte Carlo simulation model net of issuance costs, and is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

Recent Accounting Pronouncements

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. The amendments in this update provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606. The guidance also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. For public business entities, the amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period, for public business entities for periods for which financial statements have not yet been issued. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted upon issuance of this Update. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification. This final rule amends certain disclosure requirements that are redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expand the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective for the Company for all filings made on or after November 5, 2018. The SEC staff clarified that the first presentation of the changes in shareholders’ equity may be included in the first Form 10-Q for the quarter that begins after the effective date of the amendments. The adoption of the final rule did not have a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share- Based Payment Accounting. This update is to simplify the aspects of accounting for nonemployee share-based payment transactions for acquiring goods or services from nonemployees. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within that year. The Company has concluded that this guidance has no material impact on the Company’s consolidated financial statements and related disclosures.

Loss Per Common Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Loss Per Common Share

3. LOSS PER COMMON SHARE

The Company computes basic and diluted loss per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). For the three months ended March 31, 2019 and 2018, there was dilution attributed to the weighted-average shares outstanding in the calculation of diluted loss per share.


	Three Months Ended March 31,
	2019			2018
	(In thousands, except share and per share data)
Numerator:
Net loss	$	(9,415	)	$	(14,833	)
Net loss attributable to Series A Preferred Stock (a)		(21	)		(463	)

Income attributable to common stockholders – basic and diluted	$	(9,394	)	$	(14,370	)

Denominator:
Weighted-average number of common shares used in loss per share – basic and diluted		80,484,113			27,670,118

Loss per share - basic and diluted	$	(0.12	)	$	(0.52	)

(a)	The Series A Preferred Stock participates in income and losses.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive (in common stock equivalent shares):


	Three Months Ended March 31,
	2019		2018
Unvested restricted stock and options to purchase common stock		1,803,167		3,101,143
Series A Preferred Stock unconverted		177,996		622,987
Warrants exercisable into common stock		571,025		13,633,070

Property and Equipment

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


	March 31,			December 31,
	2019			2018
	(in thousands)
Office equipment	$	233		$	266
Laboratory equipment		4,536			4,561
Leasehold improvements		5,383			5,504
Software		96			96

Total property and equipment		10,248			10,427
Less: accumulated depreciation		(10,113	)		(10,286	)

Property and equipment, net	$	135		$	141

Depreciation expense related to property and equipment amounted to less than $0.1 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

5. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its office and research facilities in Waltham and Lexington, Massachusetts under non-cancellable operating leases. The Lexington, Massachusetts facility lease expires in June 2023. The Waltham, Massachusetts facility lease was extended in April 2017. The effective date of the extension is January 2018. Under the terms of the extension, the lease will expire in December 2024 with one extension term of five years. Terms of the agreements generally provide for an initial rent-free period and future rent escalation and provide that in addition to minimum lease rental payments, the Company is responsible for a pro-rata share of common area operating expenses. Rent expense under operating lease agreements amounted to approximately $0.4 million for each of the three months ended March 31, 2019 and 2018.

In evaluating any potential accounting for leases, the Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are included in other assets, net; other accrued liabilities; and other long-term liabilities on the Consolidated Balance Sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s real estate leases.

Operating lease expense was $0.4 million for the three months ended March 31, 2019. Variable executory cost was $0.3 million for the three months ended March 31, 2019. The following table contains supplemental cash flow information related to operating leases as of March 31, 2019.


	(in thousands)
Cash paid within operating cash flows	$	459
Right-of-use assets recognized in exchange for new lease obligations		—

The following table contains supplemental balance sheet information related to operating leases, as of March 31, 2019.


	(in thousands)
Other assets, net (Right-of-use assets)	$	6,426

Accrued lease liability, current		1,118
Accrued lease liability, long-term		6,918

Total lease liabilities	$	8,036

Weighted average remaining lease term		5.3 years
Weighted average discount rate		10	%

The Company deemed restructurings in the first quarter of 2019 to be a triggering event that necessitated an evaluation of a potential impairment to the ROU asset related to the Company’s operating leases. Based on the analysis performed no impairment was necessary.

Maturities of the Company’s operating lease liabilities as of March 31, 2019 are summarized in the table below.


Year	Amount
	(in thousands)
2019	$	1,385
2020		1,892
2021		1,941
2022		1,991
2023		1,729
2024 and after		1,460

Total lease payments		10,398
Less: imputed interest		(2,362	)

Total operating lease liabilities	$	8,036

License Agreements

From time to time, the Company enters into various licensing agreements whereby the Company may use certain technologies in conjunction with its product research and development. Licensing agreements and the Company’s commitments under the agreements are as follows:

Hydrogel License

In May 2005, the Company entered into an exclusive license agreement with Angiotech Pharmaceuticals (US), Inc. for the use of certain patents, patent applications, and knowledge related to the manufacture and use of a hydrogel material in conjunction with NeoCart and certain other products (“Hydrogel License Agreement”). As of March 31, 2019, the Company has paid an aggregate $3.2 million in commercialization milestones under the terms of the Hydrogel License Agreement, which have been expensed to research and development.

Under the terms of the Hydrogel License Agreement, the Company’s future commitments include:

•

A one-time $3.0 million payment upon approval of an eligible product by the FDA; and

•

Single digit royalties on the net sales of NeoCart and certain other future products.

