Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | APRICUS BIOSCIENCES, INC. |
Entity Central Index Key | 1,017,491 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-4/A |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2017 |
Consolidated Balance Sheets (FY
Consolidated Balance Sheets (FY) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 6,331 | $ 2,087 |
Prepaid expenses and other current assets | 261 | 177 |
Current assets of discontinued operations | 0 | 1,370 |
Total current assets | 6,592 | 3,634 |
Property and equipment, net | 79 | 164 |
Other long term assets | 35 | 60 |
Noncurrent assets of discontinued operations | 0 | 842 |
Total assets | 6,706 | 4,700 |
Current liabilities | ||
Accounts payable | 58 | 763 |
Accrued expenses | 650 | 1,333 |
Accrued compensation | 863 | 614 |
Deferred revenue | 12 | 0 |
Note payable, net | 0 | 6,650 |
Current liabilities of discontinued operations | 0 | 1,934 |
Total current liabilities | 1,583 | 11,294 |
Warrant liabilities | 694 | 846 |
Other long term liabilities | 58 | 76 |
Total liabilities | 2,335 | 12,216 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2017 and 2016 | 0 | 0 |
Common stock, $.001 par value, 30,000,000 shares authorized, 15,217,231 and 7,733,205 issued and outstanding as of December 31, 2017 and 2016, respectively | 15 | 8 |
Additional paid-in-capital | 320,343 | 308,784 |
Accumulated deficit | (315,987) | (316,308) |
Total stockholders' equity (deficit) | 4,371 | (7,516) |
Total liabilities and stockholders' equity (deficit) | $ 6,706 | $ 4,700 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (FY) (Parenthetical) - $ / shares | Sep. 30, 2018 | May 17, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, issued (shares) | 0 | 0 | 0 | |
Preferred stock, outstanding (shares) | 0 | 0 | 0 | |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (shares) | 60,000,000 | 60,000,000 | 30,000,000 | 30,000,000 |
Common stock, issued (shares) | 28,138,565 | 15,217,231 | 7,733,205 | |
Common stock, outstanding (shares) | 28,138,565 | 15,217,231 | 7,733,205 |
Consolidated Statements of Oper
Consolidated Statements of Operations (FY) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expense | ||
Research and development | $ 3,463 | $ 5,880 |
General and administrative | 7,210 | 7,778 |
Loss on disposal of assets | 2 | 14 |
Total operating expense | 10,675 | 13,672 |
Loss before other income (expense) | (10,675) | (13,672) |
Other income (expense) | ||
Interest expense, net | (83) | (983) |
Change in fair value of warrant liabilities | (646) | 7,479 |
Loss on extinguishment of debt | (422) | 0 |
Other financing expenses | 0 | (461) |
Other income (expense), net | 77 | (22) |
Total other income (expense) | (1,074) | 6,013 |
Loss from continuing operations | (11,749) | (7,659) |
Income (loss) from discontinued operations | 12,070 | 226 |
Net income (loss) | $ 321 | $ (7,433) |
Basic and diluted earnings (loss) per share | ||
Continuing operations (USD per share) | $ (0.99) | $ (1.18) |
Discontinued operations (USD per share) | 1.01 | 0.03 |
Total earnings (loss) per share (in usd per share) | $ 0.02 | $ (1.15) |
Weighted average common shares outstanding used for basic and diluted earnings (loss) per share (in shares) | 11,892 | 6,517 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 321 | $ (7,433) |
Income (loss) from discontinued operations | 12,070 | 226 |
Net loss from continuing operations | (11,749) | (7,659) |
Adjustments to reconcile net income (loss) to net cash used in operating activities from continuing operations: | ||
Depreciation and amortization | 117 | 106 |
Non-cash interest expense | 56 | 362 |
Stock-based compensation expense | 1,138 | 1,747 |
Warrant liabilities revaluation | 646 | (7,479) |
Other financing expenses | 0 | 461 |
Loss on debt extinguishment | 422 | 0 |
Other | 2 | 10 |
Changes in operating assets and liabilities from continuing operations: | ||
Prepaid expenses and other current assets | (84) | 408 |
Other assets | 25 | 40 |
Accounts payable | (705) | 45 |
Accrued expenses | (681) | (1,340) |
Accrued compensation | 249 | (360) |
Other liabilities | (7) | (121) |
Net cash used in operating activities from continuing operations | (10,571) | (13,780) |
Cash flows from investing activities from continuing operations: | ||
Purchase of fixed assets, net | 0 | (18) |
Proceeds from the sale of property and equipment | 0 | 3 |
Release of restricted cash | 0 | 280 |
Net cash provided by investing activities from continuing operations | 0 | 265 |
Cash flows from financing activities from continuing operations: | ||
Issuance of common stock and warrants | 10,733 | 14,762 |
Issuance costs related to common stock and warrants | (1,392) | (641) |
Repayment of notes payable | (7,129) | (3,113) |
Proceeds from exercise of warrants | 289 | 0 |
Repayment of capital lease obligations | 0 | (5) |
Net cash provided by financing activities from continuing operations | 2,501 | 11,003 |
Cash flows from discontinued operations: | ||
Net cash (used in) provided by operating activities of discontinued operations | 105 | 712 |
Net cash provided by investing activities of discontinued operations | 12,209 | 0 |
Net cash provided by (used in) discontinued operations | 12,314 | 712 |
Net increase (decrease) in cash | 4,244 | (1,800) |
Cash, beginning of period | 2,087 | 3,887 |
Cash, end of period | 6,331 | 2,087 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 92 | 646 |
Cash paid for income taxes | 0 | 6 |
Non-cash investing and financing activities: | ||
Reclassification of warrant liabilities to equity | 798 | 0 |
Issuance of placement agent warrants | 287 | 103 |
Issuance of restricted stock | 0 | 249 |
Accrued transaction costs for financing activities | $ 0 | $ (236) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (FY) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2015 | 5,042 | |||
Beginning balance at Dec. 31, 2015 | $ (9,944) | $ 5 | $ 298,926 | $ (308,875) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | 1,747 | 1,747 | ||
Issuance of restricted stock units to settle bonus liability | 249 | 249 | ||
Issuance of common stock and warrants, net of offering costs (shares) | 2,691 | |||
Issuance of common stock and warrants, net of offering costs | 7,865 | $ 3 | 7,862 | |
Net income (loss) | (7,433) | (7,433) | ||
Ending balance (in shares) at Dec. 31, 2016 | 7,733 | |||
Ending balance at Dec. 31, 2016 | (7,516) | $ 8 | 308,784 | (316,308) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | 1,138 | 1,138 | ||
Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes (shares) | 131 | |||
Issuance of common stock and warrants, net of offering costs (shares) | 7,353 | |||
Issuance of common stock and warrants, net of offering costs | 10,733 | $ 7 | 10,726 | |
Issuance costs related to common stock and warrants | (1,392) | (1,392) | ||
Proceeds from exercise of warrants | 289 | 289 | ||
Reclassification of warrant liabilities to equity | 798 | 798 | ||
Net income (loss) | 321 | 321 | ||
Ending balance (in shares) at Dec. 31, 2017 | 15,217 | |||
Ending balance at Dec. 31, 2017 | 4,371 | $ 15 | 320,343 | (315,987) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | 985 | 985 | ||
Issuance of common stock due to the vesting of restricted stock units, net of shares withheld to cover taxes (shares) | 181 | |||
Issuance of common stock and warrants, net of offering costs (shares) | 11,700 | |||
Issuance of common stock and warrants, net of offering costs | 4,792 | $ 12 | 4,780 | |
Issuance costs related to common stock and warrants | (689) | (689) | ||
Proceeds from exercise of warrants | 293 | 293 | ||
Reclassification of warrant liabilities to equity | 472 | 472 | ||
Net income (loss) | (7,386) | (7,386) | ||
Ending balance (in shares) at Sep. 30, 2018 | 28,139 | |||
Ending balance at Sep. 30, 2018 | $ 4,113 | $ 28 | $ 327,458 | $ (323,373) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Q3) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 5,283 | $ 6,331 |
Prepaid expenses and other current assets | 198 | 261 |
Total current assets | 5,481 | 6,592 |
Property and equipment, net | 46 | 79 |
Other long term assets | 37 | 35 |
Total assets | 5,564 | 6,706 |
Current liabilities | ||
Accounts payable | 322 | 58 |
Accrued expenses | 766 | 650 |
Accrued compensation | 316 | 863 |
Deferred revenue | 0 | 12 |
Current liabilities of discontinued operations | 21 | 0 |
Total current liabilities | 1,425 | 1,583 |
Warrant liabilities | 0 | 694 |
Other long term liabilities | 26 | 58 |
Total liabilities | 1,451 | 2,335 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $.001 par value, 60,000,000 and 30,000,000 shares authorized, 28,138,565 and 15,217,231 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 28 | 15 |
Additional paid-in-capital | 327,458 | 320,343 |
Accumulated deficit | (323,373) | (315,987) |
Total stockholders' equity (deficit) | 4,113 | 4,371 |
Total liabilities and stockholders' equity (deficit) | $ 5,564 | $ 6,706 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Q3) (Parenthetical) - $ / shares | Sep. 30, 2018 | May 17, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity | ||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 | 30,000,000 | 30,000,000 |
Common stock, issued (in shares) | 28,138,565 | 15,217,231 | 7,733,205 | |
Common stock, outstanding (in shares) | 28,138,565 | 15,217,231 | 7,733,205 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) (Q3) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expense | ||||
Research and development | $ 769 | $ 1,960 | $ 1,148 | $ 3,226 |
General and administrative | 1,934 | 1,756 | 6,144 | 4,799 |
Total operating expense | 2,703 | 3,716 | 7,292 | 8,025 |
Loss before other income (expense) | (2,703) | (3,716) | (7,292) | (8,025) |
Other income (expense) | ||||
Interest income (expense), net | 0 | 3 | 0 | (89) |
Loss on extinguishment of debt | 0 | 0 | 0 | (422) |
Change in fair value of warrant liability | 0 | (296) | 222 | (588) |
Amendment of equity classified warrants | (135) | 0 | (293) | 0 |
Other income (expense), net | 0 | 0 | 1 | (26) |
Total other income (expense) | (135) | (293) | (70) | (1,125) |
Loss from continuing operations | (2,838) | (4,009) | (7,362) | (9,150) |
Income (loss) from discontinued operations | 0 | 177 | (24) | 11,917 |
Net income (loss) | $ (2,838) | $ (3,832) | $ (7,386) | $ 2,767 |
Basic and diluted earnings (loss) per share | ||||
Continuing operations (in usd per share) | $ (0.12) | $ (0.30) | $ (0.35) | $ (0.85) |
Discontinued operations (in usd per share) | 0 | 0.01 | 0 | 1.11 |
Total earnings (loss) per share (in usd per share) | $ (0.12) | $ (0.29) | $ (0.35) | $ 0.26 |
Weighted average common shares outstanding for basic and diluted earnings (loss) per share (in shares) | 23,774 | 13,208 | 21,038 | 10,781 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) (Q3) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Cash flows from operating activities: | ||
Net income (loss) | $ (7,386) | $ 2,767 |
Net income (loss) from discontinued operations | (24) | 11,917 |
Net loss from continuing operations | (7,362) | (9,150) |
Adjustments to reconcile net income (loss) to net cash used in operating activities from continuing operations: | ||
Depreciation and amortization | 33 | 98 |
Non-cash interest expense | 0 | 56 |
Stock-based compensation expense | 985 | 903 |
Warrant liabilities revaluation | (222) | 588 |
Loss on debt extinguishment | 0 | 422 |
Amendment of equity classified warrants | 293 | 0 |
Changes in operating assets and liabilities from continuing operations: | ||
Prepaid expenses and other current assets | 63 | (39) |
Other assets | (2) | 25 |
Accounts payable | 264 | (425) |
Accrued expenses | 64 | (583) |
Accrued compensation | (547) | 54 |
Deferred revenue | (12) | 0 |
Other liabilities | (32) | (22) |
Net cash used in operating activities from continuing operations | (6,475) | (8,073) |
Cash flows from financing activities from continuing operations: | ||
Proceeds from exercise of warrants | 1,275 | 0 |
Issuance of common stock and warrants | 4,792 | 10,733 |
Issuance costs related to common stock and warrants | (637) | (1,235) |
Repayment of notes payable | 0 | (7,129) |
Net Cash Provided by (Used in) Financing Activities | 5,430 | 2,369 |
Cash flows from discontinued operations: | ||
Net cash provided by (used in) operating activities of discontinued operations | (3) | 80 |
Net cash provided by financing activities from continuing operations | 0 | 12,000 |
Net cash provided by (used in) discontinued operations | (3) | 12,080 |
Net increase (decrease) in cash | (1,048) | 6,376 |
Cash, beginning of period | 6,331 | 2,087 |
Cash, end of period | 5,283 | 8,463 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 92 |
Non-cash investing and financing activities: | ||
Accrued transaction costs for financing activities | (52) | (131) |
Issuance of placement agent warrants | 159 | 287 |
Reclassification of warrant liabilities to equity | 472 | $ 798 |
Cash | $ 5,283 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Q3) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2015 | 5,042 | |||
Beginning balance at Dec. 31, 2015 | $ (9,944) | $ 5 | $ 298,926 | $ (308,875) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | 1,747 | 1,747 | ||
Issuance of common stock and warrants (in shares) | 2,691 | |||
Issuance of common stock and warrants | 7,865 | $ 3 | 7,862 | |
Net income (loss) | (7,433) | (7,433) | ||
Ending balance (in shares) at Dec. 31, 2016 | 7,733 | |||
Ending balance at Dec. 31, 2016 | (7,516) | $ 8 | 308,784 | (316,308) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | 1,138 | 1,138 | ||
Issuance of common stock due to the vesting of restricted stock, net of shares withheld to cover taxes (in shares) | 131 | |||
Issuance of common stock and warrants (in shares) | 7,353 | |||
Issuance of common stock and warrants | 10,733 | $ 7 | 10,726 | |
Issuance costs related to common stock and warrants | (1,392) | (1,392) | ||
Amendment of equity classified warrants | 289 | 289 | ||
Reclassification of warrant liabilities to equity | 798 | 798 | ||
Net income (loss) | 321 | 321 | ||
Ending balance (in shares) at Dec. 31, 2017 | 15,217 | |||
Ending balance at Dec. 31, 2017 | 4,371 | $ 15 | 320,343 | (315,987) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation expense | 985 | 985 | ||
Issuance of common stock due to the vesting of restricted stock, net of shares withheld to cover taxes (in shares) | 181 | |||
Proceeds from exercise of warrants (in shares) | 1,041 | |||
Proceeds from exercise of warrants | 1,275 | $ 1 | 1,274 | |
Issuance of common stock and warrants (in shares) | 11,700 | |||
Issuance of common stock and warrants | 4,792 | $ 12 | 4,780 | |
Issuance costs related to common stock and warrants | (689) | (689) | ||
Amendment of equity classified warrants | 293 | 293 | ||
Reclassification of warrant liabilities to equity | 472 | 472 | ||
Net income (loss) | (7,386) | (7,386) | ||
Ending balance (in shares) at Sep. 30, 2018 | 28,139 | |||
Ending balance at Sep. 30, 2018 | $ 4,113 | $ 28 | $ 327,458 | $ (323,373) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2017 included in the Apricus Biosciences, Inc. and subsidiaries (the “Company”) Annual Report on Form 10-K (“Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2018. The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The December 31, 2017 condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. Seelos Merger Agreement On February 15, 2018, the U.S. Food and Drug Administration (“FDA”), issued a complete response letter (a “CRL” and such CRL, the “2018 CRL”) for the new drug application (“NDA”) for Vitaros. A CRL is a communication from the FDA that informs companies that an application cannot be approved in its present form. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to potentially reach approval. T he Company has initiated discussions with parties for the U.S. Vitaros rights to enable Vitaros’ continued development and potential approval in exchange for financial terms commensurate with a development stage asset. In parallel, the Company’s Board of Directors determined that it should evaluate strategic alternatives, including a sale of the Company, a business combination, a merger or reverse merger or a license, with a goal of enhancing shareholder value. On July 30, 2018, the Company, Arch Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Seelos Therapeutics, Inc., a Delaware corporation (“Seelos”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), as amended on October 16, 2018, to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Seelos, with Seelos continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). See note 8 below for more information regarding the Merger. Liquidity The accompanying condensed consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of approximately $323.4 million and working capital of $4.1 million as of September 30, 2018 and reported a net loss of approximately $7.4 million and negative cash flows from operations of $6.5 million for the nine months ended September 30, 2018 . The Company also reported negative cash flows from operations of $10.6 million for the year ended December 31, 2017. The Company’s history and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has principally been financed through the sale of its common stock and other equity securities, debt financings, up-front payments received from commercial partners for the Company’s products under development, and through the sale of assets. As of September 30, 2018 , the Company had cash of approximately $5.3 million . On February 15, 2018, the U.S. Food and Drug Administration (“FDA”) issued a complete response letter (a “CRL” and such CRL, the “2018 CRL”) for the new drug application (“NDA”) for Vitaros. A CRL is a communication from the FDA that informs companies that an application cannot be approved in its present form. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to reach approval. The Company has initiated discussions with parties for the U.S. Vitaros rights to enable Vitaros’ continued development and potential approval in exchange for financial terms commensurate with a development stage asset. On September 20, 2018, the Company entered into a Securities Purchase Agreement (the “September 2018 SPA”) with an accredited investor (the “Purchaser”) for net proceeds of approximately $1.1 million . Pursuant to the September 2018 APA, the Company sold 4,600,000 shares of the Company’s common stock, at a purchase price of $0.27 per share and warrants to purchase up to 3,450,000 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.30 per share, in a private placement. In addition, the Company issued warrants to purchase up to 230,000 shares of common stock to H.C. Wainwright (the “September 2018 Placement Agent Warrants”). The September 2018 Placement Agent Warrants are exercisable beginning six months after issuance at an exercise price of $0.3375 per share, and expire five years from the initial exercise date. The Company also issued additional warrants to the Purchaser in an amount of 2,677,160 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.40 per share (all warrants issued to the Purchaser in the September 2018 SPA, the “September 2018 Warrants”). The September 2018 Warrants are exercisable for five years from the initial exercise date. In addition, pursuant to the terms of the September 2018 SPA, outstanding warrants to purchase up to 2,677,160 shares of common stock previously issued to and held by the Purchaser were canceled at the closing, which occurred on September 24, 2018. It is explicitly stated in the Form of Warrant for both the September 2018 Warrants and the September 2018 Placement Agent Warrants that under no circumstances would the Company be required to net cash settle the warrants. In connection with the September 2018 SPA, the Purchaser agreed to enter into a voting agreement with the Company to vote all of their respective shares of the Company's capital stock in favor of the approval of the Merger Agreement. On June 22, 2018, the Company entered into a subscription agreement amendment (the “Subscription Agreement Amendment”) with Sarissa Capital Domestic Fund LP (“Sarissa Domestic”) and Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” together with Sarissa Domestic, the “Investors”), which, among other things, removed the Investors’ preemptive rights with respect to future issuances of the Company's equity securities. Concurrently with the Subscription Agreement Amendment, the Company entered into a warrant amendment (the “June 2018 Warrant Amendment”) with Sarissa Offshore regarding the warrants to purchase common stock of the Company, issued in February 2015 (the “February 2015 Warrants”) and January 2016 (together with the February 2015 Warrants, the “2015 and 2016 Warrants”), pursuant to which the exercise price of the warrants was reduced from $0.71 to $0.42 per share. Previously, in March 2018, the Company entered into a warrant amendment (the “March 2018 Warrant Amendment”) with the holders of warrants issued pursuant to the Company’s February 2015 and January 2016 financings (the “2015 and 2016 Warrants”), which, among other things, (i) reduced the exercise price of the 2015 and 2016 Warrants from $8.80 to $0.71 per share, and (ii) amended certain provisions of the 2015 and 2016 Warrants such that they, effective as of the March 2018 Warrant Amendment, can no longer be net-cash settled. On April 2, 2018, the Company completed a public offering (the “April 2018 Financing”) for net proceeds of approximately $2.9 million , after deducting placement agent fees and other estimated offering expenses. Pursuant to the agreement, the Company sold 7,100,000 units (the “2018 Units”) at a purchase price of $0.50 per share, with each unit consisting of one share of the Company’s common stock and one warrant to purchase 0.5 of a share of the Company’s common stock (the “April 2018 Warrants”). At the time of the offering closing, the Company did not have a sufficient number of authorized common stock to cover shares of common stock issuable upon the exercise of the April 2018 Warrants. The sufficient number of authorized common stock became available on May 17, 2018 following the Company's announcement that it had received stockholder approval of an amendment to its Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to a total of 60,000,000 shares (the “2018 Charter Amendment”) and the 2018 Charter Amendment was effective. The April 2018 Warrants have an exercise price equal to $0.50 per share of common stock and will expire five years from the date they are first exercisable. In addition, the Company issued warrants to purchase up to 355,000 shares of common stock (the “April 2018 Placement Agent Warrants”) to H.C. Wainwright & Co., LLC (“H.C. Wainwright”). The April 2018 Placement Agent Warrants were exercisable upon the announcement of the effectiveness of the 2018 Charter Amendment at an exercise price of $0.625 per share, and also expire five years from that date. On September 10, 2017, the Company entered into a Securities Purchase Agreement (the “September 2017 SPA”) with certain investors for net proceeds of approximately $3.1 million , after deducting commissions and estimated offering expenses payable by the Company. Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and warrants to purchase up to 1,068,307 shares of common stock in a private placement (the “September 2017 Warrants”). The September 2017 Warrants were originally exercisable upon closing, or on September 13, 2017, at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one half years from that date. In addition, the Company issued warrants to purchase up to 106,831 shares of common stock to H.C. Wainwright (the “September 2017 Placement Agent Warrants”). The September 2017 Placement Agent Warrants were originally exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one half years from the closing date. In connection with the April 2018 Financing, the September 2017 Warrants and the September 2017 Placement Agent Warrants were amended to, among other things, (i) reduce the exercise price of the warrants to $0.60 per share (the closing price of the Company’s stock on March 27, 2018, or the date of the amendment), and (ii) change the date upon which such warrants became exercisable to the effective date of the 2018 Charter Amendment (the “April 2018 Warrant Amendment”), or May 17, 2018. On April 26, 2017, the Company completed an underwritten public offering (the “April 2017 Financing”) for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 units (the “2017 Units”). Each unit consisted of one share of common stock and one warrant to purchase 0.75 of a share of common stock (the “April 2017 Warrants”), sold at a public offering price of $1.40 per unit. At the time of the offering closing, the Company did not have a sufficient number of authorized common stock to cover shares of common stock issuable upon the exercise of the April 2017 Warrants. The sufficient number of authorized common stock became available on May 17, 2017 when the Company received stockholder approval of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock (the “2017 Charter Amendment”) and the 2017 Charter Amendment became effective on that date. The April 2017 Warrants will expire five years from May 17, 2017, the date they became exercisable, and the exercise price of the April 2017 Warrants is $1.55 per share of common stock. In connection with this transaction, the Company issued to H.C. Wainwright warrants to purchase up to 251,500 shares of common stock (the “2017 Underwriter Warrants”). The 2017 Underwriter Warrants have substantially the same terms as the April 2017 Warrants sold concurrently to the investors in the offering, except that the 2017 Underwriter Warrants have a term of five years from the effective date of the related prospectus, or April 20, 2017, and an exercise price of $1.75 per share. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017, and a related prospectus. On April 20, 2017, the Company entered into a warrant amendment (the “April 2017 Warrant Amendment”) with the holders of the Company’s September 2016 Warrants (as defined below) issued in a financing in September 2016 (the “September 2016 Financing”), which, among other things, (i) reduced the exercise price of the September 2016 Warrants to $1.55 per share (the exercise price of the April 2017 Warrants), and (ii) changed the date upon which the September 2016 Warrants became exercisable to the effective date of the 2017 Charter Amendment, or May 17, 2017. On March 8, 2017 , the Company entered into an asset purchase agreement (the “Ferring Asset Purchase Agreement”) with Ferring International Center S.A. (“Ferring’), pursuant to which it sold to Ferring its assets and rights related to Vitaros outside of the United States for approximately $12.7 million , which consisted of an upfront payment of $11.5 million , approximately $0.7 million for the delivery of certain product-related inventory, and an aggregate of $0.5 million related to transition services. The Company used approximately $6.6 million of the proceeds from the sale to repay all outstanding amounts due and owed, including applicable termination fees, under its Loan and Security Agreement (the “Credit Facility”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (Oxford and SVB are referred to together as the “Lenders”). The Company currently has an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) under which it may offer from time to time any combination of debt securities, common and preferred stock and warrants. As of September 30, 2018 , the Company had approximately $95.2 million available under its Form S-3 shelf registration statement. Under current SEC regulations, at any time during which the aggregate market value of the Company’s common stock held by non-affiliates (“public float”), is less than $75.0 million , the amount it can raise through primary public offerings of securities in any twelve-month period using shelf registration statements is limited to an aggregate of one-third of the Company’s public float. SEC regulations permit the Company to use the highest closing sales price of the Company’s common stock (or the average of the last bid and last ask prices of the Company’s common stock) on any day within 60 days of sales under the shelf registration statement. As the Company’s public float was less than $75.0 million as of September 30, 2018 , the Company’s usage of its S-3 shelf registration statement is limited. The Company still maintains the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or in private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: • its ability to successfully complete the Merger with Seelos or, if the Merger is not completed, another strategic transaction for the Company; • its ability to raise additional funds to finance its operations; • its ability to secure a development partner for U.S. Vitaros in order to overcome deficiencies raised in the 2018 CRL; • its ability to maintain compliance with the listing requirements of The Nasdaq Capital Market (“Nasdaq”); • the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; • the extent and amount of any indemnification claims made by Ferring under the Ferring Asset Purchase Agreement; • litigation expenses; • the emergence and effect of competing or complementary products; • its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; • its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; • the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; • the trading price of its common stock; and • its ability to increase the number of authorized shares outstanding to facilitate future financing events. On April 10, 2018, the Company was notified that, the closing bid price of the Apricus common stock for thirty consecutive business days, the Company’s common stock no longer met the minimum $1.00 bid price per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) and at that time, the Company was provided 180 calendar days, or until October 8, 2018, to regain compliance. On October 9, 2018, the Company received a letter from Nasdaq indicating that the Company’s common stock has not regained compliance with the Bid Price Requirement. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an additional 180 calendar day period, or until April 8, 2019, to regain compliance. The Nasdaq Staff’s determination that the Company is eligible for additional time is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time before April 8, 2019, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, the Nasdaq Staff will provide written confirmation of compliance with Rule 5550(a) and this matter will be closed. The Nasdaq letter has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on The Nasdaq Capital Market under the symbol “APRI.” The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the Bid Price Requirement by April 8, 2019. If compliance cannot be demonstrated by April 8, 2019, the Nasdaq Staff will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal the Nasdaq Staff's determination to a Hearings Panel. The Company may need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity, or the completion of a licensing transaction for one or more of the Company’s pipeline assets. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or debt financings may have a dilutive effect on the holdings of the Company’s existing stockholders. Warrant Liabilities Prior to 2018, the Company’s 2015 and 2016 Warrants were classified as liabilities in the accompanying condensed consolidated 2017 balance sheet as they contained provisions that were considered outside of the Company’s control, such as requiring the Company to maintain active registration of the shares underlying such warrants. The 2015 and 2016 Warrants were recorded at fair value using the Black-Scholes option pricing model. The fair value of these warrants was re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying condensed consolidated statements of operations for 2017. In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of its 2015 and 2016 Warrants, which amended the terms so that in no circumstances may the 2015 and 2016 Warrants be net-cash settled. As a result, the fair value of the 2015 and 2016 Warrants at the date of the modification were reclassified to equity. All of the Company’s outstanding warrants have similar terms whereas under no circumstance may the warrants be net-cash settled. As such, all warrants are equity-classified. See note 6 for further details. Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities, when applicable, are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of its 2015 and 2016 Warrants, which amended the terms so that in no circumstances may the 2015 and 2016 Warrants be net-cash settled. As a result, the Company’s 2015 and 2016 Warrants were reclassified from liabilities to equity during the first quarter of 2018 and will no longer be measured at fair value on a recurring basis. The following table is a reconciliation for all liabilities measured at fair value using Level 3 unobservable inputs (in thousands) during the current period: Warrant liabilities Balance as of December 31, 2017 $ 694 Change in fair value measurement of warrant liability (222 ) Warrant liability reclassified to stockholders' equity (472 ) Balance as of September 30, 2018 $ — Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net loss by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock, or warrants. