Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 04, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TG THERAPEUTICS, INC. | |
Entity Central Index Key | 1,001,316 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TGTX | |
Entity Common Stock, Shares Outstanding | 52,547,286 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 60,300,086 | $ 55,713,784 |
Short-term investment securities | 31,765,910 | 23,062,034 |
Interest receivable | 190,313 | 85,516 |
Prepaid research and development | 10,921,958 | 6,179,743 |
Other current assets | 548,776 | 173,952 |
Total current assets | 103,727,043 | 85,215,029 |
Restricted cash | 577,110 | 575,012 |
Long-term investment securities | 18,311,340 | 0 |
Equipment, net | 34,833 | 20,357 |
Goodwill | 799,391 | 799,391 |
Other assets | 155,564 | 137,101 |
Total assets | 123,605,281 | 86,746,890 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,254,189 | 3,991,625 |
Accrued compensation | 506,000 | 702,000 |
Current portion of deferred revenue | 152,381 | 152,381 |
Notes payable | 295,360 | 275,190 |
Total current liabilities | 9,207,930 | 5,121,196 |
Deferred revenue, net of current portion | 1,447,619 | 1,523,810 |
Total liabilities | $ 10,655,549 | $ 6,645,006 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.001 par value per share (10,000,000 shares authorized, none issued and outstanding as of June 30, 2015 and December 31, 2014) | $ 0 | $ 0 |
Common stock, $0.001 par value per share (150,000,000 shares authorized, 51,697,864 and 44,974,248 shares issued, 51,656,555 and 44,932,939 shares outstanding at June 30, 2015 and December 31, 2014, respectively) | 51,698 | 44,974 |
Contingently issuable shares | 6 | 6 |
Additional paid-in capital | 239,998,563 | 175,476,521 |
Treasury stock, at cost | (234,337) | (234,337) |
Accumulated deficit | (126,866,198) | (95,185,280) |
Total equity | 112,949,732 | 80,101,884 |
Total liabilities and equity | $ 123,605,281 | $ 86,746,890 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 51,697,864 | 44,974,248 |
Common stock, shares outstanding | 51,656,555 | 44,932,939 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
License revenue | $ 38,095 | $ 38,095 | $ 76,190 | $ 76,190 |
Research and development: | ||||
Noncash stock expense associated with in- licensing agreement | 0 | 1,211,250 | 0 | 1,211,250 |
Noncash compensation | 1,359,446 | 3,300,111 | 2,697,354 | 5,201,721 |
Other research and development | 9,902,214 | 2,336,771 | 18,181,645 | 4,845,029 |
Total research and development | 11,261,660 | 6,848,132 | 20,878,999 | 11,258,000 |
General and administrative: | ||||
Noncash compensation | 4,883,540 | 4,438,735 | 8,902,660 | 6,768,563 |
Other general and administrative | 1,004,475 | 706,725 | 2,008,962 | 1,610,249 |
Total general and administrative | 5,888,015 | 5,145,460 | 10,911,622 | 8,378,812 |
Total costs and expenses | 17,149,675 | 11,993,592 | 31,790,621 | 19,636,812 |
Operating loss | (17,111,580) | (11,955,497) | (31,714,431) | (19,560,622) |
Other (income) expense: | ||||
Interest income | (31,551) | (12,727) | (53,683) | (26,201) |
Other income | 0 | 0 | 0 | (95,427) |
Interest expense | 246,526 | 234,787 | 484,183 | 461,127 |
Change in fair value of notes payable | (223,372) | (191,127) | (464,013) | (366,442) |
Total other (income) expense | (8,397) | 30,933 | (33,513) | (26,943) |
Net loss | $ (17,103,183) | $ (11,986,430) | $ (31,680,918) | $ (19,533,679) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.38) | $ (0.36) | $ (0.73) | $ (0.62) |
Weighted average shares used in computing basic and diluted net loss per common share (in shares) | 45,320,637 | 32,985,130 | 43,216,385 | 31,546,060 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Equity - 6 months ended Jun. 30, 2015 - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Contingently Issuable Shares [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2014 | $ 80,101,884 | $ 0 | $ 44,974 | $ 6 | $ 175,476,521 | $ (234,337) | $ (95,185,280) |
Balance (in shares) at Dec. 31, 2014 | 0 | 44,974,248 | 41,309 | ||||
Issuance of common stock in connection with exercise of warrants | 992,644 | $ 2,915 | 989,729 | ||||
Issuance of common stock in connection with exercise of warrants (in shares) | 2,914,703 | ||||||
Issuance of common stock in connection with cashless exercise of warrants | 0 | $ 3 | (3) | ||||
Issuance of common stock in connection with cashless exercise of warrants (in shares) | 2,915 | ||||||
Issuance of restricted stock | 0 | $ 471 | (471) | ||||
Issuance of restricted stock (in shares) | 471,592 | ||||||
Forfeiture of restricted stock | 0 | $ (1) | 1 | ||||
Forfeiture of restricted stock (in shares) | (1,166) | ||||||
Issuance of common stock to affiliate for cash (See Note 8) | 750,003 | $ 115 | 749,888 | ||||
Issuance of common stock to affiliate for cash (See Note 8) (in shares) | 114,855 | ||||||
Issuance of common stock in At the Market offering (net of offering costs of $965,188) | 51,186,105 | $ 3,221 | 51,182,884 | ||||
Issuance of common stock in At the Market offering (net of offering costs of $965,188) (in shares) | 3,220,717 | ||||||
Compensation in respect of restricted stock granted to employees, directors and consultants | 11,600,014 | 11,600,014 | |||||
Net loss | (31,680,918) | (31,680,918) | |||||
Balance at Jun. 30, 2015 | $ 112,949,732 | $ 0 | $ 51,698 | $ 6 | $ 239,998,563 | $ (234,337) | $ (126,866,198) |
Balance (in shares) at Jun. 30, 2015 | 0 | 51,697,864 | 41,309 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Equity [Parenthetical] | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Payments of Stock Issuance Costs | $ 965,188 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (31,680,918) | $ (19,533,679) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Gain on settlement of notes payable | 0 | (95,427) |
Noncash stock compensation expense | 11,600,014 | 11,970,284 |
Noncash stock expense associated with in-licensing agreement | 0 | 1,211,250 |
Depreciation | 5,805 | 1,558 |
Amortization of premium on investment securities | 205,409 | 66,943 |
Change in fair value of notes payable | 20,170 | 94,685 |
Changes in assets and liabilities: | ||
Increase in restricted cash | (2,098) | 0 |
Increase in other current assets | (5,117,040) | (2,383,969) |
Increase in accrued interest receivable | (104,797) | (47,513) |
Increase in other assets | 0 | (13,244) |
Increase (decrease) in accounts payable and accrued expenses | 4,018,767 | (3,002,113) |