Tissue Regeneration License

In April 2001, the Company entered into an exclusive license agreement with The Board of Trustees of the Leland Stanford Junior University (“Stanford University”) for the use of certain technology to develop, manufacture and sell licensed products in the field of growth and regeneration of cartilage (“Tissue Regeneration License Agreement”). The term of the Tissue Regeneration License Agreement extends to the expiration date of Stanford University’s last to expire domestic or foreign patents. As of March 31, 2019, the Company has paid an aggregate $0.8 million in patent reimbursement costs, royalty fees, and commercialization milestone payments under the terms of the Tissue Regeneration License Agreement, which have been recorded to research and development expense.

Under the terms of the Tissue Regeneration License Agreement, the Company’s future commitments include:

•

A one-time $0.3 million payment upon approval of an eligible product by the FDA;

•

An annual minimum non-refundable royalty fee of $10 thousand for the life of the license that may be used to offset up to 50% of the earned royalty below; and

•

Low single digit royalties on net sales.

Tissue Processor Sub-License

In December 2005, the Company entered into an exclusive agreement to sub-license certain technology from Purpose, Co. (“Purpose”), which is owned by a stockholder of the Company (“Sub-License Agreement”). Purpose entered into the original license agreement (“Original Agreement”) with Brigham and Women’s Hospital, Inc. (“Brigham and Women’s”) in August 2001. The Original Agreement shall remain in effect for the term of the licensed patents owned by Brigham and Women’s unless extended or terminated as provided for in the agreement. The technology is to be used to develop, manufacture, use and sell licensed products that cultivate cell or tissue development. The Sub-License Agreement extends to the expiration date of the last to expire domestic or foreign patents covered by the agreement. As of March 31, 2019, the Company has paid an aggregate $0.7 million in royalty and sub-licensepayments under the terms of the Sub-License Agreement.

The Sub-License Agreement was amended and restated in June 2012. Under the amended and restated agreement, the Company made Purpose the sole supplier of equipment the Company uses in its manufacturing processes and granted Purpose distribution rights of the Company’s products for certain territories. In exchange, Purpose allowed for the use of its technology (owned or licensed) and manufactured and serviced exogenous tissue processors used by the Company. Under the terms of the agreement, as amended, Purpose granted the Company: (a) exclusive rights to all of Purpose’s technology (owned or licensed) related to the exogenous tissue processors, (b) continued supply of exogenous tissue processors during the Company’s clinical trials, and (c) rights to manufacture the exogenous tissue processors at any location the Company chooses. In exchange for such consideration, the Company granted Purpose an exclusive license in Japan for the use of all of the Company’s technology and made a payment of $0.3 million to reimburse Purpose for development costs on a next generation tissue processor.

In May 2016, the Original Agreement was amended whereby the Company acquired the development and commercialization rights to NeoCart for the Japanese market from Purpose. Under the terms of the amended agreement, the Company assumes sole responsibility for and rights to the development and commercialization of NeoCart in Japan. In exchange for the transfer of development and commercialization rights, the Company will pay a success-based milestone to Purpose upon conditional approval of NeoCart in Japan, as well as commercial milestones and a low single digit royalty on Japanese sales of NeoCart, upon full approval, if any, in Japan.

In addition to the above, the Company’s future commitments under the terms of the Original Agreement and Sub-License Agreement include:

•

A minimum non-refundable annual royalty fee of $20 thousand, for the life of the license;

•

An additional, non-refundable annual royalty fee of $30 thousand from 2016 through 2019;

•

$10.2 million in potential milestone payments; and

•

Low single digit royalties on net sales of a licensed product.