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. As of September 30, 2018 2017 Outstanding stock options 1,031 391 Outstanding warrants 13,095 7,270 Restricted stock units 419 721 Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The table below presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the nine months ended September 30, 2018 . No stock options were granted during the first nine months of 2017. September 30, 2018 Risk-free interest rate 2.27%-2.29% Volatility 98.09%-105.01% Dividend yield — % Expected term 5-6.08 years Forfeiture rate — % Weighted average grant date fair value $ 1.66 A summary of the Company’s stock option activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Outstanding as of December 31, 2017 369 $ 17.37 Granted 695 $ 2.11 Cancelled (33 ) $ 2.40 Outstanding as of September 30, 2018 1,031 $ 7.56 During the first quarter of 2018, the Company granted approximately 0.7 million options to its employees and Board of Directors which have vesting periods of four years and one year , respectively. A summary of the Company’s restricted stock unit activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Average Grant Date Fair Value Unvested as of December 31, 2017 718 $ 1.57 Vested (288 ) $ 1.82 Forfeited (11 ) $ 1.32 Unvested as of September 30, 2018 419 $ 1.40 The Company grants options and restricted stock units (“RSUs”) to its employees annually in order to retain and incentivize its employees to achieve its strategic objectives. During the first quarter of 2017, the Company granted approximately 0.5 million RSUs, one half of which will vest if the Company receives marketing approval of Vitaros in the United States by the FDA and the remaining half will vest in November 2018. The Company records expense related to its performance RSUs based on the probability of occurrence, which is reassessed each quarter. Since approval by the FDA is out of the Company’s control, the probability of occurrence is zero until met. The options and RSUs are subject to the employee’s continued employment with the Company through the applicable date and subject to accelerated vesting upon a change in control of the Company. The options and RSUs granted to the Company’s officers are also subject to accelerated vesting pursuant to the terms of their existing employment agreements. On August 30, 2018, the Company terminated Brian T. Dorsey, the Company’s Senior Vice President, Chief Development Officer. As a result, all equity awards held by Mr. Dorsey at the time of the termination, including all options and RSUs, were accelerated to fully vest upon termination. This resulted in an additional charge to stock compensation of approximately $0.2 million during the third quarter of 2018. The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development $ 201 $ 57 $ 279 $ 193 General and administrative 228 275 706 710 Total $ 429 $ 332 $ 985 $ 903 Segment Information The Company operates under one segment which develops pharmaceutical products. Recent Accounting Pronouncements In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 3), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 did not have a material effect on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not believe the adoption of this standard will have a material effect on its condensed consolidated financial statements and related disclosures. | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Apricus Biosciences, Inc. and Subsidiaries (“Apricus” or the “Company”) is a Nevada corporation that was initially formed in 1987. The Company is a biopharmaceutical company focused on the development of innovative product candidates in the areas of urology and rheumatology. The Company has two product candidates: Vitaros, a product candidate in the United States for the treatment of erectile dysfunction (“ED”), which the Company in-licensed from Warner Chilcott Company, Inc., now a subsidiary of Allergan; and RayVa, a product candidate which has completed a Phase 2a clinical trial for the treatment of Raynaud’s Phenomenon, secondary to scleroderma, for which the Company owns worldwide rights. On February 15, 2018, the U.S. Food and Drug Administration (“FDA”), issued a complete response letter (the “2018 CRL”) for the new drug application (“NDA”) for Vitaros. In March 2018, the Company plans to request a meeting with the FDA to further clarify the deficiencies raised in the 2018 CRL and to assess the best path forward for a potential approval of Vitaros. Based on FDA guidelines, the Company expects this meeting to take place within 30 days of the FDA receiving the request, or April 2018. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company’s most significant estimates relate to the valuation of stock based compensation, the valuation of its warrant liabilities, the impairment of long-lived assets and valuation allowances for the Company’s deferred tax assets. The Company’s actual results may differ from these estimates under different assumptions or conditions. Liquidity The accompanying consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Although the Company reported net income of approximately $0.3 million for the year ended December 31, 2017 , the Company had an accumulated deficit of approximately $316.0 million as of December 31, 2017 . As of December 31, 2017 , the Company had a cash balance of approximately $6.3 million . The Company’s history and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has principally been financed through the sale of its common stock and other equity securities, debt financings, up-front payments received from commercial partners for the Company’s products under development, and through the sale of assets. On September 10, 2017, the Company entered into a Securities Purchase Agreement (the “September 2017 SPA”) with certain investors for net proceeds of approximately $3.1 million , after deducting commissions and estimated offering expenses payable by the Company. Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and warrants to purchase up to 1,068,307 shares of common stock in a private placement. The warrants were exercisable upon closing, or on September 13, 2017, at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one half years from that date. In addition, the Company issued warrants to purchase up to 106,831 shares of common stock (the “September 2017 Placement Agent Warrants”) to H.C. Wainwright & Co., LLC (“H.C. Wainwright”). The September 2017 Placement Agent Warrants were exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one half years from the closing date. On April 26, 2017, the Company completed an underwritten public offering (the “April 2017 Financing”) for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 units. Each unit consisted of one share of common stock and one warrant to purchase 0.75 of a share of common stock, sold at a public offering price of $1.40 per unit. At the time of the offering closing, the Company did not have a sufficient number of authorized common stock to cover shares of common stock issuable upon the exercise of the warrants. The sufficient number of authorized common stock became available on May 17, 2017 when the Company received stockholder approval of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock (the “Charter Amendment”) and the Charter Amendment became effective on that date. The warrants will expire five years from May 17, 2017, the date the warrants became exercisable, and the exercise price of the warrants is $1.55 per share of common stock. In connection with this transaction, the Company issued to H.C. Wainwright warrants to purchase up to 251,500 shares of common stock (the “Underwriter Warrants”). The Underwriter Warrants have substantially the same terms as the warrants sold concurrently to the investors in the offering, except that the Underwriter Warrants have a term of five years from the effective date of the related prospectus, or April 20, 2017, and an exercise price of $1.75 per share. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017, and a related prospectus. On April 20, 2017, the Company entered into a warrant amendment with the holders of the Company’s warrants to purchase common stock of the Company, issued in a financing in September 2016, pursuant to which, among other things, (i) the exercise price of the warrants was reduced to $1.55 per share (the exercise price of the warrants sold in the April 2017 Financing), and (ii) the date upon which such warrants became exercisable was changed to the effective date of the Charter Amendment, or May 17, 2017. On March 8, 2017 , the Company entered into an asset purchase agreement (the “Ferring Asset Purchase Agreement”) with Ferring International Center S.A. (“Ferring’), pursuant to which it sold to Ferring its assets and rights related to Vitaros outside of the United States for approximately $12.7 million , which consisted of an upfront payment of $11.5 million , approximately $0.7 million for the delivery of certain product-related inventory, and an aggregate of $0.5 million related to transition services. The Company used approximately $6.6 million of the proceeds from the sale to repay all outstanding amounts due and owed, including applicable termination fees, under its Loan and Security Agreement (the “Credit Facility”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (Oxford and SVB are referred to together as the “Lenders”). The Company currently has an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) under which it may offer from time to time any combination of debt securities, common and preferred stock and warrants. As of December 31, 2017 , the Company had approximately $100.0 million available under its Form S-3 shelf registration statement. Under current SEC regulations, at any time during which the aggregate market value of the Company’s common stock held by non-affiliates (“public float”), is less than $75.0 million , the amount it can raise through primary public offerings of securities in any twelve-month period using shelf registration statements is limited to an aggregate of one-third of the Company’s public float. SEC regulations permit the Company to use the highest closing sales price of the Company’s common stock (or the average of the last bid and last ask prices of the Company’s common stock) on any day within 60 days of sales under the shelf registration statement. As the Company’s public float was less than $75.0 million as of December 31, 2017 , the Company’s usage of its S-3 shelf registration statement is limited. The Company still maintains the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or in private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: • its ability to raise additional funds to finance its operations; • the outcome of the Company’s meeting with the FDA that it plans to request regarding the Vitaros NDA resubmission and its ability to overcome deficiencies raised in the 2018 CRL, if the Company believes it’s commercially reasonable to do so; • its ability to maintain compliance with the listing requirements of The Nasdaq Capital Market (“Nasdaq”); • the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; • the extent and amount of any indemnification claims made by Ferring under the Ferring Asset Purchase Agreement; • litigation expenses; • the emergence and effect of competing or complementary products; • its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; • its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; • the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; • the trading price of its common stock; and • its ability to increase the number of authorized shares outstanding to facilitate future financing events. In May 2016, the Company received notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price for its Common Stock had been below $1.00 per share for the previous thirty (30) consecutive business days. In October 2016, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) by effecting a 1-for-10 reverse stock split of its common stock. In June 2016, the Company received notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of the Company’s listed securities (“MVLS”) was below $35 million for the previous thirty (30) consecutive business days and in November 2016, the Company received a further notice from Nasdaq that it was subject to delisting for failing to meet the continued listing requirements in Rule 5550(b)(2). Such delisting was stayed when the Company requested a hearing with the Nasdaq hearings panel, after which the Company was granted a grace period to regain compliance. Under Rule 5550(b)(2), compliance can be achieved in several ways, including meeting the $35 million MVLS requirement, maintaining a stockholder’s equity value of at least $2.5 million or having net income of at least $500,000 for two of the last three fiscal years. On May 2, 2017, the Company was notified that it had evidenced full compliance with all criteria for continued listing on the Nasdaq Capital Market, including the minimum stockholders’ equity requirement. Notwithstanding the proceeds from the closing of the Ferring Asset Purchase Agreement and the proceeds from the April 2017 and September 2017 financings, in order to fund its operations during the next twelve months from the issuance date of the financial statements contained herein, the Company may need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity, or the completion of a licensing transaction for one or more of the Company’s pipeline assets. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or debt financings may have a dilutive effect on the holdings of the Company’s existing stockholders. Fair Value of Financial Instruments The Company’s financial instruments consist principally of accounts payable, accrued expenses, and historically, its Credit Facility with the Lenders. The carrying amounts of financial instruments such as accounts receivable, accounts payable and accrued expenses approximate their related fair values due to the short-term nature of these instruments. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The Company estimates useful lives as follows: • Machinery and equipment: three to five years • Furniture and fixtures: ten years • Computer software: five years Amortization of leasehold improvements and capital lease equipment is provided on a straight-line basis over the shorter of their estimated useful lives or the lease term. The costs of additions and betterments are capitalized, and repairs and maintenance costs are charged to operations in the periods incurred (see note 5 for further details). Leases Leases are reviewed and classified as capital or operating at their inception. Historically, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. The difference between rent payments and straight-line rent expense was recorded as deferred rent in accrued liabilities. In January 2018, the Company subleased a portion of its office space. During the first quarter of 2018, the Company will record a liability for the present value of the remaining lease due, offset by the sublease income reasonably expected over the remaining term of the lease. Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following table presents the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis (in thousands) as of December 31, 2017 and December 31, 2016 : Warrant liabilities Quoted Market Prices for Identical Assets Significant Other Significant Total Balance as of December 31, 2017 $ — $ — $ 694 $ 694 Balance as of December 31, 2016 — $ — $ 846 $ 846 The common stock warrant liabilities are recorded at fair value using the Black-Scholes option pricing model. The following assumptions were used in determining the fair value of the common stock warrant liabilities valued using the Black-Scholes option pricing model as of December 31, 2017 and December 31, 2016 : December 31, December 31, Risk-free interest rate 2.2%-2.2% 1.64%-1.99% Volatility 89%-89.41% 77.25%-81.03% Dividend yield — % — % Expected term 5.04-5.17 4.75-6.17 Weighted average fair value $ 0.80 $ 0.49 The following table is a reconciliation for the common stock warrant liabilities measured at fair value using Level 3 unobservable inputs (in thousands): Warrant liabilities Balance as of December 31, 2016 $ 846 Change in fair value measurement of warrant liability 646 Warrant liability reclassified to stockholders' equity (798 ) Balance as of December 31, 2017 $ 694 Of the inputs used to value the outstanding common stock warrant liabilities as of December 31, 2017 , the most subjective input is the Company’s estimate of expected volatility of its common stock. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered impaired, the amount of the impairment loss recognized is measured as the amount by which the carrying value of the asset exceeds the fair value of the asset, fair value being determined based upon future cash flows or appraised values, depending on the nature of the asset. The Company recognized no impairment losses during either of the periods presented within its financial statements. Debt Issuance Costs Historically, amounts paid related to debt financing activities were presented in the balance sheet as a direct deduction from the debt liability. Warrant Liabilities The Company’s outstanding common stock warrants issued in connection with its February 2015 and January 2016 financings are classified as liabilities in the accompanying consolidated balance sheets as they contain provisions that are considered outside of the Company’s control, such as requiring the Company to maintain active registration of the shares underlying such warrants. The warrants were recorded at fair value using the Black-Scholes option pricing model. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying consolidated statements of operations. The warrants issued in connection with the September 2016 financing were reclassified from warrant liabilities to stockholders’ equity as a result of an amendment to such warrants executed as part of the April 2017 Financing. The warrants issued in September 2016 were amended so that, under no circumstance or by any event outside of the Company’s control, can these awards be cash settled. As a result, such warrants are no longer accounted for as liabilities. The Company has issued other warrants that have similar terms whereas under no circumstance or by any event outside of the Company’s control may the shares be settled in cash. As such, these warrants are equity-classified. See note 7 for further details. Research and Development Research and development costs are expensed as incurred and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock units, or warrants. The Company excludes common stock equivalents from the calculation of diluted net income (loss) per share when the effect is anti-dilutive. Year Ended December 31, 2017 2016 Outstanding stock options 368 415 Outstanding warrants 7,084 2,318 Restricted stock units 718 115 8,170 2,848 Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The value of restricted stock unit grants is calculated based upon the closing stock price of the Company’s common stock on the date of the grant. Segment Information The Company operates under one segment which develops pharmaceutical products. Geographic Information Revenues by geographic area for the Company’s operations are as follows (in thousands): Year Ended December 31, 2017 2016 Europe (1)(2) $ 364 $ 5,093 Canada (1) 142 570 Asia Pacific (1)(2) — 100 Other (1)(2) 5 — $ 511 $ 5,763 (1) As a result of the Ferring Asset Purchase Agreement, all revenues have been reflected as discontinued operations in the statement of operations for all periods presented. (2) Amounts included have not been broken out by country as it is impractical to do so given the nature and structure of the license agreements which cover multiple countries and/or territories. The basis for attributing product sales and royalty revenues from external customers to individual countries was based on the geographic location of the end user customer. All of the Company’s net long-lived assets were located in the United States as of December 31, 2017 . As of December 31, 2016 , approximately $0.7 million of the Company’s net long-lived assets were located in Canada and the remainder were located in the United States. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in Topic 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company does not expect the adoption of the new standard will have a material effect on its consolidated financial statements and related disclosure. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 2), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 does not have a material effect on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating whether the adoption of the new standard will have a material effect on its consolidated financial statements and related disclosures. |
Ferring Asset Purchase Agreemen
Ferring Asset Purchase Agreement and Discontinued Operations (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Ferring Asset Purchase Agreement and Discontinued Operations | 3. FERRING ASSET PURCHASE AGREEMENT AND DISCONTINUED OPERATIONS On March 8, 2017 , the Company entered into the Ferring Asset Purchase Agreement, pursuant to which, and on the terms and subject to the conditions thereof, among other things, the Company agreed to sell to Ferring its assets and rights (the “Purchased Assets”) related to the business of developing, marketing, distributing, and commercializing, outside the United States, the Company’s products currently marketed or in development, intended for the topical treatment of sexual dysfunction (the “Product Business”), including products sold under the name Vitaros (the “Products”) for approximately $12.7 million . The Purchased Assets include, among other things, certain pending and registered patents and trademarks, contracts, manufacturing equipment and regulatory approvals relating to the Products outside of the United States. The Company retained the U.S. development and commercialization rights for Vitaros and a license from Ferring (the “Ferring License”) for intellectual property rights for Vitaros and other products which relate to development both within the United States and internationally. Pursuant to the terms of the Ferring Asset Purchase Agreement, Ferring paid the Company $11.5 million in cash at closing and paid approximately $0.7 million for the value of inventory related to the Products in April 2017. The Company was also eligible to receive two additional quarterly payments totaling $0.5 million for transition services, the first of which was received in July 2017 and the second of which was received in September 2017. The Company used a portion of the proceeds from the sale of the Purchased Assets to repay all amounts owed, including applicable termination fees, under the Credit Facility, which was approximately $6.6 million . The extinguishment of the Credit Facility was a stipulation of the Ferring Asset Purchase Agreement; however, since it was corporate debt, the loss on extinguishment was not offset against the gain on the sale of the Purchased Assets. As of the transaction date, Ferring assumed responsibility for future obligations under the purchased contracts and regulatory approvals, as well as other liabilities associated with the Purchased Assets arising after the closing date, including $1.1 million , the remainder of the installment payments owed by the Company to Sandoz as a condition under the termination agreement between the two parties. The Company retained all liabilities associated with the Purchased Assets arising prior to the closing date. Under the Ferring Asset Purchase Agreement, the Company has also agreed to indemnify Ferring for, among other things, breaches of its representations, warranties and covenants, any liability for which it remains responsible and its failure to pay certain taxes or comply with certain laws, subject to a specified deductible in certain cases. The Company’s aggregate liability under such indemnification claims is generally limited to $2.0 million . At the closing of the Ferring Asset Purchase Agreement, the Company entered into the Ferring License with respect to certain intellectual property rights necessary to or useful for its exploitation of the Purchased Assets within the United States and for its exploitation of the Purchased Assets in certain fields outside of sexual dysfunction, including for the treatment of Raynaud’s Phenomenon, outside the United States. The parties granted one another a royalty free, perpetual and non-exclusive license to product know-how in their respective fields and territories and Ferring granted the Company a royalty-free, perpetual and exclusive license to certain patents in the field of sexual dysfunction in the United States and in certain fields other than sexual dysfunction outside of the United States. The Ferring Asset Purchase Agreement was treated as a sale of a business and the total proceeds from the sale were allocated to the Purchased Assets. The total gain on sale of the Purchased Assets to Ferring consisted of the following (in thousands): Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 Discontinued Operations The Company had $0.02 million in accrued expenses related to discontinued operations as of September 30, 2018 . There were no assets and liabilities presented as discontinued operations as of December 31, 2017 . The operating results related to discontinued operations during the three and nine months ended September 30, 2018 and 2017 are as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Product sales $ — $ — $ — $ 143 Royalty revenue — — — 368 Cost of goods sold — — (24 ) (74 ) Operating expenses — (73 ) — (821 ) Other expense — — — (16 ) Gain on sale — 250 — 12,317 Income (loss) from discontinued operations $ — $ 177 $ (24 ) $ 11,917 Product sales, royalty revenue and cost of goods sold all relate to the sale of Vitaros product outside of the United States. Historically, the Company relied on its former commercial partners to sell Vitaros in approved markets and received royalty revenue from its former commercial partners based upon the amount of those sales. Royalty revenues were computed and recognized on a quarterly basis, typically one quarter in arrears, and at the contractual royalty rate pursuant to the terms of each respective license agreement. Operating expenses for the prior period include primarily patent and legal fees and accounting expenses incurred in connection with the Ferring Asset Purchase Agreement. | 2. FERRING ASSET PURCHASE AGREEMENT AND DISCONTINUED OPERATIONS On March 8, 2017 , the Company entered into the Ferring Asset Purchase Agreement, pursuant to which, and on the terms and subject to the conditions thereof, among other things, the Company agreed to sell to Ferring its assets and rights (the “Purchased Assets”) related to the business of developing, marketing, distributing, and commercializing, outside the United States, the Company’s products currently marketed or in development, intended for the topical treatment of sexual dysfunction (the “Product Business”), including products sold under the name Vitaros (the “Products”) for approximately $12.7 million . The Purchased Assets include, among other things, certain pending and registered patents and trademarks, contracts, manufacturing equipment and regulatory approvals relating to the Products outside of the United States. The Company retained the U.S. development and commercialization rights for Vitaros and a license from Ferring (the “Ferring License”) for intellectual property rights for Vitaros and other products which relate to development both within the United States and internationally. Pursuant to the terms of the Ferring Asset Purchase Agreement, Ferring paid the Company $11.5 million in cash at closing and paid approximately $0.7 million for the value of inventory related to the Products in April 2017. The Company was also eligible to receive two additional quarterly payments totaling $0.5 million for transition services, the first of which was received in July 2017 and the second of which was received in September 2017. The Company used a portion of the proceeds from the sale of the Purchased Assets to repay all amounts owed, including applicable termination fees, under the Credit Facility, which was approximately $6.6 million . The extinguishment of the Credit Facility was a stipulation of the Ferring Asset Purchase Agreement; however, since it was corporate debt, the loss on extinguishment was not offset against the gain on the sale of the Purchased Assets. As of the transaction date, Ferring assumed responsibility for future obligations under the purchased contracts and regulatory approvals, as well as other liabilities associated with the Purchased Assets arising after the closing date, including $1.1 million , the remainder of the installment payments owed by the Company to Sandoz as a condition under the termination agreement between the two parties. The Company retained all liabilities associated with the Purchased Assets arising prior to the closing date. Under the Ferring Asset Purchase Agreement, the Company has also agreed to indemnify Ferring for, among other things, breaches of its representations, warranties and covenants, any liability for which it remains responsible and its failure to pay certain taxes or comply with certain laws, subject to a specified deductible in certain cases. The Company’s aggregate liability under such indemnification claims is generally limited to $2.0 million . At the closing of the Ferring Asset Purchase Agreement, the Company entered into the Ferring License with respect to certain intellectual property rights necessary to or useful for its exploitation of the Purchased Assets within the United States and for its exploitation of the Purchased Assets in certain fields outside of sexual dysfunction, including for the treatment of Raynaud’s Phenomenon, outside the United States. The parties granted one another a royalty free, perpetual and non-exclusive license to product know-how in their respective fields and territories and Ferring granted the Company a royalty-free, perpetual and exclusive license to certain patents in the field of sexual dysfunction in the United States and in certain fields other than sexual dysfunction outside of the United States. The Ferring Asset Purchase Agreement was treated as a sale of a business and the total proceeds from the sale were allocated to the Purchased Assets. The total gain on sale of the Purchased Assets to Ferring consisted of the following: Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 Discontinued Operations The Company had no assets and liabilities presented as discontinued operations as of December 31, 2017 . The carrying amounts of the assets and liabilities of the Company’s discontinued operations as of December 31, 2016 are as follows (in thousands): December 31, Accounts receivable $ 530 Inventories 764 Prepaid expenses and other current assets 76 Current assets of discontinued operations 1,370 Property and equipment, net 842 Total assets of discontinued operations $ 2,212 Accounts payable 197 Accrued expenses 1,737 Total liabilities of discontinued operations $ 1,934 The operating results of the Company’s discontinued operations are as follows (in thousands): Year Ended 2017 2016 Product sales $ 143 $ 675 Royalty revenue 368 1,088 License fee revenue — 4,000 Cost of goods sold (74 ) (511 ) Cost of Sandoz rights (10 ) (3,380 ) Operating expenses (658 ) (1,606 ) Other expense (16 ) (40 ) Gain on sale 12,317 — Income from discontinued operations $ 12,070 $ 226 Product sales, royalty revenue and cost of goods sold all relate to the sale of Vitaros product outside of the United States. Historically, the Company relied on its former commercial partners to sell Vitaros in approved markets and received royalty revenue from its former commercial partners based upon the amount of those sales. Royalty revenues were computed and recognized on a quarterly basis, typically one quarter in arrears, and at the contractual royalty rate pursuant to the terms of each respective license agreement. The Company recorded $0.4 million in royalty revenue during the year ended December 31, 2017 related to sales of Vitaros prior to the completion of the Ferring Asset Purchase Agreement, during the fourth quarter of 2016 and the first quarter of 2017. “Cost of Sandoz rights” represents the payments owed by the Company to Sandoz as a condition under the termination agreement between the two parties related to Vitaros outside of the United States. Operating expenses for the current periods include primarily patent and legal fees and accounting expenses incurred in connection with the Ferring Asset Purchase Agreement. |
Allergan In-Licensing Agreement
Allergan In-Licensing Agreement (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
In-Licensing Agreement [Abstract] | ||