Decrease in interest payable | 0 | (94,590) |
Decrease in deferred revenue | (76,191) | (76,191) |
Net cash used in operating activities | (21,130,879) | (11,902,006) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of equipment | (20,280) | (3,165) |
Investment in held-to-maturity long-term securities | (18,324,355) | (6,127,539) |
Investment in held-to-maturity short-term securities | (16,746,270) | (3,090,469) |
Proceeds from maturity of short-term securities | 7,850,000 | 0 |
Net cash used in investing activities | (27,240,905) | (9,221,173) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the exercise of warrants | 992,644 | 1,602,060 |
Payment of notes payable | 0 | (677,778) |
Proceeds from sale of common stock, net | 51,984,879 | 16,791,408 |
Deferred financing costs paid | (19,437) | 0 |
Net cash provided by financing activities | 52,958,086 | 17,715,690 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,586,302 | (3,407,489) |
Cash and cash equivalents at beginning of period | 55,713,784 | 40,485,466 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 60,300,086 | 37,077,977 |
NONCASH TRANSACTIONS | ||
Accrued financing costs | 47,797 | 0 |
Reclassification of deferred financing costs to additional paid-in capital | $ (48,771) | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES We are a biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell malignancies and autoimmune diseases. Currently, the Company is developing two therapies targeting hematologic malignancies. TG-1101 (ublituximab) is a novel, glycoengineered monoclonal antibody that targets a specific and unique epitope on the CD20 antigen found on mature B-lymphocytes. We are also developing TGR-1202, an orally available PI3K delta inhibitor. The delta isoform of PI3K is strongly expressed in cells of hematopoietic origin and is believed to be important in the proliferation and survival of B-lymphocytes. Both TG-1101 and TGR-1202 are in clinical development for patients with hematologic malignancies. The Company also has pre-clinical programs seeking to develop IRAK4 (interleukin-1 receptor-associated kinase 4) inhibitors and anti-PD-L1 and anti-GITR antibodies. We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. To date, we have not received approval for the sale of any of our drug candidates in any market and, therefore, have not generated any product sales from our drug candidates. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. The accompanying December 31, 2014 balance sheet has been derived from these statements. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. 126,866,198 Our major sources of cash have been proceeds from the private placement and public offering of equity securities. We have not yet commercialized any of our drug candidates and cannot be sure if we will ever be able to do so. Even if we commercialize one or more of our drug candidates, we may not become profitable. Our ability to achieve profitability depends on many factors, including our ability to obtain regulatory approval for our drug candidates; successfully complete any post-approval regulatory obligations; and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates. As of June 30, 2015, we had approximately $ 110.6 24 Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.” In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a Company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for us beginning in fiscal 2018. We are currently evaluating the impact of this update on our consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial StatementsGoing Concern, which requires that management of an entity should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued. This update will become effective beginning January 1, 2017, with early adoption permitted. The provisions of this standard are not expected to significantly impact the Company. Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period. Actual results could differ from those estimates. Such differences could be material to the consolidated financial statements. We treat liquid investments with original maturities of three months or less We record cash pledged or held in trust as restricted cash. As of June 30, 2015, we have approximately $ 0.6 Investment securities at June 30, 2015 and December 31, 2014 consist of short-term and long-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other (income) expense, net. Dividend and interest income are recognized when earned. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and short-term investments. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally-insured limits. We recognize license revenue in accordance with the revenue recognition guidance of the FASB Accounting Standards Codification, or Codification. We analyze each element of our licensing agreement to determine the appropriate revenue recognition. The terms of the license agreement may include payments to us of non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. We recognize revenue from upfront payments over the period of significant involvement under the related agreements unless the fee is in exchange for products delivered or services rendered that represent the culmination of a separate earnings process and no further performance obligation exists under the contract. We recognize milestone payments as revenue upon the achievement of specified milestones only if (1) the milestone payment is non-refundable, (2) substantive effort is involved in achieving the milestone, (3) the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (4) the milestone is at risk for both parties. If any of these conditions are not met, we defer the milestone payment and recognize it as revenue over the estimated period of performance under the contract. Generally, research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to external clinical research organizations, or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued liability balance and expense in any accounting period. We review and accrue CRO expenses and clinical trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these contracts may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created. We, and our subsidiaries, file income tax returns in the U.S. Federal jurisdiction and in various states. We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. We recognize interest and penalties related to uncertain income tax positions in income tax expense. We recognize all share-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based payments to consultants and other third-parties (including related parties), noncash compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties (including related parties) are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date. Basic net loss per share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The amounts of potentially dilutive securities excluded from the calculation were 5,668,134 9,702,633 Long-lived assets are reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. Goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 6 Months Ended |