Capital Stock	3 Months Ended
Capital Stock	Mar. 31, 2019
Equity [Abstract]
Capital Stock	6. CAPITAL STOCK In October 2018, the Company closed an underwritten public offering of 26,155,000 shares of its common stock and warrants to purchase up to 19,616,250 shares of common stock, at a combined purchase price of $0.65 per share of common stock and accompanying warrant. The gross proceeds to the Company from this offering were $17.0 million, before deducting underwriting discounts and commissions, and offering expenses payable by the Company. The warrants were exercisable immediately upon issuance at a price of $0.70 per share of common stock and have a term of five years commencing on the date of issuance. The exercise price of the warrants was subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock. In the event of certain fundamental transactions of the Company, a warrant holder may have demanded redemption of its warrant for cash in accordance with a Black-Scholes option pricing model. A fundamental transaction was defined as a merger, sale of assets, sale of the Company, recapitalization of stock and a sale of stock whereby any owner after the transaction would own greater than 50% of the outstanding common stock in the Company. The Company determined the warrants were classified as a liability on the consolidated balance sheet because of the provision whereby in a fundamental transaction (as described above), the holder could have elected to receive either the amount they were entitled to on an as-if-exercised basis or an amount based on the Black-Scholes value of the warrants at the time of the fundamental transaction. At the issuance date, the warrants were recorded at the fair value of $8.4 million. In three months ended March 31, 2019, the Company reduced the exercise price of the warrants issued in 2018 from $0.70 to $0.01 per share (the “2018 Reduced Exercise Price”) and all of the holders of these warrants (the “Participating 2018 Holders”) entered into a Warrant Exercise Agreement (the “2018 Exercise Agreement”) pursuant to which, in consideration for the 2018 Reduced Exercise Price, the Participating 2018 Holders agreed to exercise the warrants held by such Participating 2018 Holders in full at the 2018 Reduced Exercise Price for cash. In connection with the exercise of the warrants by the Participating 2018 Holders, the Company received aggregate gross proceeds of approximately $0.2 million. In March 2018, the Company entered into an equity distribution agreement (“ATM Agreement”) with Canaccord Genuity Inc. (“Canaccord”), pursuant to which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to up to $10.0 million (the “Shares”) through Canaccord, as sales agent. The Shares will be offered and sold by the Company pursuant to its previously filed and currently effective Registration Statement on Form S-3 (Reg. No. 333-216741) (the “Registration Statement”). The Shares may only be offered and sold by means of a prospectus, including a prospectus supplement, forming part of the effective Registration Statement. Sales of the common stock, if any, will be made at market prices by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market, on any other existing trading market for the common stock, or to or through a market maker other than on an exchange. There were no sales of common stock under the ATM Agreement during the three months ended March 31, 2019 and March 31, 2018. In January 2018, the Company completed an underwritten registered direct offering of 2,691,494 shares of common stock at a price of $2.35 per share. The total net proceeds of the offering were $5.7 million after deducting underwriter’s discounts and commissions, and expenses related to the offering. In September 2016, the Company closed the private placement contemplated by the securities purchase agreement (the “Purchase Agreement”), dated September 15, 2016, between the Company and certain institutional and accredited investors in which the Company received gross proceeds of $30.0 million (the “Private Placement”). The net proceeds after deducting placement agent fees and other transaction-related expenses was $27.6 million. At the closing, the Company issued 2,596,059 shares of the Company’s common stock at a per share price of $2.25 and 24,158.8693 shares of the Company’s newly-created Series A Convertible Preferred Stock (“Series A Preferred Stock”), which are convertible into approximately 10,737,275 shares of common stock. As of March 31, 2019, there were 400.4910 shares of Series A Preferred Stock outstanding, which remain convertible into 177,996 shares of the Company’s common stock. As part of the Private Placement, the investors received warrants to purchase up to 13,333,334 shares of the Company’s common stock at an exercise price of $2.25 per share. The placement agent for the Private Placement, H.C. Wainwright & Co. LLC (“HCW”), and certain of its affiliates were also granted warrants to purchase 133,333 shares of the Company’s common stock at an exercise price of $2.25 per share in exchange for the services provided by HCW. The placement agent warrants were considered a financing cost of the Company and included in warrant expense within the consolidated statements of operations. The warrants include a cashless-exercise feature that may be exercised solely in the event there is no effective registration statement, or no current prospectus available for, the resale of the shares of common stock underlying the warrants as of the six-month anniversary of the closing of the Private Placement. Upon a fundamental transaction, the holders of the warrant may require the Company to purchase any unexercised warrants in an amount equal to the Black-Scholes value of the option. A fundamental transaction is defined as a merger, sale of assets, sale of the Company, recapitalization of stock and a sale of stock whereby any owner after the transaction would own greater than 50% of the outstanding common stock in the Company. The warrants became exercisable following approval of the Private Placement by our stockholders in the fourth quarter of 2016 and expire five years after the date of such stockholder approval. The Company determined the warrants are classified as a liability on the consolidated balance sheet because they contain a provision whereby in a fundamental transaction (as described above), the holder can elect to receive either the amount they are entitled to on an as-if-exercised basis or an amount based on the Black-Scholes value of the warrants at the time of the fundamental transaction. At the issuance date, the warrants were recorded at the fair value of $30.7 million. Concurrent with the closing of the Private Placement, the Company’s Certificate of Incorporation was amended by the filing of a Certificate of Designation to create the Series A Preferred Stock. The Series A Preferred Stock has a par value of $0.01 and each share is convertible into 444.44 shares of common stock, at a conversion price of $2.25 per share, at the option of the holder. The Series A Preferred Stock has no voting rights and is only entitled to dividends as declared on an as-converted basis. The Series A Preferred Stock contains no liquidation preferences or redemption rights and shares in distributions of the Company on an as-converted basis with the common stock. As part of the Private Placement, affiliates of certain members of the Company’s Board of Directors purchased an aggregate of 283,046 shares of common stock, an aggregate of 2,563.1439 shares of Series A Preferred Stock and received warrants to purchase up to 1,422,221 shares of common stock at an exercise price of $2.25 per share in the Private Placement. These amounts are included in the amounts noted above. In the three months ended March 31, 2019, the Company and certain holders of the warrants issued in 2016 (the “Participating 2016 Holders”) entered into a Warrant Amendment and Exercise Agreement (the “2016 Exercise Agreement”) pursuant to which the Company agreed to reduce the exercise price of the warrants held by such Participating 2016 Holders from $2.25 to $0.01 per share (the “2016 Reduced Exercise Price”) in consideration for the exercise of the warrants held by such Participating 2016 Holders in full at the 2016 Reduced Exercise Price for cash. In connection with the exercise of the warrants by the Participating 2016 Holders, the Company received aggregate gross proceeds of approximately $0.1 million. After the full exercise of the warrants held by the Participating 2016 Holders, warrants issued in 2016 to purchase approximately 508,714 shares of the Company’s Common Stock are outstanding.