Allergan In-Licensing Agreement | 4. ALLERGAN IN-LICENSING AGREEMENT In 2009, Warner Chilcott Company, Inc., now a subsidiary of Allergan, acquired the commercial rights to Vitaros in the United States. In September 2015, the Company entered into a license agreement and amendment to the original agreement with Warner Chilcott Company, Inc., granting the Company exclusive rights to develop and commercialize Vitaros in the United States in exchange for a $1.0 million upfront payment, paid in September 2015, and a $1.5 million regulatory milestone payment, paid in September 2017 following the FDA’s acknowledgment of receipt of the Company’s NDA resubmission. Since the intangibles acquired in the license agreement do not have an alternative future use, all costs incurred including the upfront payment and the regulatory milestone payment, were treated as research and development expense. As part of the license agreement, Allergan has the right to exercise a one-time opt-in right to assume all future commercialization activities in the United States, assuming FDA approval, in exchange for a total of $25.0 million in upfront and potential launch milestone payments owed to the Company, plus a high double-digit royalty in the ten to twenty percent range on Allergan’s net sales of the product. If Allergan elects not to exercise its opt-in right, the Company expects to commercialize Vitaros by partnering with a pharmaceutical company with established sales and marketing capabilities. In 2008, the FDA issued a CRL (the “2008 CRL”) for the Vitaros NDA, identifying certain deficiencies in the application. Based on the Company’s subsequent interactions with the FDA and after completion of further drug-device engineering and other activities intended to address issues previously raised in the 2008 CRL, which included human factor testing and new non-clinical studies, the Company resubmitted the Vitaros NDA in August 2017. On February 15, 2018, the FDA issued the 2018 CRL, identifying deficiencies related to chemistry, manufacturing and controls (“CMC”) and indicating that the modest treatment effect did not outweigh certain safety concerns specific to the 2.5% concentration of its permeation enhancer NexACT (DDAIP.HCl) contained in the current formulation. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to potentially reach approval. T he Company has initiated discussions with interested parties for the U.S. Vitaros rights to enable its continued development and potential approval in exchange for financial terms commensurate with a development stage asset. | 3. ALLERGAN IN-LICENSING AGREEMENT In 2009, Warner Chilcott Company, Inc., now a subsidiary of Allergan, acquired the commercial rights to Vitaros in the United States. In September 2015, the Company entered into a license agreement and amendment to the original agreement with Warner Chilcott Company, Inc., granting the Company exclusive rights to develop and commercialize Vitaros in the United States in exchange for a $1.0 million upfront payment, paid in September 2015, and a $1.5 million regulatory milestone payment, paid in September 2017 following the FDA’s acknowledgment of receipt of the Company’s NDA resubmission. Since the intangibles acquired in the license agreement do not have alternative future use, all costs incurred including the upfront payment and the regulatory milestone payment, were treated as research and development expense. As part of the license agreement, Allergan has the right to exercise a one-time opt-in right to assume all future commercialization activities in the United States, assuming FDA approval, for a total of $25.0 million in upfront and potential launch milestone payments owed to the Company for that right, plus a high double-digit royalty on Allergan’s net sales of the product. If Allergan elects not to exercise its opt-in right, the Company expects to commercialize Vitaros, either through an internally built commercial organization, a contract sales force or by partnering with a pharmaceutical company with established sales and marketing capabilities. In 2008, the FDA issued a complete response letter (the“2008 CRL”) for the Vitaros NDA, identifying certain deficiencies in the application. A complete response letter (“CRL”) is a communication from the FDA that informs companies that an application cannot be approved in its present form. Based on the Company’s subsequent interactions with the FDA and after completion of further drug-device engineering and other activities intended to address issues previously raised in the 2008 CRL, which included human factor testing and new non-clinical studies, the Company resubmitted the Vitaros NDA in August 2017. The 2018 CRL identified deficiencies related to chemistry, manufacturing and controls (“CMC”) and that the modest treatment effect did not outweigh certain safety concerns specific to the 2.5% concentration of its permeation enhancer NexACT (DDAIP.HCl) contained in the current formulation. In March 2018, the Company plans to request an end-of-review meeting with the FDA to further clarify the deficiencies raised in the CRL and to assess the best pathway forward for a potential approval of Vitaros. Based on FDA guidelines, this meeting is expected to take place within 30 days of the FDA receiving the request, or April 2018. 4. FORENDO IN-LICENSING AGREEMENT In October 2014, the Company entered into a license agreement (the “Forendo License”) and stock issuance agreement with Forendo Pharma Ltd. (“Forendo”), under which the Company was granted the exclusive right in the United States to develop and commercialize fispemifene, a tissue-specific selective estrogen receptor modulator (“SERM”) designed to treat symptomatic secondary hypogonadism, as well as chronic prostatitis and lower urinary tract symptoms in men. In exchange for the license, the Company issued to Forendo approximately 3.6 million shares of common stock with a value of $5.9 million based on the Company’s closing stock price on the date of the agreement and made an upfront cash payment of $5.0 million . The Company made an additional payment of $2.5 million to Forendo in April 2015 pursuant to the terms of the agreement. There were additional regulatory milestones for a total of $42.5 million , up to $260.0 million in sales milestones, plus tiered mid-range double-digit royalties in the ten to twenty percent range based on its sales of the product in the United States. The Company conducted a randomized double-blind Phase 2b clinical trial in symptomatic secondary hypogonadism and released top-line data during the first quarter of 2016 indicating that the study did not achieve statistical significance for either the erectile function primary endpoint or low libido secondary endpoint. Achievement of one or both of these clinical endpoints was essential in order to meet U.S. FDA regulatory requirements. As a result, the Company discontinued all development of fispemifene in secondary hypogonadism and on August 29, 2017, the Company terminated the Forendo License. Subsequently, in December 2017, the Company and Forendo entered into a mutual termination agreement and release, whereby the parties modified certain terms under the Forendo License and the related stock issuance agreement, primarily related to the Company’s recoupment of cost for fispemifene API. Under terms of the mutual termination agreement and release, Forendo paid the Company $0.2 million during the first quarter of 2018 in exchange for the initial transfer of the API and the Company is entitled to future payments up to the remaining cost of acquisition of the API, or $0.6 million , to be paid upon the execution of a future licensing transaction related to the product, which is subject to acceleration in certain circumstances. |
Forendo In-Licensing Agreement
Forendo In-Licensing Agreement (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
In-Licensing Agreement [Abstract] | ||
Forendo In-Licensing Agreement | 4. ALLERGAN IN-LICENSING AGREEMENT In 2009, Warner Chilcott Company, Inc., now a subsidiary of Allergan, acquired the commercial rights to Vitaros in the United States. In September 2015, the Company entered into a license agreement and amendment to the original agreement with Warner Chilcott Company, Inc., granting the Company exclusive rights to develop and commercialize Vitaros in the United States in exchange for a $1.0 million upfront payment, paid in September 2015, and a $1.5 million regulatory milestone payment, paid in September 2017 following the FDA’s acknowledgment of receipt of the Company’s NDA resubmission. Since the intangibles acquired in the license agreement do not have an alternative future use, all costs incurred including the upfront payment and the regulatory milestone payment, were treated as research and development expense. As part of the license agreement, Allergan has the right to exercise a one-time opt-in right to assume all future commercialization activities in the United States, assuming FDA approval, in exchange for a total of $25.0 million in upfront and potential launch milestone payments owed to the Company, plus a high double-digit royalty in the ten to twenty percent range on Allergan’s net sales of the product. If Allergan elects not to exercise its opt-in right, the Company expects to commercialize Vitaros by partnering with a pharmaceutical company with established sales and marketing capabilities. In 2008, the FDA issued a CRL (the “2008 CRL”) for the Vitaros NDA, identifying certain deficiencies in the application. Based on the Company’s subsequent interactions with the FDA and after completion of further drug-device engineering and other activities intended to address issues previously raised in the 2008 CRL, which included human factor testing and new non-clinical studies, the Company resubmitted the Vitaros NDA in August 2017. On February 15, 2018, the FDA issued the 2018 CRL, identifying deficiencies related to chemistry, manufacturing and controls (“CMC”) and indicating that the modest treatment effect did not outweigh certain safety concerns specific to the 2.5% concentration of its permeation enhancer NexACT (DDAIP.HCl) contained in the current formulation. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to potentially reach approval. T he Company has initiated discussions with interested parties for the U.S. Vitaros rights to enable its continued development and potential approval in exchange for financial terms commensurate with a development stage asset. | 3. ALLERGAN IN-LICENSING AGREEMENT In 2009, Warner Chilcott Company, Inc., now a subsidiary of Allergan, acquired the commercial rights to Vitaros in the United States. In September 2015, the Company entered into a license agreement and amendment to the original agreement with Warner Chilcott Company, Inc., granting the Company exclusive rights to develop and commercialize Vitaros in the United States in exchange for a $1.0 million upfront payment, paid in September 2015, and a $1.5 million regulatory milestone payment, paid in September 2017 following the FDA’s acknowledgment of receipt of the Company’s NDA resubmission. Since the intangibles acquired in the license agreement do not have alternative future use, all costs incurred including the upfront payment and the regulatory milestone payment, were treated as research and development expense. As part of the license agreement, Allergan has the right to exercise a one-time opt-in right to assume all future commercialization activities in the United States, assuming FDA approval, for a total of $25.0 million in upfront and potential launch milestone payments owed to the Company for that right, plus a high double-digit royalty on Allergan’s net sales of the product. If Allergan elects not to exercise its opt-in right, the Company expects to commercialize Vitaros, either through an internally built commercial organization, a contract sales force or by partnering with a pharmaceutical company with established sales and marketing capabilities. In 2008, the FDA issued a complete response letter (the“2008 CRL”) for the Vitaros NDA, identifying certain deficiencies in the application. A complete response letter (“CRL”) is a communication from the FDA that informs companies that an application cannot be approved in its present form. Based on the Company’s subsequent interactions with the FDA and after completion of further drug-device engineering and other activities intended to address issues previously raised in the 2008 CRL, which included human factor testing and new non-clinical studies, the Company resubmitted the Vitaros NDA in August 2017. The 2018 CRL identified deficiencies related to chemistry, manufacturing and controls (“CMC”) and that the modest treatment effect did not outweigh certain safety concerns specific to the 2.5% concentration of its permeation enhancer NexACT (DDAIP.HCl) contained in the current formulation. In March 2018, the Company plans to request an end-of-review meeting with the FDA to further clarify the deficiencies raised in the CRL and to assess the best pathway forward for a potential approval of Vitaros. Based on FDA guidelines, this meeting is expected to take place within 30 days of the FDA receiving the request, or April 2018. 4. FORENDO IN-LICENSING AGREEMENT In October 2014, the Company entered into a license agreement (the “Forendo License”) and stock issuance agreement with Forendo Pharma Ltd. (“Forendo”), under which the Company was granted the exclusive right in the United States to develop and commercialize fispemifene, a tissue-specific selective estrogen receptor modulator (“SERM”) designed to treat symptomatic secondary hypogonadism, as well as chronic prostatitis and lower urinary tract symptoms in men. In exchange for the license, the Company issued to Forendo approximately 3.6 million shares of common stock with a value of $5.9 million based on the Company’s closing stock price on the date of the agreement and made an upfront cash payment of $5.0 million . The Company made an additional payment of $2.5 million to Forendo in April 2015 pursuant to the terms of the agreement. There were additional regulatory milestones for a total of $42.5 million , up to $260.0 million in sales milestones, plus tiered mid-range double-digit royalties in the ten to twenty percent range based on its sales of the product in the United States. The Company conducted a randomized double-blind Phase 2b clinical trial in symptomatic secondary hypogonadism and released top-line data during the first quarter of 2016 indicating that the study did not achieve statistical significance for either the erectile function primary endpoint or low libido secondary endpoint. Achievement of one or both of these clinical endpoints was essential in order to meet U.S. FDA regulatory requirements. As a result, the Company discontinued all development of fispemifene in secondary hypogonadism and on August 29, 2017, the Company terminated the Forendo License. Subsequently, in December 2017, the Company and Forendo entered into a mutual termination agreement and release, whereby the parties modified certain terms under the Forendo License and the related stock issuance agreement, primarily related to the Company’s recoupment of cost for fispemifene API. Under terms of the mutual termination agreement and release, Forendo paid the Company $0.2 million during the first quarter of 2018 in exchange for the initial transfer of the API and the Company is entitled to future payments up to the remaining cost of acquisition of the API, or $0.6 million , to be paid upon the execution of a future licensing transaction related to the product, which is subject to acceleration in certain circumstances. |
Other Financial Information (FY
Other Financial Information (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Other Financial Information | 5. OTHER FINANCIAL INFORMATION Accrued Expenses Accrued expenses are comprised of the following (in thousands): September 30, December 31, Professional fees $ 672 $ 575 Outside research and development services 2 61 Other 92 14 $ 766 $ 650 | 5. OTHER FINANCIAL INFORMATION Property and Equipment Property and equipment are comprised of the following (in thousands): December 31, 2017 2016 Leasehold improvements $ 20 $ 20 Machinery and equipment 270 279 Capital lease equipment 76 76 Computer software 130 130 Furniture and fixtures 25 25 Total property and equipment 521 530 Less: accumulated depreciation and amortization (442 ) (366 ) Property and equipment, net $ 79 $ 164 Depreciation expense totaled $0.1 million for each of the years ended December 31, 2017 and 2016 , respectively. Accrued Expenses Accrued expenses are comprised of the following (in thousands): December 31, 2017 2016 Professional fees $ 575 $ 880 Outside research and development services 61 142 Deferred compensation — 134 Other 14 177 Accrued expenses, net $ 650 $ 1,333 Other Long Term Liabilities Other long term liabilities are comprised of the following (in thousands): December 31, 2017 2016 Deferred rent 46 76 Security deposit 12 — Other long term liabilities, net $ 58 $ 76 |
Debt (FY)
Debt (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT Credit Facility On October 17, 2014 (the “Closing Date”), the Company entered into the Credit Facility with the Lenders, pursuant to which the Lenders agreed, subject to certain conditions, to make term loans totaling up to $10.0 million available to the Company. The first $5.0 million term loan was funded on the Closing Date. A second term loan of $5.0 million was funded at the Company’s request on July 23, 2015. The first and second term loans had annual interest rates of 7.95% and 8.01% , respectively. The repayment schedule provided for interest-only payments in arrears until November 2015, followed by consecutive equal monthly payments of principal and interest in arrears through the original maturity date, which was October 1, 2018 (the “Maturity Date”). On the Closing Date, the Company issued warrants to purchase up to an aggregate of 19,380 shares of common stock at an exercise price of $12.90 per share to the Lenders. On July 23, 2015, in connection with the funding of the second term loan, the Company issued additional warrants to purchase up to an aggregate of 15,244 shares of common stock at an exercise price of $16.40 per share to the Lenders. The warrants were exercisable upon issuance and expire ten years from their dates of issuance. The warrants were classified in equity since they do not include provisions that would require the Company to repurchase its shares or cash settle, among other factors that would require liability classification. The fair value of the warrants at issuance of approximately $0.1 million was initially recorded as a discount to the principal balance and was being amortized over the life of the Credit Facility using the effective interest method. As a result of the prepayment of the Credit Facility in March 2017, the remaining discount was also written off. On March 8, 2017 , pursuant to the Ferring Asset Purchase Agreement, the Company repaid to the Lenders all amounts due and owed in full under the Credit Facility. Per the Credit Facility, the Company was subject to a prepayment fee of up to 3% since prepaying the outstanding balance of the term loans in full prior to the Maturity Date. Upon repayment of each term loan, the Company was also required to make a final payment to the Lenders equal to 6% of the original principal amount of each term loan. This final payment had been partially accreted over the life of the Credit Facility using the effective interest method. The final payment included the outstanding balance of the term loans in full as well as (i) a prepayment fee of approximately 2% , or $0.1 million , (ii) a final payment equal to 6% of the original principal amount of each term loan, or $0.6 million , and (iii) per diem interest of approximately $0.05 million , for a total payment of $6.6 million . The Company’s notes payable balance as of December 31, 2017 was zero as the balance had been paid in full. As of December 31, 2016 the notes payable balance consisted of the following (in thousands): December 31, Notes payable, principal $ 6,392 Add: accretion of final payment fee 378 Less: unamortized debt discount (120 ) Total notes payable 6,650 Pursuant to the terms of the Credit Facility, the Lenders had a senior-secured lien on all of the Company’s current and future assets, other than its intellectual property. The Lenders had the right to declare the term loans immediately due and payable in an event of default under the Credit Facility, which included, among other things, a material adverse change in the Company’s business, operations, or financial condition or a material impairment in the prospect of repayment of the term loan. As of December 31, 2016 , the Company was in compliance with all covenants under the Credit Facility and had not received any notification or indication from the Lenders of an intent to declare the loan due prior to maturity. However, due to the Company’s cash flow position and the substantial doubt about its being able to continue as a going concern at the time, the entire principal amount of the Credit Facility was presented in short-term liabilities as of December 31, 2016. The Company recognized interest expense related to the Credit Facility of $0.1 million and $1.0 million during the years ended December 31, 2017 and 2016 , respectively. Although the extinguishment of the debt was a closing condition of the Ferring Asset Purchase Agreement, since the Credit Facility was related to corporate debt, the loss on extinguishment and related interest expense is presented on the consolidated statements of operations as continuing operations. |
Stockholders' Equity (FY)
Stockholders' Equity (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Stockholders' Equity | 6. STOCKHOLDERS' EQUITY Common Stock Offerings September 2018 Financing On September 20, 2018, the Company entered into a Securities Purchase Agreement (the “September 2018 SPA”) with an accredited investor (the “Purchaser”) for net proceeds of approximately $1.1 million . Pursuant to the September 2018 SPA, the Company sold 4,600,000 shares of the Company’s common stock, at a purchase price of $0.27 per share and warrants to purchase up to 3,450,000 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.30 per share, in a private placement. In addition, the Company issued warrants to purchase up to 230,000 shares of common stock to H.C. Wainwright (the “September 2018 Placement Agent Warrants”). The September 2018 Placement Agent Warrants are exercisable beginning six months after issuance at an exercise price of $0.3375 per share, and expire five years from the initial exercise date. The Company also issued additional warrants to the Purchaser in an amount of 2,677,160 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.40 per share (all warrants issued to the Purchaser in the September 2018 SPA, the “September 2018 Warrants”). The September 2018 Warrants are exercisable for five years from the initial exercise date. It is explicitly stated in the Form of Warrant for both the September 2018 Warrants and the September 2018 Placement Agent Warrants that under no circumstances would the Company be required to net cash settle the warrants. In connection with the September 2018 SPA, the Purchaser agreed to enter into a voting agreement with the Company to vote all of their respective shares of the Company's capital stock in favor of the approval of the Merger Agreement. The total initial $0.9 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The September 2018 Warrants and the September 2018 Placement Agent Warrants were classified as equity and valued using assumptions of an expected term of 5.5 years for each, a volatility of 107.3% for each, annual rate of dividends of 0% for each, and risk-free interest rates of 2.97% for each. Transaction costs of approximately $0.2 million were netted against the proceeds allocated to the common stock shares in equity. In addition, pursuant to the terms of the September 2018 SPA, outstanding warrants to purchase up to 2,677,160 shares of common stock previously issued to and held by the Purchaser were cancelled at the closing, which occurred on September 24, 2018. The fair value of the exchange between the warrants previously issued and outstanding prior to the September 2018 SPA and those issued in replacement of those warrants was $0.6 million on the date of the modification, which resulted in a charge of $0.1 million to change in fair value of warrant liability on the condensed consolidated statements of operations. June 2018 Warrant Amendment On June 22, 2018, the Company entered into the Subscription Agreement Amendment with the Investors, which, among other things, removed the Investors’ preemptive rights with respect to future issuances of the Company's equity securities. Concurrently with the Subscription Agreement Amendment, the Company entered into the June 2018 Warrant Amendment with Sarissa Offshore regarding the 2015 and 2016 Warrants, pursuant to which the exercise price of the warrants was reduced from $0.71 to $0.42 per share. The amendment to the warrants resulted in a charge of approximately $17,000 , which was recorded as amendment of equity classified warrants expense during the three months ended June 30, 2018. March 2018 Warrant Amendment In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of the 2015 and 2016 Warrants, which, among other things, (i) reduced the exercise price of the 2015 and 2016 Warrants from $8.80 to $0.71 per share, and (ii) amended certain provisions of the 2015 and 2016 Warrants such that they can no longer be net-cash settled. The fair value of the 2015 and 2016 Warrants on the date of the modification was $0.5 million , which resulted in a charge of $0.1 million to change in fair value of warrant liability on the condensed consolidated statements of operations, resulting in a total charge of $0.2 million for the three months ended March 31, 2018. Upon modification, the 2015 and 2016 Warrants were reclassified to stockholders’ equity. April 2018 Financing & Warrant Amendment On April 2, 2018, the Company completed the April 2018 Financing for net proceeds of approximately $2.9 million , after deducting placement agent fees and other estimated offering expenses for the sale. Pursuant to the agreement, the Company sold 7,100,000 of the Company’s 2018 Units. The April 2018 Warrants issued pursuant to the April 2018 Financing have an exercise price equal to $0.50 per share of common stock, and are only exercisable following the Company's announcement that it has received stockholder approval of the 2018 Charter Amendment and the effective date of the 2018 Charter Amendment. The April 2018 Warrants will expire five years from the date they are first exercisable. In addition, the Company issued the April 2018 Placement Agent Warrants to purchase up to 355,000 shares of common stock to H.C. Wainwright. The April 2018 Placement Agent Warrants are exercisable upon the announcement of the effectiveness of the 2018 Charter Amendment at an exercise price of $0.625 per share, and also expire five years from that date. It is explicitly stated in the Form of Warrant for both the April 2018 Warrants and the Placement Agent Warrants that under no circumstances may the shares be settled in cash. The total initial $1.2 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The April 2018 Warrants and the April 2018 Placement Agent Warrants were classified as equity and valued using assumptions of expected terms of 5.12 years and 5.0 years, volatilities of 104.0% and 105% , respectively, annual rate of dividends of 0% , and risk-free interest rates of 2.55% for each. Transaction costs of approximately $0.7 million were netted against the proceeds allocated to the common stock shares in equity. In connection with the April 2018 Financing, the Company entered into a warrant amendment with the holders of the Company’s warrants to purchase common stock of the Company, issued in the September 2017 Financing. See below for details. September 2017 Financing On September 10, 2017, the Company entered into the September 2017 SPA with certain accredited investors for net proceeds of approximately $3.1 million . Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and the September 2017 Warrants. The September 2017 Warrants were exercisable upon closing, or on September 13, 2017 , at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one-half years from that date. In addition, the Company issued the September 2017 Placement Agent Warrants to H.C. Wainwright. The September 2017 Placement Agent Warrants were exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one-half years from the closing date. The standalone fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The September 2017 Warrants and the September 2017 Placement Agent Warrants were valued using assumptions of expected terms of 2.5 years for each, volatilities of 110.4% for each, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.38% for each. The terms of the warrants state that under no circumstance may the shares be net-cash settled. Therefore, the September 2017 Warrants and the September 2017 Placement Agent Warrants have been classified within stockholders’ equity. The total proceeds from the private placement were allocated to the common stock and warrants on a relative fair values basis, with $2.8 million attributed to the common stock and $0.9 million attributed to the warrants. Transaction costs of approximately $0.6 million were netted against the proceeds and allocated to the common stock shares in equity. In connection with the April 2018 Financing, the Company entered in the April 2018 Warrant Amendment, which (i) reduced the exercise price of the September 2017 Warrants and the September 2017 Placement Agent Warrants to $0.60 per share (the closing price of the Company’s stock on March 27, 2018, the date of the amendment), and (ii) changed the date upon which such warrants become exercisable to the effective date of the 2018 Charter Amendment. The April 2018 Warrant Amendment resulted in a charge of approximately $0.1 million , which was recorded as amendment of equity classified warrants in the condensed consolidated statement of operations for the three months ended March 31, 2018. April 2017 Financing & Warrant Amendment On April 26, 2017, the Company completed the April 2017 Financing for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 of the Company’s 2017 Units. The April 2017 Warrants issued pursuant to the April 2017 Financing became exercisable only following the Company's announcement that it has received stockholder approval of the effectiveness of the 2017 Charter Amendment and the 2017 Charter Amendment had become effective. The April 2017 Warrants were exercisable upon the effective date of the 2017 Charter Amendment on May 17, 2017, expire five years from such date and have an exercise price $1.55 per share of common stock. In connection with this transaction, the Company also issued to H.C. Wainwright the 2017 Underwriter Warrants, which have substantially the same terms as the April 2017 Warrants, except that the 2017 Underwriter Warrants have a term of five years from April 20, 2017 and an exercise price of $1.75 per share. The terms of the April 2017 Warrants and the 2017 Underwriter Warrants state that under no circumstance may the shares be net-cash settled. Therefore, they have been classified within stockholders’ equity. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017 (File No. 333-217036), and a related prospectus. The total initial $2.9 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The warrants and Underwriter Warrants were valued using assumptions of expected terms of 5.06 and 5.0 years, respectively, volatilities of 88.3% and 88.7% , respectively, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.8% for each. Transaction costs of approximately $1.1 million were netted against the proceeds allocated to the common stock shares in equity. Pursuant to the April 2017 Financing, the Company entered into the April 2017 Warrant Amendment with the holders of the Company’s September 2016 Warrants, issued in the September 2016 Financing. See below for details. September 2016 Financing In September 2016, the Company completed the September 2016 Financing, which was a registered direct offering of 1,082,402 shares of common stock at a purchase price of $3.45 per share with a group of investors. Concurrently in a private placement, for each share of common stock purchased by each investor, such investor received from the Company an unregistered warrant to purchase three quarters of a share of common stock (the “2016 Private Placement Warrants”). Initially, the 2016 Private Placement Warrants had an exercise price of $4.50 per share, were exercisable beginning six months from the initial issuance date, and would expire five and a half years from the initial issuance date. The aggregate gross proceeds from the sale of the common stock and warrants was approximately $3.7 million , and the net proceeds after deduction of commissions, fees and expenses was approximately $3.2 million . In connection with this transaction, the Company issued to the placement agent warrants to purchase up to 54,123 shares of common stock sold in this offering (the “2016 Placement Agent Warrants” and, together with the 2016 Private Placement Warrants, the “September 2016 Warrants”). The 2016 Placement Agent Warrants have substantially the same terms as the 2016 Private Placement Warrants, except that initially, the 2016 Placement Agent Warrants had an exercise price of $4.3125 per share and would expire five years from the initial issuance date. Initially, the September 2016 Warrants were accounted for as liabilities and fair-valued at the issuance date. Out of the total gross proceeds, $1.6 million was allocated to the 2016 Private Placement Warrants based on their fair value, and the rest was allocated to the common stock and recorded in equity. Also, in connection with the transaction, the Company incurred cash-based transaction costs of approximately $0.5 million and non-cash transaction costs of $0.1 million related to the fair value of the 2016 Placement Agent Warrants. These costs were allocated between the warrant liability and the equity based on their relative values at the issuance date. The transaction costs that were allocated to the warrant liability of approximately $0.3 million were expensed and included in other financing expenses on the condensed consolidated statements of operations and the transaction costs of approximately $0.4 million related to the common stock were netted against the proceeds allocated to the common stock shares in equity. In connection with the April 2017 Financing, the Company entered into the April 2017 Warrant Amendment, which, among other things, (i) reduced the exercise price of the September 2016 Warrants to $1.55 per share (the exercise price of the April 2017 Warrants), (ii) amended the terms of the agreement so that the shares cannot be cash settled under any circumstance, and (iii) changed the date upon which such warrants became exercisable to the effective date of the Charter Amendment, or May 17, 2017. Based upon the amended terms of the agreement, the September 2016 Warrants were reclassified to stockholders’ equity at the time of the April 2017 Warrant Amendment. The fair value of the September 2016 Warrants on that date was $0.8 million , which resulted in a charge of $0.2 million to change in fair value of warrant liability on the condensed consolidated statements of operations before reclassification to stockholders’ equity during the second quarter of 2017. July 2016 Aspire Common Stock Purchase Agreement In July 2016, the Company and Aspire Capital entered into the Aspire Purchase Agreement, which provided that Aspire Capital was committed to purchase, if the Company chose to sell and at the Company’s discretion, an aggregate of up to $7.0 million of shares of the Company’s common stock over the 24 -month term of the Aspire Purchase Agreement. The Aspire Purchase Agreement could have been terminated at any time by the Company by delivering notice to Aspire Capital. On the Aspire Closing Date, the Company delivered to Aspire Capital a commitment fee of 151,899 shares of the Company’s common stock at a value of $0.6 million , in consideration for Aspire Capital entering into the Aspire Purchase Agreement. Additionally, on the Aspire Closing Date, the Company sold 253,165 shares of the Company’s common stock to Aspire Capital for proceeds of $1.0 million . In connection with the transaction, the Company incurred cash transaction costs of approximately $0.1 million , which were netted against the proceeds in equity. On any business day during the 24-month term of the Aspire Purchase Agreement, the Company had the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 10,000 shares of the Company’s common stock per business day, subject to certain limitations. The Company and Aspire Capital could have mutually agreed to increase the number of shares that could have been sold pursuant to a Purchase Notice to as much as an additional 200,000 shares of the Company’s common stock per business day. The purchase price per share of the Company’s common stock sold to Aspire Capital pursuant to a Purchase Notice was equal to the lower of (i) the lowest sales price of the Company’s common stock on the purchase date or (ii) the average of the lowest three closing sales prices of the Company’s common stock for the twelve business days prior to the purchase date. Under the Aspire Purchase Agreement, the Company and Aspire Capital shall not effect any sales on any purchase date where the closing sale price of the Company’s common stock is less than $1.00 . Additionally, on any date on which (i) the Company submitted a Purchase Notice to Aspire Capital for at least 10,000 shares of the Company's common stock and (ii) the last closing trade price for the Company’s common stock was higher than $3.00 , the Company had the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of the Company's common stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the next business day (the “VWAP Purchase Date”), subject to certain limitations. The purchase price per share of the Company's common stock sold to Aspire Capital pursuant to a VWAP Purchase Notice shall be the lesser of (i) the closing sale price of the Company’s common stock on the VWAP Purchase Date or (ii) 97% of the volume weighted average price of the Company’s common stock traded on the VWAP Purchase Date, subject to certain limitations. The Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register, under the Securities Act of 1933, as amended, the sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. Pursuant to the Aspire Purchase Agreement, in no case could the Company issue more than 1.2 million shares of the Company’s common stock (which is equal to approximately 19.99% of the Company’s common stock outstanding on the Aspire Closing Date) to Aspire Capital unless (i) the average price paid for all shares issued under the Aspire Purchase Agreement is at least $3.820 per share (a price equal to the most recent condensed consolidated closing bid price of the Company’s common stock prior to the execution of the Aspire Purchase Agreement) or (ii) the Company received stockholder approval to issue more shares to Aspire Capital. From the inception of the Aspire Purchase Agreement through its termination, the Company had issued a total of 0.5 million shares for gross proceeds of $1.2 million . Upon its termination, all of the reserve was available under the committed equity financing facility since the Company’s stock price was above $1.00 , subject to SEC limitations under the Form S-3 Registration Statement. However, in connection with the September 2016, April 2017 and April 2018 Financings, the Company agreed to not make any further sales under the Aspire Purchase Agreement for a period of twelve months following the date of each financing. January 2016 Financing In January 2016, the Company entered into subscription agreements with certain purchasers pursuant to which it agreed to sell an aggregate of 1,136,364 shares of its common stock and warrants to purchase up to an additional 568,184 shares of its common stock to the purchasers for an aggregate offering price of $10.0 million , to take place in separate closings (the “January 2016 Financing”). Each share of common stock was sold at a price of $8.80 and included one half of a warrant to purchase a share of common stock. During the first closing in January 2016, the Company sold an aggregate of 252,842 shares and warrants to purchase up to 126,421 shares of common stock for gross proceeds of $2.2 million . The remaining shares and warrants were sold in a subsequent closing in March 2016 for gross proceeds of $7.8 million following stockholder approval at a special meeting on March 2, 2016. The aggregate net proceeds, after deduction of fees and expenses of approximately $0.4 million , were approximately $9.6 million . The warrants issued in connection with the January 2016 financing (the “January 2016 Warrants”) occurred in separate closings in January 2016 and March 2016 and gave rights to purchase up to 568,184 total shares of the Company’s common stock at an exercise price of $8.80 per share. The total initial $4.8 million fair value of the warrants on their respective closing dates was determined using the Black-Scholes option pricing model and was recorded as the initial carrying value of the common stock warrant liabilities. The warrants issued in January 2016 and March 2016 were initially valued using assumptions of expected terms of 7.0 years, volatilities of 101.9% and 99.4% , respectively, annual rate of dividends of 0.0% , and risk-free interest rates of 1.6% and 1.4% , respectively. Fees and expenses of approximately $0.2 million were allocated to the warrant liability and expensed in Other Financing Costs. The remaining expenses were netted against the proceeds allocated to the common stock shares in equity. The fair value of these warrants is remeasured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. These warrants became exercisable in July 2016 and September 2016 and have expiration dates of January 2023 and March 2023, respectively. Pursuant to the January 2016 financing, the exercise price of warrants issued in connection with a financing in February 2015 were reduced from $18.20 per share to $8.80 per share. The modification to these warrants resulted in a charge to other financing costs of approximately $0.7 million in 2016. The exercise price of these warrants was further reduced in March 2018. See above for details. Warrants A summary of warrant activity during the nine months ended September 30, 2018 is as follows (in thousands): Common Shares Weighted Outstanding as of December 31, 2017 7,084 $ 3.91 Issued 10,262 $ 0.41 Exercised (1,041 ) $ 1.48 Cancelled (3,210 ) 3.99 Outstanding as of September 30, 2018 13,095 $ 0.69 Exercisable as of September 30, 2018 6,738 $ 1.01 The following table shows the number of outstanding warrants by exercise price and date of expiration as of September 30, 2018 (in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 379 $ 0.60 March 2020 252 $ 1.75 April 2022 2,448 $ 1.55 May 2022 340 $ 0.42 January 2023 89 $ 0.71 January 2023 332 $ 0.42 March 2023 109 $ 0.71 March 2023 355 $ 0.63 March 2023 2,400 $ 0.50 May 2023 230 $ 0.338 March 2024 3,450 $ 0.30 March 2024 2,677 $ 0.40 March 2024 19 $ 12.90 October 2024 15 $ 16.40 July 2025 13,095 | 7. STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue 10.0 million shares of preferred stock, par value $0.001 , of which 1.0 million shares are designated as Series A Junior Participating Preferred Stock, 800 are designated as Series B 8% Cumulative Convertible Preferred Stock, and 600 are designated as Series C 6% Cumulative Convertible Preferred Stock. No shares of preferred stock were outstanding as of December 31, 2017 or 2016 . Common Stock Offerings September 2017 Financing On September 10, 2017, the Company entered into the September 2017 SPA with certain investors for net proceeds of approximately $3.1 million . Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and warrants to purchase up to 1,068,307 shares of common stock in a private placement. The warrants were exercisable upon closing, or on September 13, 2017 , at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one-half years from that date. In addition, the Company issued warrants to purchase up to 106,831 shares of common stock to H.C. Wainwright. The September 2017 Placement Agent Warrants were exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one-half years from the closing date. The standalone fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The warrants and September 2017 Placement Agent Warrants were valued using assumptions of expected terms of 2.5 for each, volatilities of 110.4% for each, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.38% for each. The terms of the warrants state that under no circumstance may the shares be settled in cash. Therefore, the warrants have been classified within stockholders’ equity. The total proceeds from the private placement were allocated to the common stock and warrants on a relative fair values basis, with $2.8 million attributed to the common stock and $0.9 million attributed to the warrants. Transaction costs of approximately $0.6 million were netted against the proceeds and allocated to the common stock shares in equity. April 2017 Financing & Warrant Amendment On April 26, 2017, the Company completed the April 2017 Financing for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 units. Each unit consisted of one share of common stock and one warrant to purchase 0.75 of a share of common stock, sold at a public offering price of $1.40 per unit. The warrants became exercisable only following the Company's announcement that it has received stockholder approval of the effectiveness of the Charter Amendment and the Charter Amendment had become effective. The warrants were exercisable upon the effective date of the Charter Amendment on May 17, 2017, expire five years from such date and have an exercise price $1.55 per share of common stock. In connection with this transaction, the Company issued to H.C. Wainwright warrants to purchase up to 251,500 shares of common stock. The Underwriter Warrants have substantially the same terms as the warrants sold concurrently to the investors in the offering, except that the Underwriter Warrants have a term of five years from April 20, 2017 and an exercise price of $1.75 per share. The terms of the warrants state that under no circumstance may the shares be settled in cash. Therefore, the warrants have been classified within stockholders’ equity. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017, and a related prospectus. The total initial $2.9 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The warrants and Underwriter Warrants were valued using assumptions of expected terms of 5.06 and 5.0 years, respectively, volatilities of 88.3% and 88.7% , respectively, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.8% for each. Transaction costs of approximately $1.1 million were netted against the proceeds allocated to the common stock shares in equity. Pursuant to the April 2017 Financing, the Company entered into a warrant amendment with the holders of the Company’s warrants to purchase common stock of the Company, issued in the September 2016 Financing. See below for details. September 2016 Financing In September 2016, the Company completed the September 2016 Financing, which was a registered direct offering of 1,082,402 shares of common stock at a purchase price of $3.45 per share with a group of investors. Concurrently in a private placement, for each share of common stock purchased by each investor, such investor received from the Company an unregistered warrant to purchase three quarters of a share of common stock (the “Private Placement Warrants”). Initially, the Private Placement Warrants had an exercise price of $4.50 per share, were exercisable six months from the initial issuance date, and would expire five and a half years from the initial issuance date. The aggregate gross proceeds from the sale of the common stock and warrants was approximately $3.7 million , and the net proceeds after deduction of commissions, fees and expenses was approximately $3.2 million . In connection with this transaction, the Company issued to the placement agent warrants to purchase up to 54,123 shares of common stock sold in this offering (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Private Placement Warrants, except that initially, the Placement Agent Warrants had an exercise price of $4.3125 per share and would expire five years from the initial issuance date. Initially, the Private Placement Warrants and the Placement Agent Warrants were accounted for as a liability and fair-valued at the issuance date. Out of the total gross proceeds, $1.6 million was allocated to the Private Placement Warrants based on their fair value, and the rest was allocated to the common stock and recorded in equity. Also, in connection with the transaction, the Company incurred cash-based transaction costs of approximately $0.5 million and non-cash transaction costs of $0.1 million related to the fair value of the Placement Agent Warrants. These costs were allocated between the warrant liability and equity based on their relative values at the issuance date. The transaction costs that were allocated to the warrant liability of approximately $0.3 million were expensed and included in other financing expenses on the consolidated statements of operations and the transaction costs of approximately $0.4 million related to the common stock were netted against the proceeds allocated to the common stock shares in equity. In connection with the April 2017 Financing, the Private Placement Warrants and the Placement Agent Warrants were amended pursuant to which, among other things, (i) the exercise price of the warrants was reduced to $1.55 per share (the exercise price of the warrants sold in the April 2017 Financing), (ii) the terms of the agreement were amended so that the shares cannot be cash settled under any circumstance, and (iii) the date upon which such warrants became exercisable was changed to the effective date of the Charter Amendment, or May 17, 2017. Based upon the amended terms of the agreement, these warrants were reclassified to stockholders’ equity at the time of amendment, or April 20, 2017. The fair value of the warrants on that date was $0.8 million , which resulted in a charge of $0.2 million to change in fair value of warrant liability on the consolidated statements of operations before reclassification to stockholders’ equity during the second quarter of 2017. July 2016 Aspire Common Stock Purchase Agreement In July 2016, the Company and Aspire Capital entered into the Aspire Purchase Agreement, which provides that Aspire Capital is committed to purchase, if the Company chooses to sell and at the Company’s discretion, an aggregate of up to $7.0 million of shares of the Company’s common stock over the 24 -month term of the Aspire Purchase Agreement. The Aspire Purchase Agreement can be terminated at any time by the Company by delivering notice to Aspire Capital. On the Aspire Closing Date, the Company delivered to Aspire Capital a commitment fee of 151,899 shares of the Company’s common stock at a value of $0.6 million , in consideration for Aspire Capital entering into the Aspire Purchase Agreement. Additionally, on the Aspire Closing Date, the Company sold 253,165 shares of the Company’s common stock to Aspire Capital for proceeds of $1.0 million . In connection with the transaction, the Company incurred cash transaction costs of approximately $0.1 million , which were netted against the proceeds in equity. On any business day during the 24-month term of the Aspire Purchase Agreement, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 10,000 shares of the Company’s common stock per business day, subject to certain limitations. The Company and Aspire Capital may mutually agree to increase the number of shares that may be sold pursuant to a Purchase Notice to as much as an additional 200,000 shares of the Company’s common stock per business day. The purchase price per share of the Company’s common stock sold to Aspire Capital pursuant to a Purchase Notice is equal to the lower of (i) the lowest sales price of the Company’s common stock on the purchase date or (ii) the average of the lowest three closing sales prices of the Company’s common stock for the twelve business days prior to the purchase date. Under the Aspire Purchase Agreement, the Company and Aspire Capital shall not effect any sales on any purchase date where the closing sale price of the Company’s common stock is less than $1.00 . Additionally, on any date on which (i) the Company submits a Purchase Notice to Aspire Capital for at least 10,000 shares of the Company's common stock and (ii) the last closing trade price for the Company’s common stock is higher than $3.00 , the Company has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of the Company's common stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the next business day (the “VWAP Purchase Date”), subject to certain limitations. The purchase price per share of the Company's common stock sold to Aspire Capital pursuant to a VWAP Purchase Notice shall be the lesser of (i) the closing sale price of the Company’s common stock on the VWAP Purchase Date or (ii) 97% of the volume weighted average price of the Company’s common stock traded on the VWAP Purchase Date, subject to certain limitations. The Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register, under the Securities Act of 1933, as amended, the sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. The Company has filed with the SEC a prospectus supplement to the Company’s prospectus, dated August 25, 2014, filed as part of the Company’s effective $100.0 million shelf registration statement on Form S-3, registering all of the shares of common stock that may be offered and sold to Aspire Capital from time to time. Pursuant to the Aspire Purchase Agreement, in no case may the Company issue more than 1.2 million shares of the Company’s common stock (which is equal to approximately 19.99% of the Company’s common stock outstanding on the Aspire Closing Date) to Aspire Capital unless (i) the average price paid for all shares issued under the Aspire Purchase Agreement is at least $3.820 per share (a price equal to the most recent consolidated closing bid price of the Company’s common stock prior to the execution of the Aspire Purchase Agreement) or (ii) the Company receives stockholder approval to issue more shares to Aspire Capital. Since the inception of the Aspire Purchase Agreement through December 31, 2017 , the Company has issued a total of 0.5 million shares for gross proceeds of $1.2 million . As of February 26, 2018 , all of the reserve was available under the committed equity financing facility since the Company’s stock price was above $1.00 , subject to SEC limitations under the Form S-3 Registration Statement. However, in connection with the September 2016 and April 2017 Financings, the Company agreed to not make any further sales under the Aspire Purchase Agreement for a period of twelve months following the date of each financing. January 2016 Financing In January 2016, the Company entered into subscription agreements with certain purchasers pursuant to which it agreed to sell an aggregate of 1,136,364 shares of its common stock and warrants to purchase up to an additional 568,184 shares of its common stock to the purchasers for an aggregate offering price of $10.0 million , to take place in separate closings. Each share of common stock was sold at a price of $8.80 and included one half of a warrant to purchase a share of common stock. During the first closing in January 2016, the Company sold an aggregate of 252,842 shares and warrants to purchase up to 126,421 shares of common stock for gross proceeds of $2.2 million . The remaining shares and warrants were sold in a subsequent closing in March 2016 for gross proceeds of $7.8 million following stockholder approval at a special meeting on March 2, 2016. The aggregate net proceeds, after deduction of fees and expenses of approximately $0.4 million , were approximately $9.6 million . The warrants issued in connection with the January 2016 financing (the “January 2016 Warrants”) occurred in separate closings in January 2016 and March 2016 and gave rights to purchase up to 568,184 total shares of the Company’s common stock at an exercise price of $8.80 per share. The total initial $4.8 million fair value of the warrants on their respective closing dates was determined using the Black-Scholes option pricing model and was recorded as the initial carrying value of the common stock warrant liabilities. The warrants issued in January 2016 and March 2016 were initially valued using assumptions of expected terms of 7.0 years, volatilities of 101.9% and 99.4% , respectively, annual rate of dividends of 0.0% , and risk-free interest rates of 1.6% and 1.4% , respectively. Fees and expenses of approximately $0.2 million were allocated to the warrant liability and expensed in Other Financing Costs. The remaining expenses were netted against the proceeds allocated to the common stock shares in equity. The fair value of these warrants is remeasured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying consolidated statements of operations. These warrants became exercisable in July 2016 and September 2016 and have expiration dates of January 2023 and March 2023, respectively. Pursuant to the January 2016 financing, the exercise price of warrants issued in connection with a financing in February 2015 were reduced from $18.20 per share to $8.80 per share. The modification to these warrants resulted in a charge to other financing costs of approximately $0.7 million in 2016. As of December 31, 2017 , the total aggregate fair value of the warrant liability, which includes only the January 2016 Warrants and the February 2015 Warrants, was $0.7 million . Warrants A summary of warrant activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Common Shares Weighted Outstanding at December 31, 2016 2,318 $ 15.19 Issued 5,199 $ 1.60 Exercised (186 ) $ 1.55 Cancelled (247 ) 52.50 Outstanding as of December 31, 2017 7,084 $ 3.91 Exercisable as of December 31, 2017 7,084 $ 3.91 The following table shows the number of outstanding warrants by exercise price and date of expiration as of December 31, 2017 (share amounts in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 300 $ 34.00 May 2018 1,068 $ 1.67 March 2020 107 $ 2.16 March 2020 252 $ 1.75 April 2022 4,452 $ 1.55 May 2022 429 $ 8.80 January 2023 442 $ 8.80 March 2023 19 $ 12.90 October 2024 15 $ 16.40 July 2025 7,084 |
Equity Compensation Plans (FY)
Equity Compensation Plans (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Compensation Plans | 8. EQUITY COMPENSATION PLANS As of December 31, 2017 , the Company has one share-based compensation plan, the 2012 Stock Long Term Incentive Plan (the “2012 Plan”), which provides for the issuance of incentive and non-incentive stock options, restricted and unrestricted stock awards, stock unit awards and stock appreciation rights. Options and restricted stock units granted generally vest over a period of one to four years and have a maximum term of ten years from the date of grant. As of December 31, 2017 , an aggregate of 1.4 million shares of common stock were authorized under the 2012 Plan, of which 225,975 common shares were available for future grants. Stock Options A summary of stock option activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Number of Weighted Weighted Total Outstanding as of December 31, 2016 415 $ 17.23 7.6 $ — Cancelled (46 ) 16.08 — — Outstanding as of December 31, 2017 369 $ 17.37 6.7 $ — Vested and expected to vest as of December 31, 2017 356 $ 17.61 6.7 $ — Exercisable as of December 31, 2017 293 $ 18.91 6.4 $ — As of December 31, 2017 and 2016, there were 293,296 and 228,392 options exercisable, respectively. There were no options exercised during either of the years ended December 31, 2017 and 2016. The total fair value of options vested during the years ended December 31, 2017 and 2016 was $0.8 million and $1.3 million, respectively. Restricted Stock Units A summary of restricted stock unit activity during the year ended December 31, 2017 is as follows: Number of Weighted Average Grant Date Fair Value Nonvested as of December 31, 2016 $ 115 $ 5.11 Granted 873 $ 1.13 Vested (214 ) $ 1.70 Forfeited (56 ) $ 1.45 Nonvested as of December 31, 2017 $ 718 $ 1.57 The total fair value of awards vested during the years ended December 31, 2017 and 2016 was $0.4 million and $0.1 million , respectively. Share-Based Compensation The value of restricted stock unit grants is calculated based upon the closing stock price of the Company’s common stock on the date of the grant. For stock options granted to employees and directors, the Company recognizes compensation expense based on the grant-date fair value over the requisite service period of the awards, which is the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The following table presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the year ended December 31, 2016 . No stock options were granted during the year ended December 31, 2017 . 2016 Risk-free interest rate 1.36%-1.78% Volatility 72.35%-80.02% Dividend yield — % Expected term 5.25-6.08 years Forfeiture rate 11.33 % Weighted average fair value $ 7.23 Expected Volatility. The Company uses analysis of historical volatility to determine the expected volatility of its stock options. Expected Term . The expected life assumptions are based on the simplified method due to the lack of sufficient history as set forth in SEC’s Staff Accounting Bulletin Topic 14. Risk-Free Interest Rate . The interest rate used in valuing awards is based on the yield at the time of grant of a United States Treasury security with an equivalent remaining term. Dividend Yield . The Company has never paid cash dividends, and does not currently intend to pay cash dividends, and thus has assumed a 0% dividend yield. Pre-Vesting Forfeitures . Estimates of pre-vesting option forfeitures are based on the Company’s experience. The Company adjusts its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change and also impact the amount of compensation expense to be recognized in future periods. Adjustments have not been significant to date. As of December 31, 2017 , there was $0.6 million in unrecognized compensation cost related to non-vested stock options expected to be recognized over a weighted average period of 1.7 years . As of December 31, 2017 , there was $0.2 million in unrecognized compensation cost related to non-vested restricted stock units expected to be recognized over a weighted average period of 1.0 year . In addition, the Company has $0.6 million in unrecognized compensation cost related to performance restricted stock units. The Company records expense related to its performance RSUs based on the probability of occurrence, which is reassessed each quarter. The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 Research and development $ 227 $ 534 General and administrative 911 1,213 $ 1,138 $ 1,747 |
Related Party Transactions (FY)
Related Party Transactions (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS The Company had the following related party transaction for the three and nine months ended September 30, 2018 : IRRAS AB IRRAS AB (“IRRAS”) is a commercial stage medical technology company of which a current director of the Company, Kleanthis G. Xanthopoulos, Ph.D., is currently the President, Chief Executive Officer and director. In January 2018, the Company and IRRAS entered into a sublease, pursuant to which the Company subleased to IRRAS excess capacity in its current corporate headquarters (the “IRRAS Sublease”). The IRRAS Sublease has a term of two years and aggregate payments due to the Company of approximately $0.3 million , which approximate fair value. On October 30, 2018, the Company and IRRAS entered into an amended and restated sublease, commencing January 1, 2019, pursuant to which the Company agreed to sublease to IRRAS the remainder of its current corporate headquarters (the “IRRAS Restated Sublease”), which satisfied a closing condition related to the Merger. The IRRAS Sublease has a term of 1 year and provides for aggregate payments due to the Company of approximately $0.4 million , which approximate fair value. | 9. RELATED PARTY TRANSACTIONS The Company had the following related party transaction in January 2018: IRRAS AB IRRAS AB (“IRRAS”) is a commercial stage medical technology company of which a current director of the Company, Kleanthis G. Xanthopoulos, Ph.D., is currently the President, Chief Executive Officer and director. In January 2018, the Company and IRRAS entered into a Sublease, pursuant to which the Company subleased to IRRAS excess capacity in its corporate headquarters. The sublease has a term of two years and aggregate payments due to the Company of approximately $0.3 million . |
Income Taxes (FY)
Income Taxes (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The Company has incurred losses since inception, which have generated net operating loss carryforwards and capital loss carryforwards of approximately $108.5 million and $9.8 million for federal and California income tax purposes, respectively. These carryforwards are available to offset future taxable income and expire beginning in 2018 through 2037 for federal income tax purposes and beginning in 2030 through 2033 for California income tax purposes. In addition, the Company has research and development tax credit carryforwards for federal and state income tax purposes as of December 31, 2017 of $1.8 million and $1.0 million , respectively. The federal credits will begin to expire in 2019 unless utilized and the state credits have an indefinite life. Utilization of the loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required under Internal Revenue Code Section 382 (“Section 382”), as well as similar state and foreign provisions. These ownership changes may limit the amount of loss carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing stockholders’ subsequent disposition of those shares, likely resulted in such an ownership change, or could result in an ownership change in the future upon subsequent disposition. During the first quarter of 2017, the Company completed a study to assess whether an ownership change occurred and determined that there have been multiple ownership changes since the Company’s formation. As a result, utilization of the loss carryforwards are subject to an annual limitation under Section 382, which was determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate. These limitations resulted in the expiration of the majority of the Company’s loss carryforwards. These loss carryforwards that have expired due to these limitations have been removed from deferred tax assets with a corresponding reduction of the valuation allowance with no net effect on income tax expense or the effective tax rate. Despite the assessment completed during the first quarter of 2017, additional ownership changes may have occurred subsequent to the completion of the study, which would continue to limit utilization of any future loss carryforwards. Deferred tax assets consist of the following (in thousands): December 31, 2017 2016 Net operating tax loss and capital loss carryforwards $ 23,463 $ 68,672 Capitalized research and development costs 4,620 5,270 Research and development tax credits 1,923 1,659 Deferred compensation — 46 Other accruals and reserves 721 1,214 Basis of intangible assets 3,658 3,870 Total deferred tax asset 34,385 80,731 Less valuation allowance (34,385 ) (80,731 ) Net deferred tax asset $ — $ — The federal net operating loss carryforwards and tax credit carryforwards resulted in a noncurrent deferred tax asset as of December 31, 2017 and 2016 of approximately $25.4 million and $70.3 million , respectively. In consideration of the Company’s accumulated losses and the uncertainty of its ability to utilize this deferred tax asset in the future, the Company has recorded a full valuation allowance as of such dates. The Company follows the provisions of income tax guidance which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. The guidance requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company’s Federal income tax returns for 2014 to 2017 are still open and subject to audit. In addition, net operating losses and capital losses arising from prior years are also subject to examination at the time they are utilized in future years. Unrecognized tax benefits, if recognized, would have no effect on the Company’s effective tax rate. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. For the years ended December 31, 2017 and 2016 , the Company has not recorded any interest or penalties related to income tax matters. The Company does not foresee any material changes to unrecognized tax benefits within the next twelve months. A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2017 and 2016 , are as follows (in thousands): Year Ended December 31, 2017 2016 Beginning balance $ 3,047 $ 2,882 Change in current period positions 34 68 Change in prior period positions (2,368 ) 97 Ending balance $ 713 $ 3,047 The reconciliation of income taxes computed using the statutory United States income tax rate and the provision (benefit) for income taxes for the years ended December 31, 2017 and 2016 , are as follows: Year Ended December 31, 2017 2016 Federal statutory tax rate (34 )% (34 )% Change in rate 165 % — % Valuation allowance (360 )% 81 % Deferred tax true-ups 227 % (5 )% Revaluation of warrants 2 % (34 )% Permanent differences 1 % (4 )% Tax credits (1 )% (4 )% Income tax expense — % — % US Tax Reform On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Act”). The legislation significantly changes U.S. tax law by, among other things, reducing the US federal corporate tax rate from 35% to 21%, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. Pursuant to the Securities and Exchange Commission Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), given the amount and complexity of the changes in tax law resulting from the Tax Act, the Company has not finalized the accounting for the income tax effects of the Tax Act. This includes the provisional amounts recorded related to the transition tax, re-measurement of the deferred taxes and the change to our valuation allowance. The impact of the Tax Act may differ from this estimate, during the one-year measurement period due to, among other things, further refinement of the Company's calculation, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Act. In connection with our initial analysis of the impact of the Tax Act, the Company has recorded provisional amounts for the revaluation of deferred tax assets and liabilities. We have remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% plus state and local tax. The Company recorded a provisional decrease related to our deferred tax assets and liabilities of $19.5 million as a result of the tax rate decrease, with a corresponding adjustment to our valuation allowance for the year ended December 31, 2017. |