Jun. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents Disclosure [Text Block] | NOTE 2 CASH AND CASH EQUIVALENTS June 30, 2015 December 31, 2014 Money market funds $ 5,267,687 $ 12,364,537 Checking and bank deposits 55,032,399 43,349,247 Total $ 60,300,086 $ 55,713,784 |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 3 INVESTMENT SECURITIES We record our investments as either held-to-maturity or available-for-sale. Held-to-maturity investments are recorded at amortized cost. June 30, 2015 Amortized cost, as adjusted Gross unrealized Gross unrealized holding losses Estimated fair value Short-term investments: Obligations of domestic governmental agencies (maturing between July 2015 and June 2016) (held-to-maturity) $ 31,765,910 $ 6,781 $ 1,326 $ 31,771,365 Long-term investments: Obligations of domestic governmental agencies (maturing between July 2016 and June 2017) (held-to-maturity) 18,311,340 17,165 470 18,328,035 Total short-term and long-term investment securities $ 50,077,250 $ 23,946 $ 1,796 $ 50,099,400 December 31, 2014 Amortized cost, as adjusted Gross unrealized holding gains Gross unrealized holding losses Estimated fair value Short-term investments: Obligations of domestic governmental agencies (maturing between January 2015 and December 2015) (held-to-maturity) $ 23,062,034 $ 922 $ 5,806 $ 23,057,150 Total short-term investment securities $ 23,062,034 $ 922 $ 5,806 $ 23,057,150 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 4 FAIR VALUE MEASUREMENTS We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements. The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: · Level 1 quoted prices in active markets for identical assets and liabilities; · Level 2 inputs other than Level 1 quoted prices that are directly or indirectly observable; and · Level 3 unobservable inputs that are not corroborated by market data. As of June 30, 2015 and December 31, 2014, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, current portion approximate their carrying value. At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc. (“Manhattan”)) with Ariston Pharmaceuticals, Inc. (“Ariston”) in March 2010, Ariston issued $ 15,452,793 5 1,125 50 The cumulative liability including accrued and unpaid interest of the 5% Notes was approximately $ 19.5 20.0 In December 2011 we elected the fair value option for valuing the 5% Notes. The fair value option was elected in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments. As of December 31, 2013, as a result of expiring intellectual property rights and other factors, it was determined that net product cash flows from AST-726 were unlikely. As we have no other obligations under the 5 5 Financial liabilities at fair value Level 1 Level 2 Level 3 Total 5% Notes $ $ $ 295,360 $ 295,360 Totals $ $ $ 295,360 $ 295,360 Financial liabilities at fair value Level 1 Level 2 Level 3 Total 5% Notes $ $ $ 275,190 $ 275,190 Totals $ $ $ 275,190 $ 275,190 The Level 3 amounts above represent the fair value of the 5% Notes and related accrued interest. Fair value at December 31, 2014 $ 275,190 Interest accrued on face value of 5% Notes 484,183 Change in fair value of Level 3 liabilities (464,013) Fair value at June 30, 2015 $ 295,360 The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying condensed consolidated statements of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Shareholders Equity and Share-based Payments [Text Block] | NOTE 5 - STOCKHOLDERS’ EQUITY Preferred Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 0.001 issuable in one or more series. Upon issuance, we can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Common Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 0.001 In December 2014, we filed a shelf registration statement on Form S-3 (the “2015 S-3”), which was declared effective in January 2015. Under the 2015 S-3, the Company may sell up to a total of $ 250 75.0 3.0 During the six months ended June 30, 2015, we sold a total of 3,220,717 52.2 16.19 51.2 From July 1, 2015 through August 6, 2015, we sold an aggregate of 873,781 16.1 18.38 15.8 We currently have two shelf registration statements on Form S-3 filed and declared effective by the SEC (File No. 333-189015 and File No. 333-201339). After deducting shares already sold, approximately $ 248.3 Equity Incentive Plans An amendment to the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (“2012 Incentive Plan”) was approved by stockholders in June 2015. Pursuant to this amendment, 6,000,000 5,655,574 Stock Options Number Weighted- Weighted- Aggregate (in years) Outstanding at December 31, 2014 194 $ 971.70 3.50 $ Granted Exercised Forfeited Expired (42) 2,811.53 Outstanding at June 30, 2015 152 $ 463.32 3.97 $ Exercisable at June 30, 2015 152 $ 463.32 3.97 $ As of June 30, 2015, there are no unvested option awards and no unrecognized compensation cost related to option awards. Restricted Stock Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. Number of Shares Weighted Average Outstanding at December 31, 2014 6,400,001 $ 5.86 Granted 471,592 16.03 Vested (813,997) 4.99 Forfeited (1,166) 10.53 Outstanding at June 30, 2015 6,056,430 $ 6.77 Total expense associated with restricted stock grants was approximately $ 11.6 21.0 2.2 1,863,167 Warrants Warrants Weighted- Aggregate Outstanding at December 31, 2014 4,148,228 $ 0.94 $ 61,792,184 Issued Exercised (2,918,115) 0.34 Expired (11,364) 2.25 Outstanding at June 30, 2015 1,218,749 $ 2.37 $ 17,327,944 Stock-Based Compensation The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model. The expected term of options granted is derived from historical data and the expected vesting period. Expected volatility is based on the historical