Warrants

3 Months Ended

Mar. 31, 2019

Warrants and Rights Note Disclosure [Abstract]

Warrants

7. WARRANTS

The Company has warrants to purchase its common stock outstanding as of March 31, 2019, as follows:

Issued

Classification

Warrants
Outstanding

Exercise
Price

Expiration

September 2016

Liability

508,714

2.25

November 2021

March 2015

Equity

3,699

9.75

March 2025

July 2014

Equity

6,566

7.99

July 2024

July 2012

Equity

52,046

0.01

July 2022

Stock-Based Compensation

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

8. STOCK-BASED COMPENSATION

Stock option activity under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) and 2013 Equity Incentive Plan (the “2013 Plan”) for the three months ended March 31, 2019 is summarized as follows:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2018		3,339,471		$	1.03		8.1	$	—
Cancelled		(1,536,304	)		0.57		—		—

Outstanding at March 31, 2019		1,803,167		$	1.03		7.2	$	—

Vested and expected to vest at March 31, 2019		1,766,323		$	1.41		7.2	$	—

Exercisable at March 31, 2019		1,723,797		$	1.37		7.1	$	—

As of March 31, 2019, the weighted average grant date fair value of vested options and options outstanding was $1.82.

Stock-Based Compensation Expense

The Company did not grant any stock options to employees during the three ended March 31, 2019 but did grant stock options to employees during the three months ended March 31, 2018. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the stock price, with the exception of those stock options that included a market condition. The Company estimates the fair value of stock options that include a market condition using a Monte-Carlo model. Stock options and restricted stock issued to non-board member, non-employees are accounted for using the fair value approach and are subject to periodic revaluation over their vesting terms.

Stock-based compensation expense amounted to $0.1 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively.

The allocation of stock-based compensation for all options granted and restricted stock awards is as follows:


	Three Months Ended March 31,
	2019			2018
	(in thousands)
Research and development	$	(38	)	$	96
General and administrative		145			307

Total stock-based compensation expense	$	107		$	403

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants and non-employee stock options grants for the three months ended March 31, 2018 were as follows:


	Three Months Ended March 31, 2018
	Employees			Non-employees
Risk-free interest rate		2.70	%		1.97	%
Expected volatility		88.2	%		74.0	%
Expected term (in years)		6.08			6.08
Expected dividend yield		0.0	%		0.0	%

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	9. INCOME TAXES Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. The Company recorded no income tax expense or benefit during the three months ended March 31, 2019 and 2018, due to a full valuation allowance recognized against its deferred tax assets. TAX REFORM On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into United States law. The TCJA includes a number of changes to existing tax law, including, among other things, a permanent reduction in the federal corporate income tax rate from 34% to 21%, effective as of January 1, 2018, as well as limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such net operating losses may be carried forward indefinitely). The tax rate change resulted in (i) a reduction in the gross amount of the Company’s deferred tax assets recorded as of December 31, 2017, without an impact on the net amount of its deferred tax assets, which are recorded with a full valuation allowance, and (ii) no income tax expense or benefit being recognized as of the enactment date of the TCJA. The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%.

Related Parties	3 Months Ended
Related Parties	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Parties	10. RELATED PARTIES Purpose, Co. In June 2012, the Company entered into an agreement with Purpose to amend its previous agreements. In the previous agreements, Purpose granted the Company a perpetual license to its patents related to its exogenous tissue processor which is used in the development of the Company’s products. In exchange, the Company granted Purpose a perpetual license to all of the Company’s biotechnology and biomaterial for use in Japan. The agreement provided for Purpose to manufacture and sell machinery to the Company for cost until the Company’s products become commercially viable. The Company also agreed to pay royalties on any third-party revenue generated using Purpose’s licensed technology. Under the June 2012 amendment, the Company received exclusive rights to all of Purpose’s technology related to the exogenous tissue processor, continued supply of exogenous tissue processors during the Company’s clinical trials, and rights to manufacture the exogenous tissue processors at any location the Company chooses. In exchange for such consideration, the Company named Purpose the sole manufacturer of equipment and also clarified the geographic territories of the exclusive license that Purpose was granted for use of the Company’s technology. In addition, the Company agreed to reimburse Purpose for $0.3 million of development costs on a next generation tissue processer. Refer to the discussion under Note 5, Commitments and Contingencies – License Agreements - Tissue Processor Sub-License. In May 2016, the Company acquired the development and commercialization rights to NeoCart for the Japanese market from Purpose. Under the terms of the amended agreement, the Company assumes sole responsibility for and rights to the development and commercialization of NeoCart in Japan. In exchange for the transfer of development and commercialization rights, the Company will pay a success-based milestone to Purpose upon conditional approval of NeoCart in Japan, as well as commercial milestones and a low single digit royalty on Japanese sales of NeoCart, upon full approval, if any, in Japan. The Company paid Purpose $0.1 million in each of the three months ended March 31, 2019 and 2018.