Commitments and Contingencies (
Commitments and Contingencies (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Operating Leases In December 2011, the Company entered into a five year lease agreement for its headquarters location in San Diego, California expiring December 31, 2016. In December 2015, the Company amended the lease agreement to extend the term through December 31, 2020. The Company has an option to extend the lease an additional three years. The original lease term contained a base rent of approximately $24,000 per month with 3% annual escalations, plus a supplemental real estate tax and operating expense charge to be determined annually. The Company received a total of a six month base rent abatement from the lease agreement and amendment. This abatement is recoverable by the landlord on a straight line amortized basis over 60 months should the Company terminate the lease early for any reason. The Company subleases excess capacity in its headquarters to a subtenant under a non-cancellable lease. The sublease has a term of two years and aggregate payments due to the Company of approximately $0.3 million . For the years ended December 31, 2017 and 2016 , rent expense totaled $0.3 million and $0.5 million , respectively. Future minimum rental payments under operating leases as of December 31, 2017 are as follows (in thousands): 2018 $ 364 2019 374 2020 32 Total $ 770 Certain employees have agreements that provide for severance compensation in the event of termination or a change in control. These agreements can provide for a severance payment of up to 18 months of base salary and bonus in effect at the time of termination and continued health benefits at the Company’s cost for up to 18 months. Litigation The Company is a party to the following litigation and may be a party to certain other litigation that is either judged to be not material or that arises in the ordinary course of business from time to time. The Company intends to vigorously defend its interests in these matters and does not expect that the resolution of these matters will have a material adverse effect on its business, financial condition or results of operations. However, due to the uncertainties inherent in litigation, no assurance can be given as to the outcome of these proceedings. A complaint was filed in the Supreme Court of the State of New York by Laboratoires Majorelle SAS and Majorelle International SARL (“Majorelle”) on July 25, 2017 naming Apricus Biosciences, Inc., NexMed (U.S.A.), Inc. and International Center S.A. defendants. The complaint seeks a declaratory judgment that a non-compete provision in a license agreement between us and Majorelle, dated November 12, 2013, is unenforceable and makes other claims relating to invalidity of our assignment of the license agreement to Ferring under the Ferring Asset Purchase Agreement. The complaint also alleges breach of contract, fraudulent inducement, misrepresentation and unjust enrichment relating to a separate supply agreement between the Company and Majorelle. In addition to declaratory relief, Majorelle is seeking damages in excess of $1.0 million , disgorgement of profits and att orney’s fees. On August 30, 2017, we and NexMed removed the case to federal district court in the Southern District of New York. Majorelle filed an amended complaint on October 16, 2017. The Company filed a motion to dismiss all claims in the amended complaint on December 5, 2017, and the motion has been fully briefed since the Company submitted its reply brief on January 9, 2018. We believe the allegations are without merit, reject all claims raised by Majorelle and intend to vigorously defend this matter. No amounts have been accrued as a result of this matter. |
Subsequent Event (FY)
Subsequent Event (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Event | 9. SUBSEQUENT EVENT Pre-Merger Financing On October 16, 2018, Seelos and the Company entered into a Securities Purchase Agreement ( as amended on November 16, 2018, the “Pre-Merger Financing SPA” and the transactions contemplated thereby the “Pre-Merger Financing”) with certain accredited investors (the “Investors”) pursuant to which, among other things, (i) Seelos agreed to sell to the Investors an aggregate of 1,187,336 shares of Seelos common stock (the “Initial Shares”) and deposit an additional 1,187,336 shares of Seelos common stock into escrow for the benefit of the Investors if 80% of the volume-weighted average trading price of a share of the Company’s common stock on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing is lower than the price paid by the Investors for the Initial Shares (the “Additional Shares” and together with the Initial Shares the “Seelos Financing Shares”), and (ii) the Company agreed to issue warrants representing the right to acquire an amount of the Company’s common stock up to the amount issuable in exchange for 80% of the Seelos Financing Shares upon consummation of the merger, as further described below (the “Series A Warrants”), and additional warrants to purchase shares of the Company’s common stock, as further described below (the “Series B Warrants” together with the Series A Warrants and the Seelos Financing Shares, the “Purchased Securities”), and the Investors agreed to purchase the Purchased Securities, for an aggregate purchase price of approximately $18.0 million (the “Purchase Price”). Upon the consummation of the Merger, each Initial Share will automatically be converted into the right to receive a number of shares of the Company’s common stock equal to the exchange ratio. Further, upon consummation of the Merger, each Additional Share placed into escrow will automatically be converted into the right to receive a number of shares of the Company’s common stock equal to the exchange ratio (the “Converted Additional Shares”). The number of Converted Additional Shares issuable pursuant to the Pre-Merger Financing SPA will be determined by subtracting (i) the aggregate number of shares of the Company’s common stock issued in exchange for the Initial Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits and similar events) from (ii) the quotient determined by dividing (a) the aggregate Purchase Price by (b) 80% of the average of the volume-weighted average price of a share of the Company’s common stock on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing. Any Converted Additional Shares not issuable to the Investors will be returned to the Company as treasury shares. The closing of the Pre-Merger Financing is subject to the satisfaction or waiver of certain conditions. Series A Warrants The Series A Warrants will have an initial exercise price per share equal to 125% of the lesser of (i) $15.16 , as adjusted for the Merger exchange ratio, and (ii) 80% of the average of the volume-weighted average price of a share of the Company’s common stock on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing, will be immediately exercisable and will have a term of five years from the date of issuance. The Series A Warrants will be initially exercisable for an amount of the Company’s common stock up to the amount issuable upon consummation of the Merger in exchange for 80% of the Seelos Financing Shares purchased by the holder. Additionally, every ninth trading day up to and including the 45th trading day (each, a “Reset Date”) following (i) each date on which a registration statement registering any registrable securities for resale by a holder of Purchased Securities is declared effective or is available for use, (ii) if there is no registration statement registering all of the shares issuable upon exercise of the Series A Warrants and the Series B Warrants, the earlier to occur of (a) the first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (b) the six month anniversary of the closing date of the Pre-Merger Financing (such earlier date among clauses (a) and (b) the “Six Month Reset Date”) and (iii) in the event that the Company (a) fails for any reason to satisfy the requirements of Rule 144(c)(1) under the Securities Act or (b) has ever been an issuer described in Rule 144(i)(1)(i) under the Securities Act or becomes such an issuer in the future, and the Company fails to satisfy any condition set forth in Rule 144(i)(2) under the Securities Act (each of clauses (a) and (b), a “Public Information Failure”), at any time following the Six Month Reset Date, then the earlier to occur of (1) the date the Public Information Failure is cured and no longer prevents the holder from selling all of the shares issuable upon exercise of the Series A Warrants and the Series B Warrants pursuant to Rule 144 without restriction or limitation, (2) the first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1), and (3) the one year anniversary of the closing date of the Pre-Merger Financing (such 45 trading day period, the “Reset Period”), the exercise price will be adjusted to be the lesser of (i) the exercise price then in effect and (ii) 125% of 80% of the average of the five lowest volume-weighted average trading prices of a share of the Company’s common stock on Nasdaq during the applicable Reset Period to date and the number of shares of the Company’s common stock issuable upon exercise of the Series A Warrants will be proportionally increased accordingly , provided that the Company shall in no event issue shares of the Company’s common stock pursuant to the exercise of the Series A Warrants and the Series B Warrants, in the aggregate, in excess of the difference obtained by subtracting the number of Converted Initial Shares and the number of Converted Additional Shares from 533,773,068, prior to giving effect to the reverse split to be effected in connection with the Merger (the “Warrant Issuance Cap”). In the event that the Company is unable to issue shares of the Company’s common stock pursuant to an exercise of Series A Warrants or the Series B Warrants due to the application of the Warrant Issuance Cap, the Company will pay to the exercising holder an amount in cash per share equal to the difference between the last closing trade price of the Company’s common stock and the applicable exercise price, to the extent not previously paid to the Company . Series B Warrants The Series B Warrants will have an exercise price per share of $0.001 , will be immediately exercisable and will expire on the day following the later to occur of (i) the 45th trading day immediately following the earlier to occur of (a) the first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) and (b) the one year anniversary of the closing date of the Pre-Merger Financing, and (ii) the date on which the Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. The Series B Warrants will be initially exercisable for no shares of the Company’s common stock. On each Reset Date, the number of shares issuable upon exercise of the Series B Warrants shall be increased to the number (if positive) obtained by subtracting (i) the number of shares of the Company’s common stock exchanged pursuant to the exchange ratio for Seelos Financing Shares purchased by such holder from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by such holder by (b) 80% of the average of the five lowest volume-weighted average trading price of a share of the Company’s common stock on Nasdaq during the applicable Reset Period to date , provided that the Company shall in no event issue shares of the Company’s common stock pursuant to the exercise of the Series A Warrants and the Series B Warrants, in the aggregate, in excess of the Warrant Issuance Cap. In the event that the Company is unable to issue shares of the Company’s common stock pursuant to an exercise of Series A Warrants or the Series B Warrants due to the application of the Warrant Issuance Cap, the Company will pay to the exercising holder an amount in cash per share equal to the difference between the last closing trade price of the Company’s common stock and the applicable exercise price, to the extent not previously paid to the Company . | 12. SUBSEQUENT EVENT On February 15, 2018, the FDA, issued the 2018 CRL for the NDA for Vitaros. In March 2018, the Company plans to request a meeting with the FDA to further clarify the deficiencies raised in the 2018 CRL and to assess the best path forward for a potential approval of Vitaros. Based on FDA guidelines, the Company expects this meeting to take place within 30 days of the FDA receiving the request. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2017 included in the Apricus Biosciences, Inc. and subsidiaries (the “Company”) Annual Report on Form 10-K (“Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2018. The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The December 31, 2017 condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. Seelos Merger Agreement On February 15, 2018, the U.S. Food and Drug Administration (“FDA”), issued a complete response letter (a “CRL” and such CRL, the “2018 CRL”) for the new drug application (“NDA”) for Vitaros. A CRL is a communication from the FDA that informs companies that an application cannot be approved in its present form. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to potentially reach approval. T he Company has initiated discussions with parties for the U.S. Vitaros rights to enable Vitaros’ continued development and potential approval in exchange for financial terms commensurate with a development stage asset. In parallel, the Company’s Board of Directors determined that it should evaluate strategic alternatives, including a sale of the Company, a business combination, a merger or reverse merger or a license, with a goal of enhancing shareholder value. On July 30, 2018, the Company, Arch Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Seelos Therapeutics, Inc., a Delaware corporation (“Seelos”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), as amended on October 16, 2018, to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Seelos, with Seelos continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). See note 8 below for more information regarding the Merger. Liquidity The accompanying condensed consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of approximately $323.4 million and working capital of $4.1 million as of September 30, 2018 and reported a net loss of approximately $7.4 million and negative cash flows from operations of $6.5 million for the nine months ended September 30, 2018 . The Company also reported negative cash flows from operations of $10.6 million for the year ended December 31, 2017. The Company’s history and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has principally been financed through the sale of its common stock and other equity securities, debt financings, up-front payments received from commercial partners for the Company’s products under development, and through the sale of assets. As of September 30, 2018 , the Company had cash of approximately $5.3 million . On February 15, 2018, the U.S. Food and Drug Administration (“FDA”) issued a complete response letter (a “CRL” and such CRL, the “2018 CRL”) for the new drug application (“NDA”) for Vitaros. A CRL is a communication from the FDA that informs companies that an application cannot be approved in its present form. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to reach approval. The Company has initiated discussions with parties for the U.S. Vitaros rights to enable Vitaros’ continued development and potential approval in exchange for financial terms commensurate with a development stage asset. On September 20, 2018, the Company entered into a Securities Purchase Agreement (the “September 2018 SPA”) with an accredited investor (the “Purchaser”) for net proceeds of approximately $1.1 million . Pursuant to the September 2018 APA, the Company sold 4,600,000 shares of the Company’s common stock, at a purchase price of $0.27 per share and warrants to purchase up to 3,450,000 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.30 per share, in a private placement. In addition, the Company issued warrants to purchase up to 230,000 shares of common stock to H.C. Wainwright (the “September 2018 Placement Agent Warrants”). The September 2018 Placement Agent Warrants are exercisable beginning six months after issuance at an exercise price of $0.3375 per share, and expire five years from the initial exercise date. The Company also issued additional warrants to the Purchaser in an amount of 2,677,160 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.40 per share (all warrants issued to the Purchaser in the September 2018 SPA, the “September 2018 Warrants”). The September 2018 Warrants are exercisable for five years from the initial exercise date. In addition, pursuant to the terms of the September 2018 SPA, outstanding warrants to purchase up to 2,677,160 shares of common stock previously issued to and held by the Purchaser were canceled at the closing, which occurred on September 24, 2018. It is explicitly stated in the Form of Warrant for both the September 2018 Warrants and the September 2018 Placement Agent Warrants that under no circumstances would the Company be required to net cash settle the warrants. In connection with the September 2018 SPA, the Purchaser agreed to enter into a voting agreement with the Company to vote all of their respective shares of the Company's capital stock in favor of the approval of the Merger Agreement. On June 22, 2018, the Company entered into a subscription agreement amendment (the “Subscription Agreement Amendment”) with Sarissa Capital Domestic Fund LP (“Sarissa Domestic”) and Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” together with Sarissa Domestic, the “Investors”), which, among other things, removed the Investors’ preemptive rights with respect to future issuances of the Company's equity securities. Concurrently with the Subscription Agreement Amendment, the Company entered into a warrant amendment (the “June 2018 Warrant Amendment”) with Sarissa Offshore regarding the warrants to purchase common stock of the Company, issued in February 2015 (the “February 2015 Warrants”) and January 2016 (together with the February 2015 Warrants, the “2015 and 2016 Warrants”), pursuant to which the exercise price of the warrants was reduced from $0.71 to $0.42 per share. Previously, in March 2018, the Company entered into a warrant amendment (the “March 2018 Warrant Amendment”) with the holders of warrants issued pursuant to the Company’s February 2015 and January 2016 financings (the “2015 and 2016 Warrants”), which, among other things, (i) reduced the exercise price of the 2015 and 2016 Warrants from $8.80 to $0.71 per share, and (ii) amended certain provisions of the 2015 and 2016 Warrants such that they, effective as of the March 2018 Warrant Amendment, can no longer be net-cash settled. On April 2, 2018, the Company completed a public offering (the “April 2018 Financing”) for net proceeds of approximately $2.9 million , after deducting placement agent fees and other estimated offering expenses. Pursuant to the agreement, the Company sold 7,100,000 units (the “2018 Units”) at a purchase price of $0.50 per share, with each unit consisting of one share of the Company’s common stock and one warrant to purchase 0.5 of a share of the Company’s common stock (the “April 2018 Warrants”). At the time of the offering closing, the Company did not have a sufficient number of authorized common stock to cover shares of common stock issuable upon the exercise of the April 2018 Warrants. The sufficient number of authorized common stock became available on May 17, 2018 following the Company's announcement that it had received stockholder approval of an amendment to its Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to a total of 60,000,000 shares (the “2018 Charter Amendment”) and the 2018 Charter Amendment was effective. The April 2018 Warrants have an exercise price equal to $0.50 per share of common stock and will expire five years from the date they are first exercisable. In addition, the Company issued warrants to purchase up to 355,000 shares of common stock (the “April 2018 Placement Agent Warrants”) to H.C. Wainwright & Co., LLC (“H.C. Wainwright”). The April 2018 Placement Agent Warrants were exercisable upon the announcement of the effectiveness of the 2018 Charter Amendment at an exercise price of $0.625 per share, and also expire five years from that date. On September 10, 2017, the Company entered into a Securities Purchase Agreement (the “September 2017 SPA”) with certain investors for net proceeds of approximately $3.1 million , after deducting commissions and estimated offering expenses payable by the Company. Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and warrants to purchase up to 1,068,307 shares of common stock in a private placement (the “September 2017 Warrants”). The September 2017 Warrants were originally exercisable upon closing, or on September 13, 2017, at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one half years from that date. In addition, the Company issued warrants to purchase up to 106,831 shares of common stock to H.C. Wainwright (the “September 2017 Placement Agent Warrants”). The September 2017 Placement Agent Warrants were originally exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one half years from the closing date. In connection with the April 2018 Financing, the September 2017 Warrants and the September 2017 Placement Agent Warrants were amended to, among other things, (i) reduce the exercise price of the warrants to $0.60 per share (the closing price of the Company’s stock on March 27, 2018, or the date of the amendment), and (ii) change the date upon which such warrants became exercisable to the effective date of the 2018 Charter Amendment (the “April 2018 Warrant Amendment”), or May 17, 2018. On April 26, 2017, the Company completed an underwritten public offering (the “April 2017 Financing”) for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 units (the “2017 Units”). Each unit consisted of one share of common stock and one warrant to purchase 0.75 of a share of common stock (the “April 2017 Warrants”), sold at a public offering price of $1.40 per unit. At the time of the offering closing, the Company did not have a sufficient number of authorized common stock to cover shares of common stock issuable upon the exercise of the April 2017 Warrants. The sufficient number of authorized common stock became available on May 17, 2017 when the Company received stockholder approval of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock (the “2017 Charter Amendment”) and the 2017 Charter Amendment became effective on that date. The April 2017 Warrants will expire five years from May 17, 2017, the date they became exercisable, and the exercise price of the April 2017 Warrants is $1.55 per share of common stock. In connection with this transaction, the Company issued to H.C. Wainwright warrants to purchase up to 251,500 shares of common stock (the “2017 Underwriter Warrants”). The 2017 Underwriter Warrants have substantially the same terms as the April 2017 Warrants sold concurrently to the investors in the offering, except that the 2017 Underwriter Warrants have a term of five years from the effective date of the related prospectus, or April 20, 2017, and an exercise price of $1.75 per share. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017, and a related prospectus. On April 20, 2017, the Company entered into a warrant amendment (the “April 2017 Warrant Amendment”) with the holders of the Company’s September 2016 Warrants (as defined below) issued in a financing in September 2016 (the “September 2016 Financing”), which, among other things, (i) reduced the exercise price of the September 2016 Warrants to $1.55 per share (the exercise price of the April 2017 Warrants), and (ii) changed the date upon which the September 2016 Warrants became exercisable to the effective date of the 2017 Charter Amendment, or May 17, 2017. On March 8, 2017 , the Company entered into an asset purchase agreement (the “Ferring Asset Purchase Agreement”) with Ferring International Center S.A. (“Ferring’), pursuant to which it sold to Ferring its assets and rights related to Vitaros outside of the United States for approximately $12.7 million , which consisted of an upfront payment of $11.5 million , approximately $0.7 million for the delivery of certain product-related inventory, and an aggregate of $0.5 million related to transition services. The Company used approximately $6.6 million of the proceeds from the sale to repay all outstanding amounts due and owed, including applicable termination fees, under its Loan and Security Agreement (the “Credit Facility”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (Oxford and SVB are referred to together as the “Lenders”). The Company currently has an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) under which it may offer from time to time any combination of debt securities, common and preferred stock and warrants. As of September 30, 2018 , the Company had approximately $95.2 million available under its Form S-3 shelf registration statement. Under current SEC regulations, at any time during which the aggregate market value of the Company’s common stock held by non-affiliates (“public float”), is less than $75.0 million , the amount it can raise through primary public offerings of securities in any twelve-month period using shelf registration statements is limited to an aggregate of one-third of the Company’s public float. SEC regulations permit the Company to use the highest closing sales price of the Company’s common stock (or the average of the last bid and last ask prices of the Company’s common stock) on any day within 60 days of sales under the shelf registration statement. As the Company’s public float was less than $75.0 million as of September 30, 2018 , the Company’s usage of its S-3 shelf registration statement is limited. The Company still maintains the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or in private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: • its ability to successfully complete the Merger with Seelos or, if the Merger is not completed, another strategic transaction for the Company; • its ability to raise additional funds to finance its operations; • its ability to secure a development partner for U.S. Vitaros in order to overcome deficiencies raised in the 2018 CRL; • its ability to maintain compliance with the listing requirements of The Nasdaq Capital Market (“Nasdaq”); • the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; • the extent and amount of any indemnification claims made by Ferring under the Ferring Asset Purchase Agreement; • litigation expenses; • the emergence and effect of competing or complementary products; • its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; • its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; • the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; • the trading price of its common stock; and • its ability to increase the number of authorized shares outstanding to facilitate future financing events. On April 10, 2018, the Company was notified that, the closing bid price of the Apricus common stock for thirty consecutive business days, the Company’s common stock no longer met the minimum $1.00 bid price per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) and at that time, the Company was provided 180 calendar days, or until October 8, 2018, to regain compliance. On October 9, 2018, the Company received a letter from Nasdaq indicating that the Company’s common stock has not regained compliance with the Bid Price Requirement. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an additional 180 calendar day period, or until April 8, 2019, to regain compliance. The Nasdaq Staff’s determination that the Company is eligible for additional time is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time before April 8, 2019, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, the Nasdaq Staff will provide written confirmation of compliance with Rule 5550(a) and this matter will be closed. The Nasdaq letter has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on The Nasdaq Capital Market under the symbol “APRI.” The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the Bid Price Requirement by April 8, 2019. If compliance cannot be demonstrated by April 8, 2019, the Nasdaq Staff will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal the Nasdaq Staff's determination to a Hearings Panel. The Company may need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity, or the completion of a licensing transaction for one or more of the Company’s pipeline assets. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or debt financings may have a dilutive effect on the holdings of the Company’s existing stockholders. Warrant Liabilities Prior to 2018, the Company’s 2015 and 2016 Warrants were classified as liabilities in the accompanying condensed consolidated 2017 balance sheet as they contained provisions that were considered outside of the Company’s control, such as requiring the Company to maintain active registration of the shares underlying such warrants. The 2015 and 2016 Warrants were recorded at fair value using the Black-Scholes option pricing model. The fair value of these warrants was re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying condensed consolidated statements of operations for 2017. In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of its 2015 and 2016 Warrants, which amended the terms so that in no circumstances may the 2015 and 2016 Warrants be net-cash settled. As a result, the fair value of the 2015 and 2016 Warrants at the date of the modification were reclassified to equity. All of the Company’s outstanding warrants have similar terms whereas under no circumstance may the warrants be net-cash settled. As such, all warrants are equity-classified. See note 6 for further details. Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities, when applicable, are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of its 2015 and 2016 Warrants, which amended the terms so that in no circumstances may the 2015 and 2016 Warrants be net-cash settled. As a result, the Company’s 2015 and 2016 Warrants were reclassified from liabilities to equity during the first quarter of 2018 and will no longer be measured at fair value on a recurring basis. The following table is a reconciliation for all liabilities measured at fair value using Level 3 unobservable inputs (in thousands) during the current period: Warrant liabilities Balance as of December 31, 2017 $ 694 Change in fair value measurement of warrant liability (222 ) Warrant liability reclassified to stockholders' equity (472 ) Balance as of September 30, 2018 $ — Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net loss by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock, or warrants. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. As of September 30, 2018 2017 Outstanding stock options 1,031 391 Outstanding warrants 13,095 7,270 Restricted stock units 419 721 Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The table below presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the nine months ended September 30, 2018 . No stock options were granted during the first nine months of 2017. September 30, 2018 Risk-free interest rate 2.27%-2.29% Volatility 98.09%-105.01% Dividend yield — % Expected term 5-6.08 years Forfeiture rate — % Weighted average grant date fair value $ 1.66 A summary of the Company’s stock option activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Outstanding as of December 31, 2017 369 $ 17.37 Granted 695 $ 2.11 Cancelled (33 ) $ 2.40 Outstanding as of September 30, 2018 1,031 $ 7.56 During the first quarter of 2018, the Company granted approximately 0.7 million options to its employees and Board of Directors which have vesting periods of four years and one year , respectively. A summary of the Company’s restricted stock unit activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Average Grant Date Fair Value Unvested as of December 31, 2017 718 $ 1.57 Vested (288 ) $ 1.82 Forfeited (11 ) $ 1.32 Unvested as of September 30, 2018 419 $ 1.40 The Company grants options and restricted stock units (“RSUs”) to its employees annually in order to retain and incentivize its employees to achieve its strategic objectives. During the first quarter of 2017, the Company granted approximately 0.5 million RSUs, one half of which will vest if the Company receives marketing approval of Vitaros in the United States by the FDA and the remaining half will vest in November 2018. The Company records expense related to its performance RSUs based on the probability of occurrence, which is reassessed each quarter. Since approval by the FDA is out of the Company’s control, the probability of occurrence is zero until met. The options and RSUs are subject to the employee’s continued employment with the Company through the applicable date and subject to accelerated vesting upon a change in control of the Company. The options and RSUs granted to the Company’s officers are also subject to accelerated vesting pursuant to the terms of their existing employment agreements. On August 30, 2018, the Company terminated Brian T. Dorsey, the Company’s Senior Vice President, Chief Development Officer. As a result, all equity awards held by Mr. Dorsey at the time of the termination, including all options and RSUs, were accelerated to fully vest upon termination. This resulted in an additional charge to stock compensation of approximately $0.2 million during the third quarter of 2018. The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development $ 201 $ 57 $ 279 $ 193 General and administrative 228 275 706 710 Total $ 429 $ 332 $ 985 $ 903 Segment Information The Company operates under one segment which develops pharmaceutical products. Recent Accounting Pronouncements In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 3), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 did not have a material effect on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not believe the adoption of this standard will have a material effect on its condensed consolidated financial statements and related disclosures. | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Apricus Biosciences, Inc. and Subsidiaries (“Apricus” or the “Company”) is a Nevada corporation that was initially formed in 1987. The Company is a biopharmaceutical company focused on the development of innovative product candidates in the areas of urology and rheumatology. The Company has two product candidates: Vitaros, a product candidate in the United States for the treatment of erectile dysfunction (“ED”), which the Company in-licensed from Warner Chilcott Company, Inc., now a subsidiary of Allergan; and RayVa, a product candidate which has completed a Phase 2a clinical trial for the treatment of Raynaud’s Phenomenon, secondary to scleroderma, for which the Company owns worldwide rights. On February 15, 2018, the U.S. Food and Drug Administration (“FDA”), issued a complete response letter (the “2018 CRL”) for the new drug application (“NDA”) for Vitaros. In March 2018, the Company plans to request a meeting with the FDA to further clarify the deficiencies raised in the 2018 CRL and to assess the best path forward for a potential approval of Vitaros. Based on FDA guidelines, the Company expects this meeting to take place within 30 days of the FDA receiving the request, or April 2018. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company’s most significant estimates relate to the valuation of stock based compensation, the valuation of its warrant liabilities, the impairment of long-lived assets and valuation allowances for the Company’s deferred tax assets. The Company’s actual results may differ from these estimates under different assumptions or conditions. Liquidity The accompanying consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Although the Company reported net income of approximately $0.3 million for the year ended December 31, 2017 , the Company had an accumulated deficit of approximately $316.0 million as of December 31, 2017 . As of December 31, 2017 , the Company had a cash balance of approximately $6.3 million . The Company’s history and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has principally been financed through the sale of its common stock and other equity securities, debt financings, up-front payments received from commercial partners for the Company’s products under development, and through the sale of assets. On September 10, 2017, the Company entered into a Securities Purchase Agreement (the “September 2017 SPA”) with certain investors for net proceeds of approximately $3.1 million , after deducting commissions and estimated offering expenses payable by the Company. Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and warrants to purchase up to 1,068,307 shares of common stock in a private placement. The warrants were exercisable upon closing, or on September 13, 2017, at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one half years from that date. In addition, the Company issued warrants to purchase up to 106,831 shares of common stock (the “September 2017 Placement Agent Warrants”) to H.C. Wainwright & Co., LLC (“H.C. Wainwright”). The September 2017 Placement Agent Warrants were exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one half years from the closing date. On April 26, 2017, the Company completed an underwritten public offering (the “April 2017 Financing”) for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 units. Each unit consisted of one share of common stock and one warrant to purchase 0.75 of a share of common stock, sold at a public offering price of $1.40 per unit. At the time of the offering closing, the Company did not have a sufficient number of authorized common stock to cover shares of common stock issuable upon the exercise of the warrants. The sufficient number of authorized common stock became available on May 17, 2017 when the Company received stockholder approval of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock (the “Charter Amendment”) and the Charter Amendment became effective on that date. The warrants will expire five years from May 17, 2017, the date the warrants became exercisable, and the exercise price of the warrants is $1.55 per share of common stock. In connection with this transaction, the Company issued to H.C. Wainwright warrants to purchase up to 251,500 shares of common stock (the “Underwriter Warrants”). The Underwriter Warrants have substantially the same terms as the warrants sold concurrently to the investors in the offering, except that the Underwriter Warrants have a term of five years from the effective date of the related prospectus, or April 20, 2017, and an exercise price of $1.75 per share. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017, and a related prospectus. On April 20, 2017, the Company entered into a warrant amendment with the holders of the Company’s warrants to purchase common stock of the Company, issued in a financing in September 2016, pursuant to which, among other things, (i) the exercise price of the warrants was reduced to $1.55 per share (the exercise price of the warrants sold in the April 2017 Financing), and (ii) the date upon which such warrants became exercisable was changed to the effective date of the Charter Amendment, or May 17, 2017. On March 8, 2017 , the Company entered into an asset purchase agreement (the “Ferring Asset Purchase Agreement”) with Ferring International Center S.A. (“Ferring’), pursuant to which it sold to Ferring its assets and rights related to Vitaros outside of the United States for approximately $12.7 million , which consisted of an upfront payment of $11.5 million , approximately $0.7 million for the delivery of certain product-related inventory, and an aggregate of $0.5 million related to transition services. The Company used approximately $6.6 million of the proceeds from the sale to repay all outstanding amounts due and owed, including applicable termination fees, under its Loan and Security Agreement (the “Credit Facility”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (Oxford and SVB are referred to together as the “Lenders”). The Company currently has an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) under which it may offer from time to time any combination of debt securities, common and preferred stock and warrants. As of December 31, 2017 , the Company had approximately $100.0 million available under its Form S-3 shelf registration statement. Under current SEC regulations, at any time during which the aggregate market value of the Company’s common stock held by non-affiliates (“public float”), is less than $75.0 million , the amount it can raise through primary public offerings of securities in any twelve-month period using shelf registration statements is limited to an aggregate of one-third of the Company’s public float. SEC regulations permit the Company to use the highest closing sales price of the Company’s common stock (or the average of the last bid and last ask prices of the Company’s common stock) on any day within 60 days of sales under the shelf registration statement. As the Company’s public float was less than $75.0 million as of December 31, 2017 , the Company’s usage of its S-3 shelf registration statement is limited. The Company still maintains the ability to raise funds through other means, such as through the filing of a registration statement on Form S-1 or in private placements. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: • its ability to raise additional funds to finance its operations; • the outcome of the Company’s meeting with the FDA that it plans to request regarding the Vitaros NDA resubmission and its ability to overcome deficiencies raised in the 2018 CRL, if the Company believes it’s commercially reasonable to do so; • its ability to maintain compliance with the listing requirements of The Nasdaq Capital Market (“Nasdaq”); • the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; • the extent and amount of any indemnification claims made by Ferring under the Ferring Asset Purchase Agreement; • litigation expenses; • the emergence and effect of competing or complementary products; • its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; • its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; • the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; • the trading price of its common stock; and • its ability to increase the number of authorized shares outstanding to facilitate future financing events. In May 2016, the Company received notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price for its Common Stock had been below $1.00 per share for the previous thirty (30) consecutive business days. In October 2016, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) by effecting a 1-for-10 reverse stock split of its common stock. In June 2016, the Company received notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of the Company’s listed securities (“MVLS”) was below $35 million for the previous thirty (30) consecutive business days and in November 2016, the Company received a further notice from Nasdaq that it was subject to delisting for failing to meet the continued listing requirements in Rule 5550(b)(2). Such delisting was stayed when the Company requested a hearing with the Nasdaq hearings panel, after which the Company was granted a grace period to regain compliance. Under Rule 5550(b)(2), compliance can be achieved in several ways, including meeting the $35 million MVLS requirement, maintaining a stockholder’s equity value of at least $2.5 million or having net income of at least $500,000 for two of the last three fiscal years. On May 2, 2017, the Company was notified that it had evidenced full compliance with all criteria for continued listing on the Nasdaq Capital Market, including the minimum stockholders’ equity requirement. Notwithstanding the proceeds from the closing of the Ferring Asset Purchase Agreement and the proceeds from the April 2017 and September 2017 financings, in order to fund its operations during the next twelve months from the issuance date of the financial statements contained herein, the Company may need to raise substantial additional funds through one or more of the following: issuance of additional debt or equity, or the completion of a licensing transaction for one or more of the Company’s pipeline assets. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or debt financings may have a dilutive effect on the holdings of the Company’s existing stockholders. Fair Value of Financial Instruments The Company’s financial instruments consist principally of accounts payable, accrued expenses, and historically, its Credit Facility with the Lenders. The carrying amounts of financial instruments such as accounts receivable, accounts payable and accrued expenses approximate their related fair values due to the short-term nature of these instruments. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The Company estimates useful lives as follows: • Machinery and equipment: three to five years • Furniture and fixtures: ten years • Computer software: five years Amortization of leasehold improvements and capital lease equipment is provided on a straight-line basis over the shorter of their estimated useful lives or the lease term. The costs of additions and betterments are capitalized, and repairs and maintenance costs are charged to operations in the periods incurred (see note 5 for further details). Leases Leases are reviewed and classified as capital or operating at their inception. Historically, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. The difference between rent payments and straight-line rent expense was recorded as deferred rent in accrued liabilities. In January 2018, the Company subleased a portion of its office space. During the first quarter of 2018, the Company will record a liability for the present value of the remaining lease due, offset by the sublease income reasonably expected over the remaining term of the lease. Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following table presents the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis (in thousands) as of December 31, 2017 and December 31, 2016 : Warrant liabilities Quoted Market Prices for Identical Assets Significant Other Significant Total Balance as of December 31, 2017 $ — $ — $ 694 $ 694 Balance as of December 31, 2016 — $ — $ 846 $ 846 The common stock warrant liabilities are recorded at fair value using the Black-Scholes option pricing model. The following assumptions were used in determining the fair value of the common stock warrant liabilities valued using the Black-Scholes option pricing model as of December 31, 2017 and December 31, 2016 : December 31, December 31, Risk-free interest rate 2.2%-2.2% 1.64%-1.99% Volatility 89%-89.41% 77.25%-81.03% Dividend yield — % — % Expected term 5.04-5.17 4.75-6.17 Weighted average fair value $ 0.80 $ 0.49 The following table is a reconciliation for the common stock warrant liabilities measured at fair value using Level 3 unobservable inputs (in thousands): Warrant liabilities Balance as of December 31, 2016 $ 846 Change in fair value measurement of warrant liability 646 Warrant liability reclassified to stockholders' equity (798 ) Balance as of December 31, 2017 $ 694 Of the inputs used to value the outstanding common stock warrant liabilities as of December 31, 2017 , the most subjective input is the Company’s estimate of expected volatility of its common stock. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered impaired, the amount of the impairment loss recognized is measured as the amount by which the carrying value of the asset exceeds the fair value of the asset, fair value being determined based upon future cash flows or appraised values, depending on the nature of the asset. The Company recognized no impairment losses during either of the periods presented within its financial statements. Debt Issuance Costs Historically, amounts paid related to debt financing activities were presented in the balance sheet as a direct deduction from the debt liability. Warrant Liabilities The Company’s outstanding common stock warrants issued in connection with its February 2015 and January 2016 financings are classified as liabilities in the accompanying consolidated balance sheets as they contain provisions that are considered outside of the Company’s control, such as requiring the Company to maintain active registration of the shares underlying such warrants. The warrants were recorded at fair value using the Black-Scholes option pricing model. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying consolidated statements of operations. The warrants issued in connection with the September 2016 financing were reclassified from warrant liabilities to stockholders’ equity as a result of an amendment to such warrants executed as part of the April 2017 Financing. The warrants issued in September 2016 were amended so that, under no circumstance or by any event outside of the Company’s control, can these awards be cash settled. As a result, such warrants are no longer accounted for as liabilities. The Company has issued other warrants that have similar terms whereas under no circumstance or by any event outside of the Company’s control may the shares be settled in cash. As such, these warrants are equity-classified. See note 7 for further details. Research and Development Research and development costs are expensed as incurred and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock units, or warrants. The Company excludes common stock equivalents from the calculation of diluted net income (loss) per share when the effect is anti-dilutive. Year Ended December 31, 2017 2016 Outstanding stock options 368 415 Outstanding warrants 7,084 2,318 Restricted stock units 718 115 8,170 2,848 Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The value of restricted stock unit grants is calculated based upon the closing stock price of the Company’s common stock on the date of the grant. Segment Information The Company operates under one segment which develops pharmaceutical products. Geographic Information Revenues by geographic area for the Company’s operations are as follows (in thousands): Year Ended December 31, 2017 2016 Europe (1)(2) $ 364 $ 5,093 Canada (1) 142 570 Asia Pacific (1)(2) — 100 Other (1)(2) 5 — $ 511 $ 5,763 (1) As a result of the Ferring Asset Purchase Agreement, all revenues have been reflected as discontinued operations in the statement of operations for all periods presented. (2) Amounts included have not been broken out by country as it is impractical to do so given the nature and structure of the license agreements which cover multiple countries and/or territories. The basis for attributing product sales and royalty revenues from external customers to individual countries was based on the geographic location of the end user customer. All of the Company’s net long-lived assets were located in the United States as of December 31, 2017 . As of December 31, 2016 , approximately $0.7 million of the Company’s net long-lived assets were located in Canada and the remainder were located in the United States. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in Topic 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company does not expect the adoption of the new standard will have a material effect on its consolidated financial statements and related disclosure. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 2), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 does not have a material effect on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating whether the adoption of the new standard will have a material effect on its consolidated financial statements and related disclosures. |
Seelos Agreement and Plan of Me
Seelos Agreement and Plan of Merger (Q3) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Seelos Agreement and Plan of Merger | 2. SEELOS AGREEMENT AND PLAN OF MERGER On July 30, 2018, the Company, Merger Sub, and Seelos, entered into the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Seelos, with Seelos continuing as a wholly owned subsidiary of the Company and the surviving corporation of the Merger. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. On October 16, 2018, the Company, Merger Sub and Seelos entered into an amendment to the Merger Agreement, whereby the Company’s deemed pre-money valuation for purposes of the Merger Agreement was increased to $13.0 million and the end date by which the contemplated Merger must be consummated by was extended to December 31, 2018. Subject to the terms and conditions of the Merger Agreement, at the closing of the Merger, each outstanding share of Seelos common stock will be converted into the right to receive shares of Company common stock (subject to the payment of cash in lieu of fractional shares and after giving effect to a reverse stock split of Company common stock if determined necessary or appropriate by the Company, Seelos and Merger Sub) such that, immediately following the effective time of the Merger, preexisting Company stockholders are expected to own approximately 15% of the outstanding capital stock of the Company on a fully diluted basis, and preexisting Seelos stockholders are expected to own approximately 85% of the outstanding capital stock of the Company on a fully diluted basis, subject to adjustments for net cash held by the Company and Seelos at the time of closing the Merger. Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of the Company and Seelos. In accordance with the terms of the Merger Agreement, (i) Raj Mehra, the founder and majority stockholder of Seelos (solely in his capacity as a Seelos stockholder) and (ii) certain executive officers, directors and stockholders of the Company (solely in their respective capacities as Company stockholders) have entered into the Support Agreements. The Support Agreements include covenants with respect to the voting of shares of Seelos or Company capital stock, respectively, in favor of approving the transactions contemplated by the Merger Agreement and against any competing acquisition proposals and place certain restrictions on the transfer of the shares of the Company and Seelos capital stock held by the respective signatories thereto. The Merger Agreement contains certain termination rights for both the Company and Seelos, and further provides that, upon termination of the Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $500,000 , which may be payable in shares of common stock of the party making such payment in such paying party's sole discretion, and in some circumstances reimburse the other party’s expenses up to a maximum of $350,000 . At the effective time of the Merger, the Company’s Board of Directors is expected to consist of five members, four of whom will be designated by Seelos and one of whom will be designated by the Company. Contingent Value Rights Agreement At the closing of the Merger, the Company, Seelos, Richard Pascoe, as representative of the Company’s stockholders, and a rights agent will enter into the Contingent Value Rights Agreement (the “CVR Agreement”). Pursuant to the CVR Agreement, Company stockholders will receive one CVR for each share of the Company’s common stock held of record immediately prior to the closing of the Merger. Each CVR will represent the right to receive payments based on the Company’s Vitaros assets. In particular, CVR holders will be entitled to receive 90% of any cash payments (or the fair market value of any non-cash payments) exceeding $500,000 received, during a period of ten years from the closing of the Merger, based on the sale or out-licensing of the Vitaros assets, including any Contingent Payments, less reasonable transaction expenses. Seelos will be entitled to retain the first $500,000 and 10% of any Contingent Payments. In order to be eligible for the CVR, a Company stockholder must be a holder of record at the close of business immediately prior to the closing of the Merger. Seelos has agreed to use commercially reasonable efforts to out-license or sell the Vitaros assets for a period of three years following the closing of the Merger. The CVR will be not be transferable, except in limited circumstances and will not be registered with the SEC. Richard Pascoe, the Company’s current President and CEO, will be appointed to serve as the representative of the CVR holders’/former Company stockholders’ interests under the CVR Agreement. |
Ferring Asset Purchase Agreem_2
Ferring Asset Purchase Agreement and Discontinued Operations (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Ferring Asset Purchase Agreement and Discontinued Operations | 3. FERRING ASSET PURCHASE AGREEMENT AND DISCONTINUED OPERATIONS On March 8, 2017 , the Company entered into the Ferring Asset Purchase Agreement, pursuant to which, and on the terms and subject to the conditions thereof, among other things, the Company agreed to sell to Ferring its assets and rights (the “Purchased Assets”) related to the business of developing, marketing, distributing, and commercializing, outside the United States, the Company’s products currently marketed or in development, intended for the topical treatment of sexual dysfunction (the “Product Business”), including products sold under the name Vitaros (the “Products”) for approximately $12.7 million . The Purchased Assets include, among other things, certain pending and registered patents and trademarks, contracts, manufacturing equipment and regulatory approvals relating to the Products outside of the United States. The Company retained the U.S. development and commercialization rights for Vitaros and a license from Ferring (the “Ferring License”) for intellectual property rights for Vitaros and other products which relate to development both within the United States and internationally. Pursuant to the terms of the Ferring Asset Purchase Agreement, Ferring paid the Company $11.5 million in cash at closing and paid approximately $0.7 million for the value of inventory related to the Products in April 2017. The Company was also eligible to receive two additional quarterly payments totaling $0.5 million for transition services, the first of which was received in July 2017 and the second of which was received in September 2017. The Company used a portion of the proceeds from the sale of the Purchased Assets to repay all amounts owed, including applicable termination fees, under the Credit Facility, which was approximately $6.6 million . The extinguishment of the Credit Facility was a stipulation of the Ferring Asset Purchase Agreement; however, since it was corporate debt, the loss on extinguishment was not offset against the gain on the sale of the Purchased Assets. As of the transaction date, Ferring assumed responsibility for future obligations under the purchased contracts and regulatory approvals, as well as other liabilities associated with the Purchased Assets arising after the closing date, including $1.1 million , the remainder of the installment payments owed by the Company to Sandoz as a condition under the termination agreement between the two parties. The Company retained all liabilities associated with the Purchased Assets arising prior to the closing date. Under the Ferring Asset Purchase Agreement, the Company has also agreed to indemnify Ferring for, among other things, breaches of its representations, warranties and covenants, any liability for which it remains responsible and its failure to pay certain taxes or comply with certain laws, subject to a specified deductible in certain cases. The Company’s aggregate liability under such indemnification claims is generally limited to $2.0 million . At the closing of the Ferring Asset Purchase Agreement, the Company entered into the Ferring License with respect to certain intellectual property rights necessary to or useful for its exploitation of the Purchased Assets within the United States and for its exploitation of the Purchased Assets in certain fields outside of sexual dysfunction, including for the treatment of Raynaud’s Phenomenon, outside the United States. The parties granted one another a royalty free, perpetual and non-exclusive license to product know-how in their respective fields and territories and Ferring granted the Company a royalty-free, perpetual and exclusive license to certain patents in the field of sexual dysfunction in the United States and in certain fields other than sexual dysfunction outside of the United States. The Ferring Asset Purchase Agreement was treated as a sale of a business and the total proceeds from the sale were allocated to the Purchased Assets. The total gain on sale of the Purchased Assets to Ferring consisted of the following (in thousands): Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 Discontinued Operations The Company had $0.02 million in accrued expenses related to discontinued operations as of September 30, 2018 . There were no assets and liabilities presented as discontinued operations as of December 31, 2017 . The operating results related to discontinued operations during the three and nine months ended September 30, 2018 and 2017 are as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Product sales $ — $ — $ — $ 143 Royalty revenue — — — 368 Cost of goods sold — — (24 ) (74 ) Operating expenses — (73 ) — (821 ) Other expense — — — (16 ) Gain on sale — 250 — 12,317 Income (loss) from discontinued operations $ — $ 177 $ (24 ) $ 11,917 Product sales, royalty revenue and cost of goods sold all relate to the sale of Vitaros product outside of the United States. Historically, the Company relied on its former commercial partners to sell Vitaros in approved markets and received royalty revenue from its former commercial partners based upon the amount of those sales. Royalty revenues were computed and recognized on a quarterly basis, typically one quarter in arrears, and at the contractual royalty rate pursuant to the terms of each respective license agreement. Operating expenses for the prior period include primarily patent and legal fees and accounting expenses incurred in connection with the Ferring Asset Purchase Agreement. | 2. FERRING ASSET PURCHASE AGREEMENT AND DISCONTINUED OPERATIONS On March 8, 2017 , the Company entered into the Ferring Asset Purchase Agreement, pursuant to which, and on the terms and subject to the conditions thereof, among other things, the Company agreed to sell to Ferring its assets and rights (the “Purchased Assets”) related to the business of developing, marketing, distributing, and commercializing, outside the United States, the Company’s products currently marketed or in development, intended for the topical treatment of sexual dysfunction (the “Product Business”), including products sold under the name Vitaros (the “Products”) for approximately $12.7 million . The Purchased Assets include, among other things, certain pending and registered patents and trademarks, contracts, manufacturing equipment and regulatory approvals relating to the Products outside of the United States. The Company retained the U.S. development and commercialization rights for Vitaros and a license from Ferring (the “Ferring License”) for intellectual property rights for Vitaros and other products which relate to development both within the United States and internationally. Pursuant to the terms of the Ferring Asset Purchase Agreement, Ferring paid the Company $11.5 million in cash at closing and paid approximately $0.7 million for the value of inventory related to the Products in April 2017. The Company was also eligible to receive two additional quarterly payments totaling $0.5 million for transition services, the first of which was received in July 2017 and the second of which was received in September 2017. The Company used a portion of the proceeds from the sale of the Purchased Assets to repay all amounts owed, including applicable termination fees, under the Credit Facility, which was approximately $6.6 million . The extinguishment of the Credit Facility was a stipulation of the Ferring Asset Purchase Agreement; however, since it was corporate debt, the loss on extinguishment was not offset against the gain on the sale of the Purchased Assets. As of the transaction date, Ferring assumed responsibility for future obligations under the purchased contracts and regulatory approvals, as well as other liabilities associated with the Purchased Assets arising after the closing date, including $1.1 million , the remainder of the installment payments owed by the Company to Sandoz as a condition under the termination agreement between the two parties. The Company retained all liabilities associated with the Purchased Assets arising prior to the closing date. Under the Ferring Asset Purchase Agreement, the Company has also agreed to indemnify Ferring for, among other things, breaches of its representations, warranties and covenants, any liability for which it remains responsible and its failure to pay certain taxes or comply with certain laws, subject to a specified deductible in certain cases. The Company’s aggregate liability under such indemnification claims is generally limited to $2.0 million . At the closing of the Ferring Asset Purchase Agreement, the Company entered into the Ferring License with respect to certain intellectual property rights necessary to or useful for its exploitation of the Purchased Assets within the United States and for its exploitation of the Purchased Assets in certain fields outside of sexual dysfunction, including for the treatment of Raynaud’s Phenomenon, outside the United States. The parties granted one another a royalty free, perpetual and non-exclusive license to product know-how in their respective fields and territories and Ferring granted the Company a royalty-free, perpetual and exclusive license to certain patents in the field of sexual dysfunction in the United States and in certain fields other than sexual dysfunction outside of the United States. The Ferring Asset Purchase Agreement was treated as a sale of a business and the total proceeds from the sale were allocated to the Purchased Assets. The total gain on sale of the Purchased Assets to Ferring consisted of the following: Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 Discontinued Operations The Company had no assets and liabilities presented as discontinued operations as of December 31, 2017 . The carrying amounts of the assets and liabilities of the Company’s discontinued operations as of December 31, 2016 are as follows (in thousands): December 31, Accounts receivable $ 530 Inventories 764 Prepaid expenses and other current assets 76 Current assets of discontinued operations 1,370 Property and equipment, net 842 Total assets of discontinued operations $ 2,212 Accounts payable 197 Accrued expenses 1,737 Total liabilities of discontinued operations $ 1,934 The operating results of the Company’s discontinued operations are as follows (in thousands): Year Ended 2017 2016 Product sales $ 143 $ 675 Royalty revenue 368 1,088 License fee revenue — 4,000 Cost of goods sold (74 ) (511 ) Cost of Sandoz rights (10 ) (3,380 ) Operating expenses (658 ) (1,606 ) Other expense (16 ) (40 ) Gain on sale 12,317 — Income from discontinued operations $ 12,070 $ 226 Product sales, royalty revenue and cost of goods sold all relate to the sale of Vitaros product outside of the United States. Historically, the Company relied on its former commercial partners to sell Vitaros in approved markets and received royalty revenue from its former commercial partners based upon the amount of those sales. Royalty revenues were computed and recognized on a quarterly basis, typically one quarter in arrears, and at the contractual royalty rate pursuant to the terms of each respective license agreement. The Company recorded $0.4 million in royalty revenue during the year ended December 31, 2017 related to sales of Vitaros prior to the completion of the Ferring Asset Purchase Agreement, during the fourth quarter of 2016 and the first quarter of 2017. “Cost of Sandoz rights” represents the payments owed by the Company to Sandoz as a condition under the termination agreement between the two parties related to Vitaros outside of the United States. Operating expenses for the current periods include primarily patent and legal fees and accounting expenses incurred in connection with the Ferring Asset Purchase Agreement. |