volatility of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. We have assumed no expected dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future. We did not grant any stock options during the six months ended June 30, 2015 and 2014. Three months ended Six months ended Stock-based compensation expense associated with restricted stock $ 6,242,986 $ 11,600,014 Stock-based compensation expense associated with option grants $ 6,242,986 $ 11,600,014 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 NOTES PAYABLE June 30, 2015 December 31, 2014 Current portion, net Non-current Total Current portion, net Non-current Total Convertible 5% Notes Payable $ 295,360 $ - $ 295,360 $ 275,190 $ - $ 275,190 Total $ 295,360 $ - $ 295,360 $ 275,190 $ - $ 275,190 Convertible 5% Notes Payable On March 8, 2010, Manhattan entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Manhattan, Ariston and Ariston Merger Corp., a Delaware corporation and wholly-owned subsidiary of Manhattan (the “Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, on March 8, 2010, the Merger Sub merged with and into Ariston (the “Merger”), with Ariston being the surviving corporation of the Merger. As a result of the Merger, Ariston became a wholly-owned subsidiary of Manhattan. The 5 1,125 50 We have no obligation under the 5% Notes aside from a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and b) the conversion feature, discussed above. March 8, 2015 The cumulative liability including accrued and unpaid interest of these notes was approximately $ 20.0 19.5 In December 2011 we elected the fair value option for valuing the 5% Notes. The fair value option was elected in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments (See Note 4 for further details). |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
License Agreement [Abstract] | |
License Agreement Disclosure [Text Block] | NOTE 7 LICENSE AGREEMENTS Anti-PD-L1 and anti-GITR On March 3, 2015, we entered into a Global Collaboration Agreement (the “Collaboration”) with Checkpoint Therapeutics, Inc. (“Checkpoint”), a subsidiary of Fortress Biotech, Inc. (“Fortress”), a related party, for the development and commercialization of Checkpoint’s anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies. Checkpoint retains the rights to develop and commercialize these antibodies in solid tumors. Under the terms of the Collaboration, we made an up-front payment of $ 500,000 164 Michael Weiss, our Executive Chairman, Interim CEO and President is also the Executive Vice Chairman of Fortress and the Executive Chairman of Checkpoint (See Note 8). TG-1101 In November 2012, we entered into an exclusive (within the territory) sublicense agreement with Ildong relating to the development and commercialization of TG-1101 in South Korea and Southeast Asia. Under the terms of the sublicense agreement, Ildong has been granted a royalty bearing, exclusive right, including the right to grant sublicenses, to develop and commercialize TG-1101 in South Korea, Taiwan, Singapore, Indonesia, Malaysia, Thailand, Philippines, Vietnam, and Myanmar. An upfront payment of $ 2,000,000 net of $ 330,000 license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated 76,000 1.6 1.7 2,000,000 152,000 We may receive up to an additional $ 5.0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 RELATED PARTY TRANSACTIONS LFB Biotechnologies On January 30, 2012, we entered into an exclusive license agreement with LFB Biotechnologies, GTC Biotherapeutics and LFB/GTC LLC, all wholly-owned subsidiaries of LFB Group, relating to the development of ublituximab (the “LFB License Agreement”). In connection with the LFB License Agreement, LFB Group was issued 5,000,000 2,500,000 0.001 10 In connection with the LFB License Agreement, LFB maintained the right to purchase at least $ 750,000 114,855 6.53 750,000 2,500,000 0.001 Under the terms of the LFB License Agreement, we utilize LFB Group for certain development and manufacturing services. We incurred approximately $ 2.3 183,000 June 30 1.8 52,000 5,707,223 1,886,518 Other Parties In March 2014, we entered into a shared services agreement with Opus Point Partners Management, LLC (“Opus”) in which the parties agreed to share the costs of a rented facility and certain other services. Our Executive Chairman and Interim Chief Executive Officer, is a Managing Member of Opus. During the six months ended June 30, 2015, we incurred expenses of approximately $ 116,000 37,000 As discussed in Note 7 above, with regard to the Collaboration with Checkpoint, Our Executive Chairman and Interim Chief Executive Officer is also the Executive Vice Chairman of Fortress and the Executive Chairman of Checkpoint. In addition, Mr. Weiss holds equity interests in TG, Fortress and Checkpoint. Therefore, Mr. Weiss will derive an indirect benefit from the Collaboration through Fortress and our share of the Collaboration. On October 3, 2014, we entered into a Desk Space Agreement (the “Desk Agreement”) with Fortress, to occupy approximately 40 1.1 . In connection with the Desk Agreement, we paid $ 80,000 0.6 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 SUBSEQUENT EVENTS From July 1, 2015 through August 6, 2015, we sold an aggregate of 873,781 16.1 18.38 15.8 |
ORGANIZATION AND SUMMARY OF S17
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Business Description [Policy Text Block] | Description of Business We are a biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell malignancies and autoimmune diseases. Currently, the Company is developing two therapies targeting hematologic malignancies. TG-1101 (ublituximab) is a novel, glycoengineered monoclonal antibody that targets a specific and unique epitope on the CD20 antigen found on mature B-lymphocytes. We are also developing TGR-1202, an orally available PI3K delta inhibitor. The delta isoform of PI3K is strongly expressed in cells of hematopoietic origin and is believed to be important in the proliferation and survival of B-lymphocytes. Both TG-1101 and TGR-1202 are in clinical development for patients with hematologic malignancies. The Company also has pre-clinical programs seeking to develop IRAK4 (interleukin-1 receptor-associated kinase 4) inhibitors and anti-PD-L1 and anti-GITR antibodies. We also actively evaluate complementary products, technologies and companies for in-licensing, partnership, acquisition and/or investment opportunities. To date, we have not received approval for the sale of any of our drug candidates in any market and, therefore, have not generated any product sales from our drug candidates. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the condensed consolidated financial statements have been included. Nevertheless, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. The accompanying December 31, 2014 balance sheet has been derived from these statements. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. |