Restructuring	3 Months Ended
Restructuring	Mar. 31, 2019
Restructuring and Related Activities [Abstract]
Restructuring	11. RESTRUCTURING In connection with the aforementioned restructuring plans implemented in January 2019 and March 2019, the Company severed substantially all of its employees before March 31, 2019. The Company incurred a restructuring charge of approximately $2.8 million, of which $0.1 million remains unpaid at March 31, 2019. The restructuring charges were comprised solely of employee severance packages which included salary, healthcare benefits and guaranteed bonuses.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	12. SUBSEQUENT EVENTS On April 8, 2019, the Company and Ocugen announced entering into the Merger Agreement. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Company’s stockholders and Ocugen’s stockholders, a wholly-owned subsidiary of the Company will be merged with and into Ocugen, with Ocugen surviving the Merger as a wholly-owned subsidiary of the Company. The proposed Merger is structured as a stock-for-stock transaction whereby all of Ocugen’s outstanding shares of common stock and securities convertible into or exercisable for Ocugen’s common stock will be converted into the right to receive the Company’s common stock and securities convertible into or exercisable for the Company’s common stock. Under the exchange ratio formula in the Merger Agreement, the former Ocugen equity holders immediately before the Merger are expected to own approximately 90% of the outstanding capital stock of Histogenics, and the stockholders of Histogenics immediately before the Merger are expected to own approximately 10% of the outstanding capital stock of Histogenics, subject to certain adjustments as described in the Merger Agreement. If the proposed Merger is not completed and the Merger Agreement is terminated under certain circumstances, Histogenics or Ocugen may be required to pay the other party a termination fee of up to 600,000 or $700,000, respectively. Even if a termination fee is not payable in connection with a termination of the Merger Agreement, each of Histogenics and Ocugen will have incurred significant fees and expenses, which must be paid whether or not the Merger is completed. See Note 1, Nature of Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further discussion of the Merger. On April 30, 2019, the Company terminated its property lease in Waltham, Massachusetts and made a payment of $1.3 million to the landlord in connection with the termination. The Company expects to record a $0.5 million loss in connection with the settlement of the lease obligations in the second quarter of 2019. On May 8, 2019, the Company entered into an agreement with the landlord to terminate its property lease Lexington, Massachusetts effective as of June 30, 2019. In connection with the termination of this lease, the Company paid the landlord $0.3 million and agreed that the landlord shall retain the full amount of the security deposit of $0.1 million. In the event these premises are leased to a new tenant prior to June 30, 2019, the Company’s obligation to pay base rent, operating expenses and any other obligations due under the lease shall terminate as of the commencement of such new lease and such date shall be deemed to be the termination date. On May 8, 2019, the Company entered into an asset purchase agreement with Medavate Corp., a Colorado corporation (the “Asset Purchase Agreement”), pursuant to which the Company has agreed to sell substantially all of its assets relating to its NeoCart program, including, without limitation, intellectual property, business and license agreements and clinical trial data (the “Assets”) in return for a cash payment of $6.5 million. The closing of the sale of the Assets is subject to and conditioned upon the consummation of the planned merger with Ocugen following a vote of the Company’s stockholders approving such transaction as contemplated by the Merger Agreement made and entered as of April 5, 2019, by and among the Company, Restore Merger Sub, Inc. and Ocugen, Inc.

Nature of Business (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Accounting

Basis of Accounting

Recently Adopted Accounting Standards - Leases

Recently Adopted Accounting Standards - Leases

Fair Value Measurements

Fair Value Measurements

Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.


Description	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)
March 31, 2019
Assets:
Cash Equivalents
Money market funds	$	4,747	$	4,747	$	—	$	—

Liabilities:
Warrant liability	$	10	$	—	$	—	$	10

December 31, 2018
Assets:
Cash Equivalents
Money market funds	$	9,711	$	9,711	$	—	$	—

Liabilities:
Warrant liability	$	2,512	$	—	$	—	$	2,512

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs:


	March 31, 2019
	(in thousands)
Beginning balance, December 31, 2018	$	2,512
Exercise of warrants		(1,095	)
Change in fair value of warrant liability		(1,407	)

Ending balance	$	10

Cash and Cash Equivalents

Cash and Cash Equivalents

Revenue Recognition

Revenue Recognition

Collaboration Revenue

Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

License and Collaboration Arrangements

License and Collaboration Arrangements

MEDINET Co., Ltd.

Stock-Based Compensation

Stock-Based Compensation

Warrant Accounting

Warrant Accounting

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis


Description	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(in thousands)
March 31, 2019
Assets:
Cash Equivalents
Money market funds	$	4,747	$	4,747	$	—	$	—

Liabilities:
Warrant liability	$	10	$	—	$	—	$	10

December 31, 2018
Assets:
Cash Equivalents
Money market funds	$	9,711	$	9,711	$	—	$	—

Liabilities:
Warrant liability	$	2,512	$	—	$	—	$	2,512

Schedule of Reconciliation of Liabilities Measured at Fair Value

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs:


	March 31, 2019
	(in thousands)
Beginning balance, December 31, 2018	$	2,512
Exercise of warrants		(1,095	)
Change in fair value of warrant liability		(1,407	)

Ending balance	$	10

Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Common Share


	Three Months Ended March 31,
	2019			2018
	(In thousands, except share and per share data)
Numerator:
Net loss	$	(9,415	)	$	(14,833	)
Net loss attributable to Series A Preferred Stock (a)		(21	)		(463	)

Income attributable to common stockholders – basic and diluted	$	(9,394	)	$	(14,370	)

Denominator:
Weighted-average number of common shares used in loss per share – basic and diluted		80,484,113			27,670,118

Loss per share - basic and diluted	$	(0.12	)	$	(0.52	)

(a)	The Series A Preferred Stock participates in income and losses.

Schedule of Antidilutive Securitires Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
	2019		2018
Unvested restricted stock and options to purchase common stock		1,803,167		3,101,143
Series A Preferred Stock unconverted		177,996		622,987
Warrants exercisable into common stock		571,025		13,633,070

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:


	March 31,			December 31,
	2019			2018
	(in thousands)
Office equipment	$	233		$	266
Laboratory equipment		4,536			4,561
Leasehold improvements		5,383			5,504
Software		96			96

Total property and equipment		10,248			10,427
Less: accumulated depreciation		(10,113	)		(10,286	)

Property and equipment, net	$	135		$	141

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Supplemental Cash Flow Information Related to Leases

The following table contains supplemental cash flow information related to operating leases as of March 31, 2019.