Allergan In-Licensing Agreeme_2
Allergan In-Licensing Agreement (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
In-Licensing Agreement [Abstract] | ||
Allergan In-Licensing Agreement | 4. ALLERGAN IN-LICENSING AGREEMENT In 2009, Warner Chilcott Company, Inc., now a subsidiary of Allergan, acquired the commercial rights to Vitaros in the United States. In September 2015, the Company entered into a license agreement and amendment to the original agreement with Warner Chilcott Company, Inc., granting the Company exclusive rights to develop and commercialize Vitaros in the United States in exchange for a $1.0 million upfront payment, paid in September 2015, and a $1.5 million regulatory milestone payment, paid in September 2017 following the FDA’s acknowledgment of receipt of the Company’s NDA resubmission. Since the intangibles acquired in the license agreement do not have an alternative future use, all costs incurred including the upfront payment and the regulatory milestone payment, were treated as research and development expense. As part of the license agreement, Allergan has the right to exercise a one-time opt-in right to assume all future commercialization activities in the United States, assuming FDA approval, in exchange for a total of $25.0 million in upfront and potential launch milestone payments owed to the Company, plus a high double-digit royalty in the ten to twenty percent range on Allergan’s net sales of the product. If Allergan elects not to exercise its opt-in right, the Company expects to commercialize Vitaros by partnering with a pharmaceutical company with established sales and marketing capabilities. In 2008, the FDA issued a CRL (the “2008 CRL”) for the Vitaros NDA, identifying certain deficiencies in the application. Based on the Company’s subsequent interactions with the FDA and after completion of further drug-device engineering and other activities intended to address issues previously raised in the 2008 CRL, which included human factor testing and new non-clinical studies, the Company resubmitted the Vitaros NDA in August 2017. On February 15, 2018, the FDA issued the 2018 CRL, identifying deficiencies related to chemistry, manufacturing and controls (“CMC”) and indicating that the modest treatment effect did not outweigh certain safety concerns specific to the 2.5% concentration of its permeation enhancer NexACT (DDAIP.HCl) contained in the current formulation. In April 2018, the Company met with the FDA and confirmed that two new Phase 3 clinical efficacy trials would be necessary at a lower formulation concentration in order to potentially reach approval. T he Company has initiated discussions with interested parties for the U.S. Vitaros rights to enable its continued development and potential approval in exchange for financial terms commensurate with a development stage asset. | 3. ALLERGAN IN-LICENSING AGREEMENT In 2009, Warner Chilcott Company, Inc., now a subsidiary of Allergan, acquired the commercial rights to Vitaros in the United States. In September 2015, the Company entered into a license agreement and amendment to the original agreement with Warner Chilcott Company, Inc., granting the Company exclusive rights to develop and commercialize Vitaros in the United States in exchange for a $1.0 million upfront payment, paid in September 2015, and a $1.5 million regulatory milestone payment, paid in September 2017 following the FDA’s acknowledgment of receipt of the Company’s NDA resubmission. Since the intangibles acquired in the license agreement do not have alternative future use, all costs incurred including the upfront payment and the regulatory milestone payment, were treated as research and development expense. As part of the license agreement, Allergan has the right to exercise a one-time opt-in right to assume all future commercialization activities in the United States, assuming FDA approval, for a total of $25.0 million in upfront and potential launch milestone payments owed to the Company for that right, plus a high double-digit royalty on Allergan’s net sales of the product. If Allergan elects not to exercise its opt-in right, the Company expects to commercialize Vitaros, either through an internally built commercial organization, a contract sales force or by partnering with a pharmaceutical company with established sales and marketing capabilities. In 2008, the FDA issued a complete response letter (the“2008 CRL”) for the Vitaros NDA, identifying certain deficiencies in the application. A complete response letter (“CRL”) is a communication from the FDA that informs companies that an application cannot be approved in its present form. Based on the Company’s subsequent interactions with the FDA and after completion of further drug-device engineering and other activities intended to address issues previously raised in the 2008 CRL, which included human factor testing and new non-clinical studies, the Company resubmitted the Vitaros NDA in August 2017. The 2018 CRL identified deficiencies related to chemistry, manufacturing and controls (“CMC”) and that the modest treatment effect did not outweigh certain safety concerns specific to the 2.5% concentration of its permeation enhancer NexACT (DDAIP.HCl) contained in the current formulation. In March 2018, the Company plans to request an end-of-review meeting with the FDA to further clarify the deficiencies raised in the CRL and to assess the best pathway forward for a potential approval of Vitaros. Based on FDA guidelines, this meeting is expected to take place within 30 days of the FDA receiving the request, or April 2018. 4. FORENDO IN-LICENSING AGREEMENT In October 2014, the Company entered into a license agreement (the “Forendo License”) and stock issuance agreement with Forendo Pharma Ltd. (“Forendo”), under which the Company was granted the exclusive right in the United States to develop and commercialize fispemifene, a tissue-specific selective estrogen receptor modulator (“SERM”) designed to treat symptomatic secondary hypogonadism, as well as chronic prostatitis and lower urinary tract symptoms in men. In exchange for the license, the Company issued to Forendo approximately 3.6 million shares of common stock with a value of $5.9 million based on the Company’s closing stock price on the date of the agreement and made an upfront cash payment of $5.0 million . The Company made an additional payment of $2.5 million to Forendo in April 2015 pursuant to the terms of the agreement. There were additional regulatory milestones for a total of $42.5 million , up to $260.0 million in sales milestones, plus tiered mid-range double-digit royalties in the ten to twenty percent range based on its sales of the product in the United States. The Company conducted a randomized double-blind Phase 2b clinical trial in symptomatic secondary hypogonadism and released top-line data during the first quarter of 2016 indicating that the study did not achieve statistical significance for either the erectile function primary endpoint or low libido secondary endpoint. Achievement of one or both of these clinical endpoints was essential in order to meet U.S. FDA regulatory requirements. As a result, the Company discontinued all development of fispemifene in secondary hypogonadism and on August 29, 2017, the Company terminated the Forendo License. Subsequently, in December 2017, the Company and Forendo entered into a mutual termination agreement and release, whereby the parties modified certain terms under the Forendo License and the related stock issuance agreement, primarily related to the Company’s recoupment of cost for fispemifene API. Under terms of the mutual termination agreement and release, Forendo paid the Company $0.2 million during the first quarter of 2018 in exchange for the initial transfer of the API and the Company is entitled to future payments up to the remaining cost of acquisition of the API, or $0.6 million , to be paid upon the execution of a future licensing transaction related to the product, which is subject to acceleration in certain circumstances. |
Other Financial Information (Q3
Other Financial Information (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Other Financial Information | 5. OTHER FINANCIAL INFORMATION Accrued Expenses Accrued expenses are comprised of the following (in thousands): September 30, December 31, Professional fees $ 672 $ 575 Outside research and development services 2 61 Other 92 14 $ 766 $ 650 | 5. OTHER FINANCIAL INFORMATION Property and Equipment Property and equipment are comprised of the following (in thousands): December 31, 2017 2016 Leasehold improvements $ 20 $ 20 Machinery and equipment 270 279 Capital lease equipment 76 76 Computer software 130 130 Furniture and fixtures 25 25 Total property and equipment 521 530 Less: accumulated depreciation and amortization (442 ) (366 ) Property and equipment, net $ 79 $ 164 Depreciation expense totaled $0.1 million for each of the years ended December 31, 2017 and 2016 , respectively. Accrued Expenses Accrued expenses are comprised of the following (in thousands): December 31, 2017 2016 Professional fees $ 575 $ 880 Outside research and development services 61 142 Deferred compensation — 134 Other 14 177 Accrued expenses, net $ 650 $ 1,333 Other Long Term Liabilities Other long term liabilities are comprised of the following (in thousands): December 31, 2017 2016 Deferred rent 46 76 Security deposit 12 — Other long term liabilities, net $ 58 $ 76 |
Stockholders' Equity (Q3)
Stockholders' Equity (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Stockholders' Equity | 6. STOCKHOLDERS' EQUITY Common Stock Offerings September 2018 Financing On September 20, 2018, the Company entered into a Securities Purchase Agreement (the “September 2018 SPA”) with an accredited investor (the “Purchaser”) for net proceeds of approximately $1.1 million . Pursuant to the September 2018 SPA, the Company sold 4,600,000 shares of the Company’s common stock, at a purchase price of $0.27 per share and warrants to purchase up to 3,450,000 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.30 per share, in a private placement. In addition, the Company issued warrants to purchase up to 230,000 shares of common stock to H.C. Wainwright (the “September 2018 Placement Agent Warrants”). The September 2018 Placement Agent Warrants are exercisable beginning six months after issuance at an exercise price of $0.3375 per share, and expire five years from the initial exercise date. The Company also issued additional warrants to the Purchaser in an amount of 2,677,160 shares of common stock, exercisable beginning six months after issuance at an exercise price equal to $0.40 per share (all warrants issued to the Purchaser in the September 2018 SPA, the “September 2018 Warrants”). The September 2018 Warrants are exercisable for five years from the initial exercise date. It is explicitly stated in the Form of Warrant for both the September 2018 Warrants and the September 2018 Placement Agent Warrants that under no circumstances would the Company be required to net cash settle the warrants. In connection with the September 2018 SPA, the Purchaser agreed to enter into a voting agreement with the Company to vote all of their respective shares of the Company's capital stock in favor of the approval of the Merger Agreement. The total initial $0.9 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The September 2018 Warrants and the September 2018 Placement Agent Warrants were classified as equity and valued using assumptions of an expected term of 5.5 years for each, a volatility of 107.3% for each, annual rate of dividends of 0% for each, and risk-free interest rates of 2.97% for each. Transaction costs of approximately $0.2 million were netted against the proceeds allocated to the common stock shares in equity. In addition, pursuant to the terms of the September 2018 SPA, outstanding warrants to purchase up to 2,677,160 shares of common stock previously issued to and held by the Purchaser were cancelled at the closing, which occurred on September 24, 2018. The fair value of the exchange between the warrants previously issued and outstanding prior to the September 2018 SPA and those issued in replacement of those warrants was $0.6 million on the date of the modification, which resulted in a charge of $0.1 million to change in fair value of warrant liability on the condensed consolidated statements of operations. June 2018 Warrant Amendment On June 22, 2018, the Company entered into the Subscription Agreement Amendment with the Investors, which, among other things, removed the Investors’ preemptive rights with respect to future issuances of the Company's equity securities. Concurrently with the Subscription Agreement Amendment, the Company entered into the June 2018 Warrant Amendment with Sarissa Offshore regarding the 2015 and 2016 Warrants, pursuant to which the exercise price of the warrants was reduced from $0.71 to $0.42 per share. The amendment to the warrants resulted in a charge of approximately $17,000 , which was recorded as amendment of equity classified warrants expense during the three months ended June 30, 2018. March 2018 Warrant Amendment In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of the 2015 and 2016 Warrants, which, among other things, (i) reduced the exercise price of the 2015 and 2016 Warrants from $8.80 to $0.71 per share, and (ii) amended certain provisions of the 2015 and 2016 Warrants such that they can no longer be net-cash settled. The fair value of the 2015 and 2016 Warrants on the date of the modification was $0.5 million , which resulted in a charge of $0.1 million to change in fair value of warrant liability on the condensed consolidated statements of operations, resulting in a total charge of $0.2 million for the three months ended March 31, 2018. Upon modification, the 2015 and 2016 Warrants were reclassified to stockholders’ equity. April 2018 Financing & Warrant Amendment On April 2, 2018, the Company completed the April 2018 Financing for net proceeds of approximately $2.9 million , after deducting placement agent fees and other estimated offering expenses for the sale. Pursuant to the agreement, the Company sold 7,100,000 of the Company’s 2018 Units. The April 2018 Warrants issued pursuant to the April 2018 Financing have an exercise price equal to $0.50 per share of common stock, and are only exercisable following the Company's announcement that it has received stockholder approval of the 2018 Charter Amendment and the effective date of the 2018 Charter Amendment. The April 2018 Warrants will expire five years from the date they are first exercisable. In addition, the Company issued the April 2018 Placement Agent Warrants to purchase up to 355,000 shares of common stock to H.C. Wainwright. The April 2018 Placement Agent Warrants are exercisable upon the announcement of the effectiveness of the 2018 Charter Amendment at an exercise price of $0.625 per share, and also expire five years from that date. It is explicitly stated in the Form of Warrant for both the April 2018 Warrants and the Placement Agent Warrants that under no circumstances may the shares be settled in cash. The total initial $1.2 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The April 2018 Warrants and the April 2018 Placement Agent Warrants were classified as equity and valued using assumptions of expected terms of 5.12 years and 5.0 years, volatilities of 104.0% and 105% , respectively, annual rate of dividends of 0% , and risk-free interest rates of 2.55% for each. Transaction costs of approximately $0.7 million were netted against the proceeds allocated to the common stock shares in equity. In connection with the April 2018 Financing, the Company entered into a warrant amendment with the holders of the Company’s warrants to purchase common stock of the Company, issued in the September 2017 Financing. See below for details. September 2017 Financing On September 10, 2017, the Company entered into the September 2017 SPA with certain accredited investors for net proceeds of approximately $3.1 million . Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and the September 2017 Warrants. The September 2017 Warrants were exercisable upon closing, or on September 13, 2017 , at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one-half years from that date. In addition, the Company issued the September 2017 Placement Agent Warrants to H.C. Wainwright. The September 2017 Placement Agent Warrants were exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one-half years from the closing date. The standalone fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The September 2017 Warrants and the September 2017 Placement Agent Warrants were valued using assumptions of expected terms of 2.5 years for each, volatilities of 110.4% for each, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.38% for each. The terms of the warrants state that under no circumstance may the shares be net-cash settled. Therefore, the September 2017 Warrants and the September 2017 Placement Agent Warrants have been classified within stockholders’ equity. The total proceeds from the private placement were allocated to the common stock and warrants on a relative fair values basis, with $2.8 million attributed to the common stock and $0.9 million attributed to the warrants. Transaction costs of approximately $0.6 million were netted against the proceeds and allocated to the common stock shares in equity. In connection with the April 2018 Financing, the Company entered in the April 2018 Warrant Amendment, which (i) reduced the exercise price of the September 2017 Warrants and the September 2017 Placement Agent Warrants to $0.60 per share (the closing price of the Company’s stock on March 27, 2018, the date of the amendment), and (ii) changed the date upon which such warrants become exercisable to the effective date of the 2018 Charter Amendment. The April 2018 Warrant Amendment resulted in a charge of approximately $0.1 million , which was recorded as amendment of equity classified warrants in the condensed consolidated statement of operations for the three months ended March 31, 2018. April 2017 Financing & Warrant Amendment On April 26, 2017, the Company completed the April 2017 Financing for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 of the Company’s 2017 Units. The April 2017 Warrants issued pursuant to the April 2017 Financing became exercisable only following the Company's announcement that it has received stockholder approval of the effectiveness of the 2017 Charter Amendment and the 2017 Charter Amendment had become effective. The April 2017 Warrants were exercisable upon the effective date of the 2017 Charter Amendment on May 17, 2017, expire five years from such date and have an exercise price $1.55 per share of common stock. In connection with this transaction, the Company also issued to H.C. Wainwright the 2017 Underwriter Warrants, which have substantially the same terms as the April 2017 Warrants, except that the 2017 Underwriter Warrants have a term of five years from April 20, 2017 and an exercise price of $1.75 per share. The terms of the April 2017 Warrants and the 2017 Underwriter Warrants state that under no circumstance may the shares be net-cash settled. Therefore, they have been classified within stockholders’ equity. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017 (File No. 333-217036), and a related prospectus. The total initial $2.9 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The warrants and Underwriter Warrants were valued using assumptions of expected terms of 5.06 and 5.0 years, respectively, volatilities of 88.3% and 88.7% , respectively, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.8% for each. Transaction costs of approximately $1.1 million were netted against the proceeds allocated to the common stock shares in equity. Pursuant to the April 2017 Financing, the Company entered into the April 2017 Warrant Amendment with the holders of the Company’s September 2016 Warrants, issued in the September 2016 Financing. See below for details. September 2016 Financing In September 2016, the Company completed the September 2016 Financing, which was a registered direct offering of 1,082,402 shares of common stock at a purchase price of $3.45 per share with a group of investors. Concurrently in a private placement, for each share of common stock purchased by each investor, such investor received from the Company an unregistered warrant to purchase three quarters of a share of common stock (the “2016 Private Placement Warrants”). Initially, the 2016 Private Placement Warrants had an exercise price of $4.50 per share, were exercisable beginning six months from the initial issuance date, and would expire five and a half years from the initial issuance date. The aggregate gross proceeds from the sale of the common stock and warrants was approximately $3.7 million , and the net proceeds after deduction of commissions, fees and expenses was approximately $3.2 million . In connection with this transaction, the Company issued to the placement agent warrants to purchase up to 54,123 shares of common stock sold in this offering (the “2016 Placement Agent Warrants” and, together with the 2016 Private Placement Warrants, the “September 2016 Warrants”). The 2016 Placement Agent Warrants have substantially the same terms as the 2016 Private Placement Warrants, except that initially, the 2016 Placement Agent Warrants had an exercise price of $4.3125 per share and would expire five years from the initial issuance date. Initially, the September 2016 Warrants were accounted for as liabilities and fair-valued at the issuance date. Out of the total gross proceeds, $1.6 million was allocated to the 2016 Private Placement Warrants based on their fair value, and the rest was allocated to the common stock and recorded in equity. Also, in connection with the transaction, the Company incurred cash-based transaction costs of approximately $0.5 million and non-cash transaction costs of $0.1 million related to the fair value of the 2016 Placement Agent Warrants. These costs were allocated between the warrant liability and the equity based on their relative values at the issuance date. The transaction costs that were allocated to the warrant liability of approximately $0.3 million were expensed and included in other financing expenses on the condensed consolidated statements of operations and the transaction costs of approximately $0.4 million related to the common stock were netted against the proceeds allocated to the common stock shares in equity. In connection with the April 2017 Financing, the Company entered into the April 2017 Warrant Amendment, which, among other things, (i) reduced the exercise price of the September 2016 Warrants to $1.55 per share (the exercise price of the April 2017 Warrants), (ii) amended the terms of the agreement so that the shares cannot be cash settled under any circumstance, and (iii) changed the date upon which such warrants became exercisable to the effective date of the Charter Amendment, or May 17, 2017. Based upon the amended terms of the agreement, the September 2016 Warrants were reclassified to stockholders’ equity at the time of the April 2017 Warrant Amendment. The fair value of the September 2016 Warrants on that date was $0.8 million , which resulted in a charge of $0.2 million to change in fair value of warrant liability on the condensed consolidated statements of operations before reclassification to stockholders’ equity during the second quarter of 2017. July 2016 Aspire Common Stock Purchase Agreement In July 2016, the Company and Aspire Capital entered into the Aspire Purchase Agreement, which provided that Aspire Capital was committed to purchase, if the Company chose to sell and at the Company’s discretion, an aggregate of up to $7.0 million of shares of the Company’s common stock over the 24 -month term of the Aspire Purchase Agreement. The Aspire Purchase Agreement could have been terminated at any time by the Company by delivering notice to Aspire Capital. On the Aspire Closing Date, the Company delivered to Aspire Capital a commitment fee of 151,899 shares of the Company’s common stock at a value of $0.6 million , in consideration for Aspire Capital entering into the Aspire Purchase Agreement. Additionally, on the Aspire Closing Date, the Company sold 253,165 shares of the Company’s common stock to Aspire Capital for proceeds of $1.0 million . In connection with the transaction, the Company incurred cash transaction costs of approximately $0.1 million , which were netted against the proceeds in equity. On any business day during the 24-month term of the Aspire Purchase Agreement, the Company had the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 10,000 shares of the Company’s common stock per business day, subject to certain limitations. The Company and Aspire Capital could have mutually agreed to increase the number of shares that could have been sold pursuant to a Purchase Notice to as much as an additional 200,000 shares of the Company’s common stock per business day. The purchase price per share of the Company’s common stock sold to Aspire Capital pursuant to a Purchase Notice was equal to the lower of (i) the lowest sales price of the Company’s common stock on the purchase date or (ii) the average of the lowest three closing sales prices of the Company’s common stock for the twelve business days prior to the purchase date. Under the Aspire Purchase Agreement, the Company and Aspire Capital shall not effect any sales on any purchase date where the closing sale price of the Company’s common stock is less than $1.00 . Additionally, on any date on which (i) the Company submitted a Purchase Notice to Aspire Capital for at least 10,000 shares of the Company's common stock and (ii) the last closing trade price for the Company’s common stock was higher than $3.00 , the Company had the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of the Company's common stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the next business day (the “VWAP Purchase Date”), subject to certain limitations. The purchase price per share of the Company's common stock sold to Aspire Capital pursuant to a VWAP Purchase Notice shall be the lesser of (i) the closing sale price of the Company’s common stock on the VWAP Purchase Date or (ii) 97% of the volume weighted average price of the Company’s common stock traded on the VWAP Purchase Date, subject to certain limitations. The Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register, under the Securities Act of 1933, as amended, the sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. Pursuant to the Aspire Purchase Agreement, in no case could the Company issue more than 1.2 million shares of the Company’s common stock (which is equal to approximately 19.99% of the Company’s common stock outstanding on the Aspire Closing Date) to Aspire Capital unless (i) the average price paid for all shares issued under the Aspire Purchase Agreement is at least $3.820 per share (a price equal to the most recent condensed consolidated closing bid price of the Company’s common stock prior to the execution of the Aspire Purchase Agreement) or (ii) the Company received stockholder approval to issue more shares to Aspire Capital. From the inception of the Aspire Purchase Agreement through its termination, the Company had issued a total of 0.5 million shares for gross proceeds of $1.2 million . Upon its termination, all of the reserve was available under the committed equity financing facility since the Company’s stock price was above $1.00 , subject to SEC limitations under the Form S-3 Registration Statement. However, in connection with the September 2016, April 2017 and April 2018 Financings, the Company agreed to not make any further sales under the Aspire Purchase Agreement for a period of twelve months following the date of each financing. January 2016 Financing In January 2016, the Company entered into subscription agreements with certain purchasers pursuant to which it agreed to sell an aggregate of 1,136,364 shares of its common stock and warrants to purchase up to an additional 568,184 shares of its common stock to the purchasers for an aggregate offering price of $10.0 million , to take place in separate closings (the “January 2016 Financing”). Each share of common stock was sold at a price of $8.80 and included one half of a warrant to purchase a share of common stock. During the first closing in January 2016, the Company sold an aggregate of 252,842 shares and warrants to purchase up to 126,421 shares of common stock for gross proceeds of $2.2 million . The remaining shares and warrants were sold in a subsequent closing in March 2016 for gross proceeds of $7.8 million following stockholder approval at a special meeting on March 2, 2016. The aggregate net proceeds, after deduction of fees and expenses of approximately $0.4 million , were approximately $9.6 million . The warrants issued in connection with the January 2016 financing (the “January 2016 Warrants”) occurred in separate closings in January 2016 and March 2016 and gave rights to purchase up to 568,184 total shares of the Company’s common stock at an exercise price of $8.80 per share. The total initial $4.8 million fair value of the warrants on their respective closing dates was determined using the Black-Scholes option pricing model and was recorded as the initial carrying value of the common stock warrant liabilities. The warrants issued in January 2016 and March 2016 were initially valued using assumptions of expected terms of 7.0 years, volatilities of 101.9% and 99.4% , respectively, annual rate of dividends of 0.0% , and risk-free interest rates of 1.6% and 1.4% , respectively. Fees and expenses of approximately $0.2 million were allocated to the warrant liability and expensed in Other Financing Costs. The remaining expenses were netted against the proceeds allocated to the common stock shares in equity. The fair value of these warrants is remeasured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. These warrants became exercisable in July 2016 and September 2016 and have expiration dates of January 2023 and March 2023, respectively. Pursuant to the January 2016 financing, the exercise price of warrants issued in connection with a financing in February 2015 were reduced from $18.20 per share to $8.80 per share. The modification to these warrants resulted in a charge to other financing costs of approximately $0.7 million in 2016. The exercise price of these warrants was further reduced in March 2018. See above for details. Warrants A summary of warrant activity during the nine months ended September 30, 2018 is as follows (in thousands): Common Shares Weighted Outstanding as of December 31, 2017 7,084 $ 3.91 Issued 10,262 $ 0.41 Exercised (1,041 ) $ 1.48 Cancelled (3,210 ) 3.99 Outstanding as of September 30, 2018 13,095 $ 0.69 Exercisable as of September 30, 2018 6,738 $ 1.01 The following table shows the number of outstanding warrants by exercise price and date of expiration as of September 30, 2018 (in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 379 $ 0.60 March 2020 252 $ 1.75 April 2022 2,448 $ 1.55 May 2022 340 $ 0.42 January 2023 89 $ 0.71 January 2023 332 $ 0.42 March 2023 109 $ 0.71 March 2023 355 $ 0.63 March 2023 2,400 $ 0.50 May 2023 230 $ 0.338 March 2024 3,450 $ 0.30 March 2024 2,677 $ 0.40 March 2024 19 $ 12.90 October 2024 15 $ 16.40 July 2025 13,095 | 7. STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue 10.0 million shares of preferred stock, par value $0.001 , of which 1.0 million shares are designated as Series A Junior Participating Preferred Stock, 800 are designated as Series B 8% Cumulative Convertible Preferred Stock, and 600 are designated as Series C 6% Cumulative Convertible Preferred Stock. No shares of preferred stock were outstanding as of December 31, 2017 or 2016 . Common Stock Offerings September 2017 Financing On September 10, 2017, the Company entered into the September 2017 SPA with certain investors for net proceeds of approximately $3.1 million . Pursuant to the agreement, the Company sold 2,136,614 shares of the Company’s common stock at a purchase price of $1.73 per share, and warrants to purchase up to 1,068,307 shares of common stock in a private placement. The warrants were exercisable upon closing, or on September 13, 2017 , at an exercise price equal to $1.67 per share of common stock and are exercisable for two and one-half years from that date. In addition, the Company issued warrants to purchase up to 106,831 shares of common stock to H.C. Wainwright. The September 2017 Placement Agent Warrants were exercisable upon closing at an