Liquidity Disclosure [Policy Text Block] | Liquidity and Capital Resources 126,866,198 Our major sources of cash have been proceeds from the private placement and public offering of equity securities. We have not yet commercialized any of our drug candidates and cannot be sure if we will ever be able to do so. Even if we commercialize one or more of our drug candidates, we may not become profitable. Our ability to achieve profitability depends on many factors, including our ability to obtain regulatory approval for our drug candidates; successfully complete any post-approval regulatory obligations; and successfully commercialize our drug candidates alone or in partnership. We may continue to incur substantial operating losses even if we begin to generate revenues from our drug candidates. As of June 30, 2015, we had approximately $ 110.6 24 Our common stock is listed on the Nasdaq Capital Market and trades under the symbol “TGTX.” |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a Company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for us beginning in fiscal 2018. We are currently evaluating the impact of this update on our consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial StatementsGoing Concern, which requires that management of an entity should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued. This update will become effective beginning January 1, 2017, with early adoption permitted. The provisions of this standard are not expected to significantly impact the Company. Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the applicable reporting period. Actual results could differ from those estimates. Such differences could be material to the consolidated financial statements. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents We treat liquid investments with original maturities of three months or less |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash We record cash pledged or held in trust as restricted cash. As of June 30, 2015, we have approximately $ 0.6 |
Marketable Securities, Policy [Policy Text Block] | Investment Securities Investment securities at June 30, 2015 and December 31, 2014 consist of short-term and long-term government securities. We classify these securities as held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. A decline in the market value of any investment security below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value. The impairment is charged to operations and a new cost basis for the security is established. Other-than-temporary impairment charges are included in interest and other (income) expense, net. Dividend and interest income are recognized when earned. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and short-term investments. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally-insured limits. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition We recognize license revenue in accordance with the revenue recognition guidance of the FASB Accounting Standards Codification, or Codification. We analyze each element of our licensing agreement to determine the appropriate revenue recognition. The terms of the license agreement may include payments to us of non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. We recognize revenue from upfront payments over the period of significant involvement under the related agreements unless the fee is in exchange for products delivered or services rendered that represent the culmination of a separate earnings process and no further performance obligation exists under the contract. We recognize milestone payments as revenue upon the achievement of specified milestones only if (1) the milestone payment is non-refundable, (2) substantive effort is involved in achieving the milestone, (3) the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone, and (4) the milestone is at risk for both parties. If any of these conditions are not met, we defer the milestone payment and recognize it as revenue over the estimated period of performance under the contract. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Generally, research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. We make estimates of costs incurred in relation to external clinical research organizations, or CROs, and clinical site costs. We analyze the progress of clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Significant judgments and estimates must be made and used in determining the accrued liability balance and expense in any accounting period. We review and accrue CRO expenses and clinical trial study expenses based on work performed and rely upon estimates of those costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these contracts may be uneven, and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. If the likelihood of realizing the deferred tax assets or liability is less than “more likely than not,” a valuation allowance is then created. We, and our subsidiaries, file income tax returns in the U.S. Federal jurisdiction and in various states. We have tax net operating loss carryforwards that are subject to examination for a number of years beyond the year in which they were generated for tax purposes. Since a portion of these net operating loss carryforwards may be utilized in the future, many of these net operating loss carryforwards will remain subject to examination. We recognize interest and penalties related to uncertain income tax positions in income tax expense. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation We recognize all share-based payments to employees and non-employee directors (as compensation for service) as noncash compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based payments to consultants and other third-parties (including related parties), noncash compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties (including related parties) are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Loss Per Common Share Basic net loss per share of our common stock is calculated by dividing net loss applicable to the common stock by the weighted-average number of our common stock outstanding for the period. Diluted net loss per share of common stock is the same as basic net loss per share of common stock since potentially dilutive securities from stock options, stock warrants and convertible preferred stock would have an antidilutive effect either because we incurred a net loss during the period presented or because such potentially dilutive securities were out of the money and the Company realized net income during the period presented. The amounts of potentially dilutive securities excluded from the calculation were 5,668,134 9,702,633 |