	(in thousands)
Cash paid within operating cash flows	$	459
Right-of-use assets recognized in exchange for new lease obligations		—

Schedule of Supplemental Balance Sheet Information Related to Leases

The following table contains supplemental balance sheet information related to operating leases, as of March 31, 2019.


	(in thousands)
Other assets, net (Right-of-use assets)	$	6,426

Accrued lease liability, current		1,118
Accrued lease liability, long-term		6,918

Total lease liabilities	$	8,036

Weighted average remaining lease term		5.3 years
Weighted average discount rate		10	%

Schedule Of Maturities Of Operating Lease Liabilities

Maturities of the Company’s operating lease liabilities as of March 31, 2019 are summarized in the table below.


Year	Amount
	(in thousands)
2019	$	1,385
2020		1,892
2021		1,941
2022		1,991
2023		1,729
2024 and after		1,460

Total lease payments		10,398
Less: imputed interest		(2,362	)

Total operating lease liabilities	$	8,036

Warrants (Tables)

3 Months Ended

Mar. 31, 2019

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrants to Purchase Common Stock Outstanding

The Company has warrants to purchase its common stock outstanding as of March 31, 2019, as follows:

Issued

Classification

Warrants
Outstanding

Exercise
Price

Expiration

September 2016

Liability

508,714

2.25

November 2021

March 2015

Equity

3,699

9.75

March 2025

July 2014

Equity

6,566

7.99

July 2024

July 2012

Equity

52,046

0.01

July 2022

- 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.

+ References + Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Stock Option Activity Under the 2012 and 2013 Plans


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2018		3,339,471		$	1.03		8.1	$	—
Cancelled		(1,536,304	)		0.57		—		—

Outstanding at March 31, 2019		1,803,167		$	1.03		7.2	$	—

Vested and expected to vest at March 31, 2019		1,766,323		$	1.41		7.2	$	—

Exercisable at March 31, 2019		1,723,797		$	1.37		7.1	$	—

Summary of Stock-Based Compensation and Resricted stock awards

The allocation of stock-based compensation for all options granted and restricted stock awards is as follows:


	Three Months Ended March 31,
	2019			2018
	(in thousands)
Research and development	$	(38	)	$	96
General and administrative		145			307

Total stock-based compensation expense	$	107		$	403

Summary of Weighted-Average Assumptions Used in the Black-Scholes Option Pricing Model to Determine the Fair Value of the Employee Stock Option Grants


	Three Months Ended March 31, 2018
	Employees			Non-employees
Risk-free interest rate		2.70	%		1.97	%
Expected volatility		88.2	%		74.0	%
Expected term (in years)		6.08			6.08
Expected dividend yield		0.0	%		0.0	%

Nature of Business - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Nature Of Business And Basis Of Presentation [Line Items]
Percentage of Ownership before transaction	10.00%
Termination fees	$ 700
Liabilities obligation, termination fee	$ 300
Transfer of shares restriction period	180 days
Accumulated deficit	$ (226,245)	$ (216,830)
Ocugen [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Percentage of Ownership before transaction	90.00%
Termination fees	$ 600
Voting Agreement [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Percentage of Voting Interests Acquired	68.00%
Maximum [Member]
Nature Of Business And Basis Of Presentation [Line Items]
Percentage of Ownership before transaction	5.00%

Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Assets:
Money market funds, fair value	$ 4,747	$ 9,711
Liabilities:
Warrant liability, fair value	10	2,512
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Money market funds, fair value	4,747	9,711
Significant Unobservable Inputs (Level 3) [Member]
Liabilities:
Warrant liability, fair value	$ 10	$ 2,512

Summary of Significant Accounting Policies - Schedule of Reconciliation of Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrant liability	$ (1,407)	$ (8,753)
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	2,512
Exercise of warrants	(1,095)
Change in fair value of warrant liability	(1,407)
Ending balance	$ 10

Summary of Significant Accounting Policy - Additional Information (Detail) $ in Thousands, ¥ in Millions	1 Months Ended		3 Months Ended
	Mar. 31, 2019 USD ($)	Jan. 31, 2018 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2019 CNY (¥)	Mar. 31, 2019 CNY (¥)	Dec. 31, 2018 USD ($)	Mar. 31, 2018 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 137		$ 137			$ 100	$ 137
Deferred license agreement cost	800		800
Cost incurred related to license agreement			900
Deductions for aggregate write-downs			0
Asset Impairment Charges			750
MEDINET Co Ltd Member
Summary Of Significant Accounting Policies [Line Items]
Non-refundable upfront cash payment under license agreement		$ 10,000
Remaining performance obligations	10,000		10,000
Deferred revenue			10,000
Development milestone payments	2,900		2,900		¥ 330.0
Regulatory payments	$ 1,000		7,400	¥ 720.0
Commercial Milestones Payment			$ 64,100	¥ 7,300.0

Loss Per Common Share - Schedule of Basic and Diluted Loss Per Common Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Numerator:

Net loss

$ (9,415)

$ (14,833)

Net loss attributable to Series A Preferred Stock (a)

^[1]

(21)

(463)

Income attributable to common stockholders - basic and diluted

$ (9,394)

$ (14,370)

Denominator:

Weighted-average number of common shares used in loss per share - basic and diluted

80,484,113

27,670,118

Loss per share - basic and diluted

$ (0.12)

$ (0.52)