Impairment Of Tangible and Intangible Asset Including Goodwill [Policy Text Block] | Long-Lived Assets and Goodwill Long-lived assets are reviewed for an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Management’s policy in determining whether an impairment indicator exists, a triggering event, comprises measurable operating performance criteria as well as qualitative measures. If an analysis is necessitated by the occurrence of a triggering event, we make certain assumptions in determining the impairment amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. Goodwill is reviewed for impairment annually, or when events arise that could indicate that an impairment exists. We test for goodwill impairment using a two-step process. The first step compares the fair value of the reporting unit with the unit’s carrying value, including goodwill. When the carrying value of the reporting unit is greater than fair value, the unit’s goodwill may be impaired, and the second step must be completed to measure the amount of the goodwill impairment charge, if any. In the second step, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount is greater than the implied fair value, the carrying value of the goodwill must be written down to its implied fair value. We will continue to perform impairment tests annually, at December 31, and whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | The following tables summarize our cash and cash equivalents at June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Money market funds $ 5,267,687 $ 12,364,537 Checking and bank deposits 55,032,399 43,349,247 Total $ 60,300,086 $ 55,713,784 |
INVESTMENT SECURITIES (Tables)
INVESTMENT SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Held-to-maturity Securities [Table Text Block] | The following tables summarize our investment securities at June 30, 2015 and December 31, 2014: June 30, 2015 Amortized cost, as adjusted Gross unrealized Gross unrealized holding losses Estimated fair value Short-term investments: Obligations of domestic governmental agencies (maturing between July 2015 and June 2016) (held-to-maturity) $ 31,765,910 $ 6,781 $ 1,326 $ 31,771,365 Long-term investments: Obligations of domestic governmental agencies (maturing between July 2016 and June 2017) (held-to-maturity) 18,311,340 17,165 470 18,328,035 Total short-term and long-term investment securities $ 50,077,250 $ 23,946 $ 1,796 $ 50,099,400 December 31, 2014 Amortized cost, as adjusted Gross unrealized holding gains Gross unrealized holding losses Estimated fair value Short-term investments: Obligations of domestic governmental agencies (maturing between January 2015 and December 2015) (held-to-maturity) $ 23,062,034 $ 922 $ 5,806 $ 23,057,150 Total short-term investment securities $ 23,062,034 $ 922 $ 5,806 $ 23,057,150 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following tables provide the fair value measurements of applicable financial liabilities as of June 30, 2015 and December 31, 2014: Financial liabilities at fair value Level 1 Level 2 Level 3 Total 5% Notes $ $ $ 295,360 $ 295,360 Totals $ $ $ 295,360 $ 295,360 Financial liabilities at fair value Level 1 Level 2 Level 3 Total 5% Notes $ $ $ 275,190 $ 275,190 Totals $ $ $ 275,190 $ 275,190 |
Change In Level Three Fair Value During Period [Table Text Block] | The following table summarizes the changes in Level 3 instruments during the six months ended June 30, 2015: Fair value at December 31, 2014 $ 275,190 Interest accrued on face value of 5% Notes 484,183 Change in fair value of Level 3 liabilities (464,013) Fair value at June 30, 2015 $ 295,360 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity for the three months ended June 30, 2015: Number Weighted- Weighted- Aggregate (in years) Outstanding at December 31, 2014 194 $ 971.70 3.50 $ Granted Exercised Forfeited Expired (42) 2,811.53 Outstanding at June 30, 2015 152 $ 463.32 3.97 $ Exercisable at June 30, 2015 152 $ 463.32 3.97 $ |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table summarizes restricted share activity for the six months ended June 30, 2015: Number of Shares Weighted Average Outstanding at December 31, 2014 6,400,001 $ 5.86 Granted 471,592 16.03 Vested (813,997) 4.99 Forfeited (1,166) 10.53 Outstanding at June 30, 2015 6,056,430 $ 6.77 |
Schedule Of Warrants Activity [Table Text Block] | The following table summarizes warrant activity for the six months ended June 30, 2015: Warrants Weighted- Aggregate Outstanding at December 31, 2014 4,148,228 $ 0.94 $ 61,792,184 Issued Exercised (2,918,115) 0.34 Expired (11,364) 2.25 Outstanding at June 30, 2015 1,218,749 $ 2.37 $ 17,327,944 |
Schedule Of Share Based Compensation Expense [Table Text Block] | The following table summarizes stock-based compensation expense information about stock options and restricted stock for the three and six months ended June 30, 2015: Three months ended Six months ended Stock-based compensation expense associated with restricted stock $ 6,242,986 $ 11,600,014 Stock-based compensation expense associated with option grants $ 6,242,986 $ 11,600,014 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following is a summary of notes payable: June 30, 2015 December 31, 2014 Current portion, net Non-current Total Current portion, net Non-current Total Convertible 5% Notes Payable $ 295,360 $ - $ 295,360 $ 275,190 $ - $ 275,190 Total $ 295,360 $ - $ 295,360 $ 275,190 $ - $ 275,190 |
ORGANIZATION AND SUMMARY OF S23
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ 126,866,198 | $ 95,185,280 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,668,134 | 9,702,633 | |
Cash, Cash Equivalents, and Short-term Investments, Total | $ 110,600,000 | ||
Cash Equivalents Maturity Period | three months or less | ||
Restricted Cash and Investments | $ 600,000 | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Period Anticipated Sufficient To Fund Operating Cash Flow | 24 months |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | ||||
Money market funds | $ 5,267,687 | $ 12,364,537 | ||
Checking and bank deposits | 55,032,399 | 43,349,247 | ||
Totals | $ 60,300,086 | $ 55,713,784 | $ 37,077,977 | $ 40,485,466 |
INVESTMENT SECURITIES (Details)
INVESTMENT SECURITIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | $ 50,077,250 | $ 23,062,034 |
Gross unrealized holding gains | 23,946 | 922 |
Gross unrealized holding losses | 1,796 | 5,806 |
Estimated fair value | 50,099,400 | 23,057,150 |
Obligations of domestic governmental agencies [Member] | Short-term Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | 31,765,910 | 23,062,034 |
Gross unrealized holding gains | 6,781 | 922 |
Gross unrealized holding losses | 1,326 | 5,806 |
Estimated fair value | 31,771,365 | $ 23,057,150 |
Obligations of domestic governmental agencies [Member] | Other Long-term Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost, as adjusted | 18,311,340 | |
Gross unrealized holding gains | 17,165 | |
Gross unrealized holding losses | 470 | |
Estimated fair value | $ 18,328,035 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
5% Notes | $ 295,360 | $ 275,190 |
Totals | 295,360 | 275,190 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
5% Notes | 0 | 0 |
Totals | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
5% Notes | 0 | 0 |
Totals | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
5% Notes | 295,360 | 275,190 |
Totals | $ 295,360 | $ 275,190 |
FAIR VALUE MEASUREMENTS (Deta27
FAIR VALUE MEASUREMENTS (Details 1) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Measurement Changes In Level 3 Instruments [Line Items] | |
Fair value at December 31, 2014 | $ 275,190 |
Interest accrued on face value of 5% Notes | 484,183 |
Change in fair value of Level 3 liabilities | (464,013) |
Fair value at June 30, 2015 | $ 295,360 |
FAIR VALUE MEASUREMENTS (Deta28
FAIR VALUE MEASUREMENTS (Details Textual) - Convertible Notes Payable [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2010 | Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurement [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 1,125 | ||
Long-term Debt, Gross | $ 20,000,000 | $ 19,500,000 | |
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% | |
Manhattan and Ariston Pharmaceuticals Merger [Member] | |||
Fair Value Measurement [Line Items] | |||
Notes Issued | $ 15,452,793 | ||
Debt Instrument, Convertible, Conversion Price | $ 1,125 | ||
Percentage Of Cash Proceeds From Operation To Repay Convertible Debt | 50.00% | ||
Debt Instrument, Term | 5 years | ||
Debt Instrument, Interest Rate During Period | 5.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Employee Stock Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Equity Incentive Plans Stock Option Activity [Line Items] | ||
Number of shares, Outstanding Beginning Balance | 194 | |
Number of shares, Granted | 0 | |
Number of shares, Exercised | 0 | |
Number of shares, Forfeited | 0 | |
Number of shares, Expired | (42) | |
Number of shares, Outstanding Ending Balance | 152 | 194 |
Number of shares, Exercisable at June 30, 2015 | 152 | |
Weighted - average exercise price, Outstanding Beginning Balance | $ 971.70 | |
Weighted - average exercise price, Granted | 0 | |
Weighted - average exercise price, Exercised | 0 | |
Weighted - average exercise price, Forfeited | 0 | |
Weighted - average exercise price, Expired | 2,811.53 | |
Weighted - average exercise price, Outstanding Ending Balance | 463.32 | $ 971.70 |
Weighted - average exercise price, Exercisable at June 30, 2015 | $ 463.32 | |
Weighted - average Contractual Term (in years) | 3 years 11 months 19 days | 3 years 6 months |
Weighted - average Contractual Term, Exercisable at June 30, 2015 (in years) | 3 years 11 months 19 days | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 0 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable at June 30, 2015 | $ 0 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - 6 months ended Jun. 30, 2015 - Restricted Stock [Member] - $ / shares | Total |
Equity Incentive Plans Restricted Stock Activity [Line Items] | |
Number of Shares, Outstanding at Begining Balance | 6,400,001 |
Number of Shares, Granted | 471,592 |
Number of Shares, Vested | (813,997) |
Number of Shares, Forfeited | (1,166) |
Number of Shares, Outstanding at Ending Balance | 6,056,430 |
Weighted Average Grant Date Fair Value, Outstanding at Begining Balance | $ 5.86 |
Weighted Average Grant Date Fair Value, Granted | 16.03 |
Weighted Average Grant Date Fair Value, Vested | 4.99 |
Weighted Average Grant Date Fair Value, Forfeited | 10.53 |
Weighted Average Grant Date Fair Value, Outstanding at Ending Balance | $ 6.77 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
Equity Incentive Plans Warrant Activity [Line Items] | |
Warrants, Outstanding at Beginning Balance | 4,148,228 |
Warrants, Issued | 0 |
Warrants, Exercised | (2,918,115) |
Warrants, Expired | (11,364) |
Warrants, Outstanding at Ending Balance | 1,218,749 |
Weighted - average exercise price of Warrants, Outstanding at Beginning Balance | $ 0.94 |
Weighted - average exercise price of Warrants, Issued | 0 |
Weighted - average exercise price of Warrants, Exercised | 0.34 |
Weighted - average exercise price of Warrants, Expired | 2.25 |
Weighted - average exercise price of Warrants, Outstanding at Ending Balance | $ 2.37 |
Aggregate Intrinsic Value of Warrants, Outstanding at Beginning Balance | $ 61,792,184 |
Aggregate Intrinsic Value of Warrants, Outstanding at Ending Balance | $ 17,327,944 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Jun. 30, 2015 - USD ($) | Total | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense associated with restricted stock | $ 6,242,986 | $ 11,600,014 |
Stock-based compensation expense associated with option grants | 0 | 0 |
Stock compensation expense | $ 6,242,986 | $ 11,600,014 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Aug. 06, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Stockholders Equity [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 21,000,000 | $ 21,000,000 | ||
Shares available from Shelf Registration Statement | 248,300,000 | |||