[1]	The Series A Preferred Stock participates in income and losses

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Loss Per Common Share - Schedule of Antidilutive Securities Excluded from computation of Earnings Per Share (Detail) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	177,996	622,987
Unvested Restricted Stock and Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	1,803,167	3,101,143
Warrants Exercisable into Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	571,025	13,633,070

Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 10,248	$ 10,427
Less: accumulated depreciation	(10,113)	(10,286)
Property and equipment, net	135	141
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	233	266
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	4,536	4,561
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	5,383	5,504
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 96	$ 96

Property and Equipment - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 6,000	$ 172,000
Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 100,000	$ 200,000

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2012	Mar. 31, 2019	Mar. 31, 2018
Loss Contingencies [Line Items]
Rent expense under operating lease agreements		$ 400	$ 400
Operating Lease expense		400
Variable executory cost		300
Research and development expense		1,583	$ 3,286
Tissue Processor Sub License Agreement [Member]
Loss Contingencies [Line Items]
Research and development expense		700
Reimbursement for development cost	$ 300
Additional non-refundable royalty fee		$ 30
Additional non-refundable royalty fee payment description		2016 through 2019
Potential milestone payment		$ 10,200
Minimum [Member] \| Tissue Processor Sub License Agreement [Member]
Loss Contingencies [Line Items]
Additional non-refundable royalty fee		20
Hydrogel License Agreement [Member]
Loss Contingencies [Line Items]
Research and development expense		3,200
Amount to be paid upon FDA approval		3,000
Tissue Regeneration License Agreement [Member]
Loss Contingencies [Line Items]
Research and development expense		800
Amount to be paid upon FDA approval		$ 300
Percentage of royalty offsetting		50.00%
Tissue Regeneration License Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Non-refundable royalty fee		$ 10

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Cash paid within operating cash flows	$ 459
Right-of-use assets recognized in exchange for new lease obligations	$ 0

Commitment and Contingencies - Schedule Of Supplemental Balance Sheet Information Related To Leases (Detail) $ in Thousands	Mar. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Other assets, net (Right-of-use assets)	$ 6,426
Accrued lease liability, current	1,118
Accrued lease liability, long-term	6,918
Total operating lease liabilities	$ 8,036
Weighted average remaining lease term	5 years 3 months 18 days
Weighted average discount rate	10.00%

Commitment and Contingencies - Schedule of Operating Lease Liabilities (Detail) $ in Thousands	Mar. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 1,385
2020	1,892
2021	1,941
2022	1,991
2023	1,729
2024 and after	1,460
Total lease payments	10,398
Total lease payments	10,398
Less: imputed interest	(2,362)
Total operating lease liabilities	$ 8,036

Capital Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended
	Oct. 31, 2018	Jan. 31, 2018	Sep. 30, 2016	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Minimum percentage of outstanding common stock				50.00%
Fair value of warrants				$ 8,400
Proceeds from Warrant Exercises				$ 326
Proceeds from issuance of common stock					$ 5,732
Convertible preferred stock, shares outstanding				400		400
Preferred stock par value				$ 0.01		$ 0.01
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued		2,691,494			2,691,494
Common stock price per share		$ 2.35
Proceeds from issuance of common stock		$ 5,700
Private Placement [Member]
Class of Stock [Line Items]
Class of Warrants or right to purchase common stock			13,333,334
Common stock price per share			$ 2.25
Class of Warrants or right to purchase common stock, exercise price			$ 2.25
Minimum percentage of outstanding common stock				50.00%
Fair value of warrants				$ 30,700
Gross proceeds from issuance of common stock, preferred stock and warrants			$ 30,000
Proceeds from issuance of common stock, preferred stock and warrants, net of issuance costs			$ 27,600
Conversion of preferred stock in to common stock, preferred stock converted			10,737,275	444.44
Warrants granted to placement agent			133,333
Warrants granted to placement agent,exercise price			$ 2.25
Warrants expiry period				5 years
Warrants exercisable period				6 months
Preferred stock par value				$ 0.01
Private Placement [Member] \| Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued			24,158.8693
Convertible preferred stock, shares outstanding				400.4910
Private Placement [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued			2,596,059
Private Placement [Member] \| Common Stock [Member] \| Series A Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of preferred stock in to common stock, preferred stock converted				177,996
The Equity Distribution Agreement [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued				0	0
Underwritten Public Offering [Member]
Class of Stock [Line Items]
Class of Warrants or right to purchase common stock	19,616,250
Gross proceeds from offering, before deducting underwriting discounts and commissions and offering expenses	$ 17,000
Class of Warrants or right to purchase common stock, exercise price	$ 0.70
Warrants exercisable term	5 years
Underwritten Public Offering [Member] \| Common Stock And Warrants [Member]
Class of Stock [Line Items]
Common stock price per share	$ 0.65
Underwritten Public Offering [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued	26,155,000
Maximum [Member] \| The Equity Distribution Agreement [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Aggregate offering price of shares					$ 10,000
Members of Board of Directors [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Class of Warrants or right to purchase common stock				1,422,221
Class of Warrants or right to purchase common stock, exercise price				$ 2.25
Members of Board of Directors [Member] \| Private Placement [Member] \| Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued				2,563.1439
Members of Board of Directors [Member] \| Private Placement [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued				283,046
Two Thousand Eighteen Warrants [Member]
Class of Stock [Line Items]
Class of Warrants or right to purchase common stock, exercise price				$ 0.70
Warrant reduced exercise price				$ 0.01
Proceeds from Warrant Exercises				$ 200
Two Thousand Sixteen Warrants [Member]
Class of Stock [Line Items]
Class of Warrants or right to purchase common stock				508,714
Class of Warrants or right to purchase common stock, exercise price				$ 2.25
Warrant reduced exercise price				$ 0.01
Proceeds from Warrant Exercises				$ 100