Aggregate Offering Price | 75,000,000 | |||
Proceeds From Issuance Of Common Stock | $ 51,200,000 | |||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | |
Entities, Stock Issued, Shares, Issued for Cash | 3,220,717 | |||
Entities, Stock Issued, Value, Issued for Cash | $ 52,200,000 | |||
Sale of Stock, Price Per Share | $ 16.19 | $ 16.19 | ||
Available-for-sale Securities, Equity Securities | $ 250,000,000 | |||
Restricted Stock Or Unit Expense | $ 6,242,986 | $ 11,600,014 | ||
ATM [Member] | ||||
Stockholders Equity [Line Items] | ||||
Common Stock Value Reserved for Future Issuance | $ 75,000,000 | |||
Commission Percentage | 3.00% | |||
Subsequent Event [Member] | At-the-Market Issuance Sales Agreement 2015 [Member] | ||||
Stockholders Equity [Line Items] | ||||
Proceeds From Issuance Of Common Stock | $ 15,800,000 | |||
Entities, Stock Issued, Shares, Issued for Cash | 873,781 | |||
Entities, Stock Issued, Value, Issued for Cash | $ 16,100,000 | |||
Sale of Stock, Price Per Share | $ 18.38 | |||
Corporate Milestone [Member] | ||||
Stockholders Equity [Line Items] | ||||
Restricted Stock, Outstanding, Number, Ending Balance | 1,863,167 | 1,863,167 | ||
Restricted Stock [Member] | ||||
Stockholders Equity [Line Items] | ||||
Restricted Stock Or Unit Expense | $ 11,600,000 | |||
Incentive Plan 2012 | ||||
Stockholders Equity [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,000,000 | 6,000,000 | ||
Equity Incentive Plans [Member] | ||||
Stockholders Equity [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,655,574 | 5,655,574 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Notes Payable [Line Items] | ||
Notes payable | $ 295,360 | $ 275,190 |
Notes payable, Non-current portion, net | 0 | 0 |
Total | 295,360 | 275,190 |
Convertible Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable | 295,360 | 275,190 |
Notes payable, Non-current portion, net | 0 | 0 |
Total | $ 295,360 | $ 275,190 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - Convertible Notes Payable [Member] - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes Payable [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 1,125 | |
Long-term Debt, Gross | $ 20 | $ 19.5 |
Debt Instrument, Maturity Date | Mar. 8, 2015 | |
Debt Instrument, Interest Rate During Period | 5.00% | 5.00% |
Ariston [Member] | ||
Notes Payable [Line Items] | ||
Percentage Of Cash Proceeds From Operation To Repay Interest On Convertible Debt | 50.00% | |
Debt Instrument, Interest Rate During Period | 5.00% |
LICENSE AGREEMENTS (Details Tex
LICENSE AGREEMENTS (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | |
License Agreement [Line Items] | ||||||
License revenue | $ 38,095 | $ 38,095 | $ 76,190 | $ 76,190 | ||
Deferred Revenue | 1,600,000 | 1,600,000 | $ 1,700,000 | |||
Additional Amount Receivable On Achievement Of Pre Specified Milestones | 5,000,000 | |||||
Deferred Revenue, Current | $ 152,381 | $ 152,381 | 152,381 | |||
Licensing Agreements [Member] | ||||||
License Agreement [Line Items] | ||||||
Income taxes | $ 330,000 | |||||
Business Acquisition Purchase Agreement Period Description | license revenue on a straight-line basis over the life of the agreement, which is through the expiration of the last licensed patent right or 15 years after the first commercial sale of a product in such country, unless the agreement is earlier terminated | |||||
Proceeds from Fees Received | $ 2,000,000 | |||||
Upfront Fee Received From Sub License | $ 2,000,000 | |||||
Collaboration Agreement [Member] | ||||||
License Agreement [Line Items] | ||||||
Upfront Payment Amount | 500,000 | |||||
Royalty Expense | $ 164,000,000 | |||||
TG-1101 [Member] | ||||||
License Agreement [Line Items] | ||||||
Deferred Revenue, Current | $ 152,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Oct. 03, 2014 | Feb. 28, 2015 | Jan. 30, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Oct. 31, 2014 | Nov. 09, 2012 |
Related Party Transaction [Line Items] | ||||||||||
Sale of Stock, Price Per Share | $ 16.19 | $ 16.19 | ||||||||
Other research and development | $ 9,902,214 | $ 2,336,771 | $ 18,181,645 | $ 4,845,029 | ||||||
Prepaid Research And Development | 10,921,958 | 10,921,958 | $ 6,179,743 | |||||||
LFB License Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 114,855 | |||||||||
Sale of Stock, Price Per Share | $ 6.53 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 750,000 | |||||||||
Minimum Value of Shares To Be Purchased | 750,000 | |||||||||
Opus [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts Payable | 37,000 | 37,000 | ||||||||
Costs and Expenses, Related Party | 116,000 | |||||||||
LFB Group [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | |||||||||
Other research and development | 2,300,000 | $ 183,000 | ||||||||
Accounts Payable | 1,800,000 | 1,800,000 | 52,000 | |||||||
Number Of Common Stock Shares Granted In Connection With License Agreement By Issue Of Warrants | 2,500,000 | |||||||||
Common Stock Purchase Price Per Share | $ 0.001 | |||||||||
Prepaid Research And Development | $ 5,707,223 | $ 5,707,223 | $ 1,886,518 | |||||||
LFB Group [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 10.00% | |||||||||
LFB Group [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number Of Common Stock Shares Granted In Connection With License Agreement By Excercise Of Warrants | 2,500,000 | |||||||||
Common Stock Excercise Of Warrants Purchase Price Per Share | $ 0.001 | $ 0.001 | ||||||||
Desk Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Costs and Expenses, Related Party | $ 80,000 | |||||||||
Average Annual Rental Payments | $ 1,100,000 | |||||||||
Operating Leases, Indemnification Agreements, Description | This Desk Agreement requires us to pay our respective share of the average annual rent and other costs of the 15 year lease. | |||||||||
Security Deposit | $ 600,000 | |||||||||
Percentage of Occupancy | 40.00% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Aug. 06, 2015 | Jun. 30, 2015 | |
Subsequent Event [Line Items] | ||
Sale of Stock, Price Per Share | $ 16.19 | |
Subsequent Event [Member] | 2015 At-the-Market Issuance Sales Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Sale of Stock, Price Per Share | $ 18.38 | |
Sale of Stock, Number of Shares Issued in Transaction | 873,781 | |
Proceeds From Issuance Of Common Stock | $ 16.1 | |
Entities, Stock Issued, Value, Issued for Cash | $ 15.8 |