Warrants - Schedule of Warrants to Purchase Common Stock Outstanding (Detail)	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Warrants Issued September 2016 [Member]
Class of Warrant or Right [Line Items]
Issued	2016-09
Warrants Outstanding,shares \| shares	508,714
Exercise Price \| $ / shares	$ 2.25
Expiration	2021-11
Warrants Issued March 2015 [Member]
Class of Warrant or Right [Line Items]
Issued	2015-03
Warrants Outstanding,shares \| shares	3,699
Exercise Price \| $ / shares	$ 9.75
Expiration	2025-03
Warrants Issued July 2014 [Member]
Class of Warrant or Right [Line Items]
Issued	2014-07
Warrants Outstanding,shares \| shares	6,566
Exercise Price \| $ / shares	$ 7.99
Expiration	2024-07
Warrants Issued July 2012 [Member]
Class of Warrant or Right [Line Items]
Issued	2012-07
Warrants Outstanding,shares \| shares	52,046
Exercise Price \| $ / shares	$ 0.01
Expiration	2022-07

Stock-Based Compensation - Summary of Stock Option Activity Under the 2012 and 2013 Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of Options, Outstanding Beginning Balance	3,339,471
Number of Options, Cancelled	(1,536,304)
Number of Options, Outstanding Ending Balance	1,803,167	3,339,471
Number of Options, Vested and expected to vest outstanding	1,766,323
Number of Options, Exercisable	1,723,797
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 1.03
Weighted Average Exercise Price, Cancelled	0.57
Weighted Average Exercise Price, Outstanding Ending Balance	1.03
Weighted Average Exercise Price, Vested and expected to vest outstanding	1.41
Weighted Average Exercise Price, Exercisable	$ 1.37
Weighted Average Remaining Contractual Term, Outstanding	7 years 2 months 12 days	8 years 1 month 6 days
Weighted Average Remaining Contractual Term, Vested and expected to vest outstanding	7 years 2 months 12 days
Weighted Average Remaining Contractual Term, Exercisable	7 years 1 month 6 days
Aggregate Intrinsic Value, Outstanding	$ 0	$ 0
Aggregate Intrinsic Value ,Vested and expected to vest outstanding	0
Aggregate Intrinsic Value, Exercisable	$ 0

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 31, 2019	Mar. 31, 2019	Mar. 31, 2018
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Weighted average grant date fair value of vested options	$ 1.82
Weighted average grant date fair value of options outstanding	$ 1.82	$ 1.82
Stock-based compensation expense		$ 107	$ 403
Employees [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock options granted		0

Stock-Based Compensation - Summary of Stock-Based Compensation (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 107	$ 403
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	(38)	96
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 145	$ 307

Stock-Based Compensation - Summary of Stock-Based Compensation - Summary of Weighted-Average Assumptions Used in the Black-Scholes Option Pricing Model to Determine the Fair Value of the Employee Stock Option Grants (Detail)	3 Months Ended
	Mar. 31, 2018
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Risk-free interest rate	2.70%
Expected volatility	88.20%
Expected term (in years)	6 years 29 days
Expected dividend yield	0.00%
Non Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Risk-free interest rate	1.97%
Expected volatility	74.00%
Expected term (in years)	6 years 29 days
Expected dividend yield	0.00%

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income tax expense or benefit	$ 0	$ 0
Federal corporate income tax rate	21.00%		34.00%
Tax cuts and jobs act of 2017, deduction for net operating losses percentage of taxable income			80.00%

Related Party - Additional Information (Detail) - Purpose, Co. [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jun. 30, 2012
Reimbursement for development cost, amount			$ 0.3
Reimbursement for development cost, paid	$ 0.1	$ 0.1

Restructuring - Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring Charges	$ 2,789
Restructuring Reserve	$ 100

Subsequent Events - Additional Information (Detail) - USD ($)			3 Months Ended
	May 08, 2019	Apr. 08, 2019	Jun. 30, 2019	Apr. 30, 2019	Mar. 31, 2019
Restructuring Cost and Reserve [Line Items]
Termination fees					$ 700,000
Scenario, Forecast [Member]
Restructuring Cost and Reserve [Line Items]
Loss on settlement of lease obligation			$ (500,000)
Ocugen [Member]
Restructuring Cost and Reserve [Line Items]
Termination fees					$ 600,000
Subsequent Event [Member]
Restructuring Cost and Reserve [Line Items]
Payment on lease termination	$ 300,000			$ 1,300,000
Security deposit	100,000
Subsequent Event [Member] \| Medavate Corp [Member]
Restructuring Cost and Reserve [Line Items]
Cash paid to purchase assets	$ 6,500,000
Subsequent Event [Member] \| Ocugen [Member] \| Before Merger [Member]
Restructuring Cost and Reserve [Line Items]
Percentage of ownership prior to merger		90.00%
Subsequent Event [Member] \| Ocugen [Member] \| Before Merger [Member] \| Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Termination fees		$ 600,000
Subsequent Event [Member] \| Ocugen [Member] \| After Merger [Member]
Restructuring Cost and Reserve [Line Items]
Stock percentage of ownership prior merger		10.00%
Subsequent Event [Member] \| Ocugen [Member] \| After Merger [Member] \| Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Termination fees		$ 700,000