exercise price of $2.16 per share, and also expire two and one-half years from the closing date. The standalone fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The warrants and September 2017 Placement Agent Warrants were valued using assumptions of expected terms of 2.5 for each, volatilities of 110.4% for each, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.38% for each. The terms of the warrants state that under no circumstance may the shares be settled in cash. Therefore, the warrants have been classified within stockholders’ equity. The total proceeds from the private placement were allocated to the common stock and warrants on a relative fair values basis, with $2.8 million attributed to the common stock and $0.9 million attributed to the warrants. Transaction costs of approximately $0.6 million were netted against the proceeds and allocated to the common stock shares in equity. April 2017 Financing & Warrant Amendment On April 26, 2017, the Company completed the April 2017 Financing for net proceeds of approximately $5.9 million , after deducting the underwriting discounts and commissions and offering expenses payable by the Company. Pursuant to the underwriting agreement with H.C. Wainwright, the Company sold to H.C. Wainwright an aggregate of 5,030,000 units. Each unit consisted of one share of common stock and one warrant to purchase 0.75 of a share of common stock, sold at a public offering price of $1.40 per unit. The warrants became exercisable only following the Company's announcement that it has received stockholder approval of the effectiveness of the Charter Amendment and the Charter Amendment had become effective. The warrants were exercisable upon the effective date of the Charter Amendment on May 17, 2017, expire five years from such date and have an exercise price $1.55 per share of common stock. In connection with this transaction, the Company issued to H.C. Wainwright warrants to purchase up to 251,500 shares of common stock. The Underwriter Warrants have substantially the same terms as the warrants sold concurrently to the investors in the offering, except that the Underwriter Warrants have a term of five years from April 20, 2017 and an exercise price of $1.75 per share. The terms of the warrants state that under no circumstance may the shares be settled in cash. Therefore, the warrants have been classified within stockholders’ equity. The common shares, warrants and warrant shares were issued and sold pursuant to an effective registration statement on Form S-1, which was previously filed with the SEC and declared effective on April 20, 2017, and a related prospectus. The total initial $2.9 million fair value of the combined warrants was determined using the Black-Scholes option pricing model and was recorded to equity. The warrants and Underwriter Warrants were valued using assumptions of expected terms of 5.06 and 5.0 years, respectively, volatilities of 88.3% and 88.7% , respectively, annual rate of dividends of 0.0% for each, and risk-free interest rates of 1.8% for each. Transaction costs of approximately $1.1 million were netted against the proceeds allocated to the common stock shares in equity. Pursuant to the April 2017 Financing, the Company entered into a warrant amendment with the holders of the Company’s warrants to purchase common stock of the Company, issued in the September 2016 Financing. See below for details. September 2016 Financing In September 2016, the Company completed the September 2016 Financing, which was a registered direct offering of 1,082,402 shares of common stock at a purchase price of $3.45 per share with a group of investors. Concurrently in a private placement, for each share of common stock purchased by each investor, such investor received from the Company an unregistered warrant to purchase three quarters of a share of common stock (the “Private Placement Warrants”). Initially, the Private Placement Warrants had an exercise price of $4.50 per share, were exercisable six months from the initial issuance date, and would expire five and a half years from the initial issuance date. The aggregate gross proceeds from the sale of the common stock and warrants was approximately $3.7 million , and the net proceeds after deduction of commissions, fees and expenses was approximately $3.2 million . In connection with this transaction, the Company issued to the placement agent warrants to purchase up to 54,123 shares of common stock sold in this offering (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Private Placement Warrants, except that initially, the Placement Agent Warrants had an exercise price of $4.3125 per share and would expire five years from the initial issuance date. Initially, the Private Placement Warrants and the Placement Agent Warrants were accounted for as a liability and fair-valued at the issuance date. Out of the total gross proceeds, $1.6 million was allocated to the Private Placement Warrants based on their fair value, and the rest was allocated to the common stock and recorded in equity. Also, in connection with the transaction, the Company incurred cash-based transaction costs of approximately $0.5 million and non-cash transaction costs of $0.1 million related to the fair value of the Placement Agent Warrants. These costs were allocated between the warrant liability and equity based on their relative values at the issuance date. The transaction costs that were allocated to the warrant liability of approximately $0.3 million were expensed and included in other financing expenses on the consolidated statements of operations and the transaction costs of approximately $0.4 million related to the common stock were netted against the proceeds allocated to the common stock shares in equity. In connection with the April 2017 Financing, the Private Placement Warrants and the Placement Agent Warrants were amended pursuant to which, among other things, (i) the exercise price of the warrants was reduced to $1.55 per share (the exercise price of the warrants sold in the April 2017 Financing), (ii) the terms of the agreement were amended so that the shares cannot be cash settled under any circumstance, and (iii) the date upon which such warrants became exercisable was changed to the effective date of the Charter Amendment, or May 17, 2017. Based upon the amended terms of the agreement, these warrants were reclassified to stockholders’ equity at the time of amendment, or April 20, 2017. The fair value of the warrants on that date was $0.8 million , which resulted in a charge of $0.2 million to change in fair value of warrant liability on the consolidated statements of operations before reclassification to stockholders’ equity during the second quarter of 2017. July 2016 Aspire Common Stock Purchase Agreement In July 2016, the Company and Aspire Capital entered into the Aspire Purchase Agreement, which provides that Aspire Capital is committed to purchase, if the Company chooses to sell and at the Company’s discretion, an aggregate of up to $7.0 million of shares of the Company’s common stock over the 24 -month term of the Aspire Purchase Agreement. The Aspire Purchase Agreement can be terminated at any time by the Company by delivering notice to Aspire Capital. On the Aspire Closing Date, the Company delivered to Aspire Capital a commitment fee of 151,899 shares of the Company’s common stock at a value of $0.6 million , in consideration for Aspire Capital entering into the Aspire Purchase Agreement. Additionally, on the Aspire Closing Date, the Company sold 253,165 shares of the Company’s common stock to Aspire Capital for proceeds of $1.0 million . In connection with the transaction, the Company incurred cash transaction costs of approximately $0.1 million , which were netted against the proceeds in equity. On any business day during the 24-month term of the Aspire Purchase Agreement, the Company has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 10,000 shares of the Company’s common stock per business day, subject to certain limitations. The Company and Aspire Capital may mutually agree to increase the number of shares that may be sold pursuant to a Purchase Notice to as much as an additional 200,000 shares of the Company’s common stock per business day. The purchase price per share of the Company’s common stock sold to Aspire Capital pursuant to a Purchase Notice is equal to the lower of (i) the lowest sales price of the Company’s common stock on the purchase date or (ii) the average of the lowest three closing sales prices of the Company’s common stock for the twelve business days prior to the purchase date. Under the Aspire Purchase Agreement, the Company and Aspire Capital shall not effect any sales on any purchase date where the closing sale price of the Company’s common stock is less than $1.00 . Additionally, on any date on which (i) the Company submits a Purchase Notice to Aspire Capital for at least 10,000 shares of the Company's common stock and (ii) the last closing trade price for the Company’s common stock is higher than $3.00 , the Company has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of the Company's common stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the next business day (the “VWAP Purchase Date”), subject to certain limitations. The purchase price per share of the Company's common stock sold to Aspire Capital pursuant to a VWAP Purchase Notice shall be the lesser of (i) the closing sale price of the Company’s common stock on the VWAP Purchase Date or (ii) 97% of the volume weighted average price of the Company’s common stock traded on the VWAP Purchase Date, subject to certain limitations. The Company also entered into a registration rights agreement with Aspire Capital, in which the Company agreed to file one or more registration statements, as permissible and necessary to register, under the Securities Act of 1933, as amended, the sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. The Company has filed with the SEC a prospectus supplement to the Company’s prospectus, dated August 25, 2014, filed as part of the Company’s effective $100.0 million shelf registration statement on Form S-3, registering all of the shares of common stock that may be offered and sold to Aspire Capital from time to time. Pursuant to the Aspire Purchase Agreement, in no case may the Company issue more than 1.2 million shares of the Company’s common stock (which is equal to approximately 19.99% of the Company’s common stock outstanding on the Aspire Closing Date) to Aspire Capital unless (i) the average price paid for all shares issued under the Aspire Purchase Agreement is at least $3.820 per share (a price equal to the most recent consolidated closing bid price of the Company’s common stock prior to the execution of the Aspire Purchase Agreement) or (ii) the Company receives stockholder approval to issue more shares to Aspire Capital. Since the inception of the Aspire Purchase Agreement through December 31, 2017 , the Company has issued a total of 0.5 million shares for gross proceeds of $1.2 million . As of February 26, 2018 , all of the reserve was available under the committed equity financing facility since the Company’s stock price was above $1.00 , subject to SEC limitations under the Form S-3 Registration Statement. However, in connection with the September 2016 and April 2017 Financings, the Company agreed to not make any further sales under the Aspire Purchase Agreement for a period of twelve months following the date of each financing. January 2016 Financing In January 2016, the Company entered into subscription agreements with certain purchasers pursuant to which it agreed to sell an aggregate of 1,136,364 shares of its common stock and warrants to purchase up to an additional 568,184 shares of its common stock to the purchasers for an aggregate offering price of $10.0 million , to take place in separate closings. Each share of common stock was sold at a price of $8.80 and included one half of a warrant to purchase a share of common stock. During the first closing in January 2016, the Company sold an aggregate of 252,842 shares and warrants to purchase up to 126,421 shares of common stock for gross proceeds of $2.2 million . The remaining shares and warrants were sold in a subsequent closing in March 2016 for gross proceeds of $7.8 million following stockholder approval at a special meeting on March 2, 2016. The aggregate net proceeds, after deduction of fees and expenses of approximately $0.4 million , were approximately $9.6 million . The warrants issued in connection with the January 2016 financing (the “January 2016 Warrants”) occurred in separate closings in January 2016 and March 2016 and gave rights to purchase up to 568,184 total shares of the Company’s common stock at an exercise price of $8.80 per share. The total initial $4.8 million fair value of the warrants on their respective closing dates was determined using the Black-Scholes option pricing model and was recorded as the initial carrying value of the common stock warrant liabilities. The warrants issued in January 2016 and March 2016 were initially valued using assumptions of expected terms of 7.0 years, volatilities of 101.9% and 99.4% , respectively, annual rate of dividends of 0.0% , and risk-free interest rates of 1.6% and 1.4% , respectively. Fees and expenses of approximately $0.2 million were allocated to the warrant liability and expensed in Other Financing Costs. The remaining expenses were netted against the proceeds allocated to the common stock shares in equity. The fair value of these warrants is remeasured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying consolidated statements of operations. These warrants became exercisable in July 2016 and September 2016 and have expiration dates of January 2023 and March 2023, respectively. Pursuant to the January 2016 financing, the exercise price of warrants issued in connection with a financing in February 2015 were reduced from $18.20 per share to $8.80 per share. The modification to these warrants resulted in a charge to other financing costs of approximately $0.7 million in 2016. As of December 31, 2017 , the total aggregate fair value of the warrant liability, which includes only the January 2016 Warrants and the February 2015 Warrants, was $0.7 million . Warrants A summary of warrant activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Common Shares Weighted Outstanding at December 31, 2016 2,318 $ 15.19 Issued 5,199 $ 1.60 Exercised (186 ) $ 1.55 Cancelled (247 ) 52.50 Outstanding as of December 31, 2017 7,084 $ 3.91 Exercisable as of December 31, 2017 7,084 $ 3.91 The following table shows the number of outstanding warrants by exercise price and date of expiration as of December 31, 2017 (share amounts in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 300 $ 34.00 May 2018 1,068 $ 1.67 March 2020 107 $ 2.16 March 2020 252 $ 1.75 April 2022 4,452 $ 1.55 May 2022 429 $ 8.80 January 2023 442 $ 8.80 March 2023 19 $ 12.90 October 2024 15 $ 16.40 July 2025 7,084 |
Related Party Transactions (Q3)
Related Party Transactions (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS The Company had the following related party transaction for the three and nine months ended September 30, 2018 : IRRAS AB IRRAS AB (“IRRAS”) is a commercial stage medical technology company of which a current director of the Company, Kleanthis G. Xanthopoulos, Ph.D., is currently the President, Chief Executive Officer and director. In January 2018, the Company and IRRAS entered into a sublease, pursuant to which the Company subleased to IRRAS excess capacity in its current corporate headquarters (the “IRRAS Sublease”). The IRRAS Sublease has a term of two years and aggregate payments due to the Company of approximately $0.3 million , which approximate fair value. On October 30, 2018, the Company and IRRAS entered into an amended and restated sublease, commencing January 1, 2019, pursuant to which the Company agreed to sublease to IRRAS the remainder of its current corporate headquarters (the “IRRAS Restated Sublease”), which satisfied a closing condition related to the Merger. The IRRAS Sublease has a term of 1 year and provides for aggregate payments due to the Company of approximately $0.4 million , which approximate fair value. | 9. RELATED PARTY TRANSACTIONS The Company had the following related party transaction in January 2018: IRRAS AB IRRAS AB (“IRRAS”) is a commercial stage medical technology company of which a current director of the Company, Kleanthis G. Xanthopoulos, Ph.D., is currently the President, Chief Executive Officer and director. In January 2018, the Company and IRRAS entered into a Sublease, pursuant to which the Company subleased to IRRAS excess capacity in its corporate headquarters. The sublease has a term of two years and aggregate payments due to the Company of approximately $0.3 million . |
Litigation (Q3)
Litigation (Q3) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 8. LITIGATION The Company is a party to the following litigation and may be a party to certain other litigation that is either judged to be not material or that arises in the ordinary course of business from time to time. The Company intends to vigorously defend its interests in these matters and does not expect that the resolution of these matters will have a material adverse effect on its business, financial condition or results of operations. However, due to the uncertainties inherent in litigation, no assurance can be given as to the outcome of these proceedings. A complaint was filed in the Supreme Court of the State of New York by Laboratoires Majorelle SAS and Majorelle International SARL (“Majorelle”) on July 25, 2017 naming the Company, NexMed (U.S.A.), Inc. and Ferring International Center S.A. as defendants. The complaint sought a declaratory judgment that a non-compete provision in a license agreement between the Company and Majorelle, dated November 12, 2013, was unenforceable under US and foreign antitrust law, and made other claims relating to invalidity of the Company’s assignment of the license agreement to Ferring under the Ferring Asset Purchase Agreement. The complaint also alleged breach of contract, fraudulent inducement, misrepresentation and unjust enrichment relating to a separate supply agreement between the Company and Majorelle. In addition to declaratory relief, Majorelle sought damages in excess of $1.0 million , disgorgement of profits and attorney’s fees. On August 30, 2017, the Company and NexMed removed the case to federal district court in the Southern District of New York. Majorelle filed an amended complaint on October 16, 2017. The Company filed a motion to dismiss all claims in the amended complaint on December 5, 2017. On September 21, 2018, the Court granted the Company’s motion to dismiss Majorelle’s federal antitrust claim and dismissed the entire case. |
Subsequent Event (Q3)
Subsequent Event (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Event | 9. SUBSEQUENT EVENT Pre-Merger Financing On October 16, 2018, Seelos and the Company entered into a Securities Purchase Agreement ( as amended on November 16, 2018, the “Pre-Merger Financing SPA” and the transactions contemplated thereby the “Pre-Merger Financing”) with certain accredited investors (the “Investors”) pursuant to which, among other things, (i) Seelos agreed to sell to the Investors an aggregate of 1,187,336 shares of Seelos common stock (the “Initial Shares”) and deposit an additional 1,187,336 shares of Seelos common stock into escrow for the benefit of the Investors if 80% of the volume-weighted average trading price of a share of the Company’s common stock on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing is lower than the price paid by the Investors for the Initial Shares (the “Additional Shares” and together with the Initial Shares the “Seelos Financing Shares”), and (ii) the Company agreed to issue warrants representing the right to acquire an amount of the Company’s common stock up to the amount issuable in exchange for 80% of the Seelos Financing Shares upon consummation of the merger, as further described below (the “Series A Warrants”), and additional warrants to purchase shares of the Company’s common stock, as further described below (the “Series B Warrants” together with the Series A Warrants and the Seelos Financing Shares, the “Purchased Securities”), and the Investors agreed to purchase the Purchased Securities, for an aggregate purchase price of approximately $18.0 million (the “Purchase Price”). Upon the consummation of the Merger, each Initial Share will automatically be converted into the right to receive a number of shares of the Company’s common stock equal to the exchange ratio. Further, upon consummation of the Merger, each Additional Share placed into escrow will automatically be converted into the right to receive a number of shares of the Company’s common stock equal to the exchange ratio (the “Converted Additional Shares”). The number of Converted Additional Shares issuable pursuant to the Pre-Merger Financing SPA will be determined by subtracting (i) the aggregate number of shares of the Company’s common stock issued in exchange for the Initial Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits and similar events) from (ii) the quotient determined by dividing (a) the aggregate Purchase Price by (b) 80% of the average of the volume-weighted average price of a share of the Company’s common stock on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing. Any Converted Additional Shares not issuable to the Investors will be returned to the Company as treasury shares. The closing of the Pre-Merger Financing is subject to the satisfaction or waiver of certain conditions. Series A Warrants The Series A Warrants will have an initial exercise price per share equal to 125% of the lesser of (i) $15.16 , as adjusted for the Merger exchange ratio, and (ii) 80% of the average of the volume-weighted average price of a share of the Company’s common stock on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing, will be immediately exercisable and will have a term of five years from the date of issuance. The Series A Warrants will be initially exercisable for an amount of the Company’s common stock up to the amount issuable upon consummation of the Merger in exchange for 80% of the Seelos Financing Shares purchased by the holder. Additionally, every ninth trading day up to and including the 45th trading day (each, a “Reset Date”) following (i) each date on which a registration statement registering any registrable securities for resale by a holder of Purchased Securities is declared effective or is available for use, (ii) if there is no registration statement registering all of the shares issuable upon exercise of the Series A Warrants and the Series B Warrants, the earlier to occur of (a) the first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (b) the six month anniversary of the closing date of the Pre-Merger Financing (such earlier date among clauses (a) and (b) the “Six Month Reset Date”) and (iii) in the event that the Company (a) fails for any reason to satisfy the requirements of Rule 144(c)(1) under the Securities Act or (b) has ever been an issuer described in Rule 144(i)(1)(i) under the Securities Act or becomes such an issuer in the future, and the Company fails to satisfy any condition set forth in Rule 144(i)(2) under the Securities Act (each of clauses (a) and (b), a “Public Information Failure”), at any time following the Six Month Reset Date, then the earlier to occur of (1) the date the Public Information Failure is cured and no longer prevents the holder from selling all of the shares issuable upon exercise of the Series A Warrants and the Series B Warrants pursuant to Rule 144 without restriction or limitation, (2) the first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1), and (3) the one year anniversary of the closing date of the Pre-Merger Financing (such 45 trading day period, the “Reset Period”), the exercise price will be adjusted to be the lesser of (i) the exercise price then in effect and (ii) 125% of 80% of the average of the five lowest volume-weighted average trading prices of a share of the Company’s common stock on Nasdaq during the applicable Reset Period to date and the number of shares of the Company’s common stock issuable upon exercise of the Series A Warrants will be proportionally increased accordingly , provided that the Company shall in no event issue shares of the Company’s common stock pursuant to the exercise of the Series A Warrants and the Series B Warrants, in the aggregate, in excess of the difference obtained by subtracting the number of Converted Initial Shares and the number of Converted Additional Shares from 533,773,068, prior to giving effect to the reverse split to be effected in connection with the Merger (the “Warrant Issuance Cap”). In the event that the Company is unable to issue shares of the Company’s common stock pursuant to an exercise of Series A Warrants or the Series B Warrants due to the application of the Warrant Issuance Cap, the Company will pay to the exercising holder an amount in cash per share equal to the difference between the last closing trade price of the Company’s common stock and the applicable exercise price, to the extent not previously paid to the Company . Series B Warrants The Series B Warrants will have an exercise price per share of $0.001 , will be immediately exercisable and will expire on the day following the later to occur of (i) the 45th trading day immediately following the earlier to occur of (a) the first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) and (b) the one year anniversary of the closing date of the Pre-Merger Financing, and (ii) the date on which the Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. The Series B Warrants will be initially exercisable for no shares of the Company’s common stock. On each Reset Date, the number of shares issuable upon exercise of the Series B Warrants shall be increased to the number (if positive) obtained by subtracting (i) the number of shares of the Company’s common stock exchanged pursuant to the exchange ratio for Seelos Financing Shares purchased by such holder from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by such holder by (b) 80% of the average of the five lowest volume-weighted average trading price of a share of the Company’s common stock on Nasdaq during the applicable Reset Period to date , provided that the Company shall in no event issue shares of the Company’s common stock pursuant to the exercise of the Series A Warrants and the Series B Warrants, in the aggregate, in excess of the Warrant Issuance Cap. In the event that the Company is unable to issue shares of the Company’s common stock pursuant to an exercise of Series A Warrants or the Series B Warrants due to the application of the Warrant Issuance Cap, the Company will pay to the exercising holder an amount in cash per share equal to the difference between the last closing trade price of the Company’s common stock and the applicable exercise price, to the extent not previously paid to the Company . | 12. SUBSEQUENT EVENT On February 15, 2018, the FDA, issued the 2018 CRL for the NDA for Vitaros. In March 2018, the Company plans to request a meeting with the FDA to further clarify the deficiencies raised in the 2018 CRL and to assess the best path forward for a potential approval of Vitaros. Based on FDA guidelines, the Company expects this meeting to take place within 30 days of the FDA receiving the request. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (FY) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2017 included in the Apricus Biosciences, Inc. and subsidiaries (the “Company”) Annual Report on Form 10-K (“Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2018. The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The December 31, 2017 condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: • its ability to raise additional funds to finance its operations; • the outcome of the Company’s meeting with the FDA that it plans to request regarding the Vitaros NDA resubmission and its ability to overcome deficiencies raised in the 2018 CRL, if the Company believes it’s commercially reasonable to do so; • its ability to maintain compliance with the listing requirements of The Nasdaq Capital Market (“Nasdaq”); • the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; • the extent and amount of any indemnification claims made by Ferring under the Ferring Asset Purchase Agreement; • litigation expenses; • the emergence and effect of competing or complementary products; • its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; • its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; • the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; • the trading price of its common stock; and • its ability to increase the number of authorized shares outstanding to facilitate future financing events. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company’s most significant estimates relate to the valuation of stock based compensation, the valuation of its warrant liabilities, the impairment of long-lived assets and valuation allowances for the Company’s deferred tax assets. The Company’s actual results may differ from these estimates under different assumptions or conditions. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of accounts payable, accrued expenses, and historically, its Credit Facility with the Lenders. The carrying amounts of financial instruments such as accounts receivable, accounts payable and accrued expenses approximate their related fair values due to the short-term nature of these instruments. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The Company estimates useful lives as follows: • Machinery and equipment: three to five years • Furniture and fixtures: ten years • Computer software: five years Amortization of leasehold improvements and capital lease equipment is provided on a straight-line basis over the shorter of their estimated useful lives or the lease term. The costs of additions and betterments are capitalized, and repairs and maintenance costs are charged to operations in the periods incurred (see note 5 for further details). | |
Leases | Leases Leases are reviewed and classified as capital or operating at their inception. Historically, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. The difference between rent payments and straight-line rent expense was recorded as deferred rent in accrued liabilities. In January 2018, the Company subleased a portion of its office space. During the first quarter of 2018, the Company will record a liability for the present value of the remaining lease due, offset by the sublease income reasonably expected over the remaining term of the lease. | |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities, when applicable, are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of its 2015 and 2016 Warrants, which amended the terms so that in no circumstances may the 2015 and 2016 Warrants be net-cash settled. As a result, the Company’s 2015 and 2016 Warrants were reclassified from liabilities to equity during the first quarter of 2018 and will no longer be measured at fair value on a recurring basis. | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered impaired, the amount of the impairment loss recognized is measured as the amount by which the carrying value of the asset exceeds the fair value of the asset, fair value being determined based upon future cash flows or appraised values, depending on the nature of the asset. | |
Debt Issuance Costs | Debt Issuance Costs Historically, amounts paid related to debt financing activities were presented in the balance sheet as a direct deduction from the debt liability. | |
Warrant Liabilities | Warrant Liabilities The Company’s outstanding common stock warrants issued in connection with its February 2015 and January 2016 financings are classified as liabilities in the accompanying consolidated balance sheets as they contain provisions that are considered outside of the Company’s control, such as requiring the Company to maintain active registration of the shares underlying such warrants. The warrants were recorded at fair value using the Black-Scholes option pricing model. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense) in the accompanying consolidated statements of operations. The warrants issued in connection with the September 2016 financing were reclassified from warrant liabilities to stockholders’ equity as a result of an amendment to such warrants executed as part of the April 2017 Financing. The warrants issued in September 2016 were amended so that, under no circumstance or by any event outside of the Company’s control, can these awards be cash settled. As a result, such warrants are no longer accounted for as liabilities. | |
Research and Development | Research and Development Research and development costs are expensed as incurred and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. | |
Income (Loss) Per Common Share | Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net loss by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock, or warrants. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. | Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock units, or warrants. The Company excludes common stock equivalents from the calculation of diluted net income (loss) per share when the effect is anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. | Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The value of restricted stock unit grants is calculated based upon the closing stock price of the Company’s common stock on the date of the grant. |
Segment Information | Segment Information The Company operates under one segment which develops pharmaceutical products. | Segment Information The Company operates under one segment which develops pharmaceutical products. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 3), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 did not have a material effect on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not believe the adoption of this standard will have a material effect on its condensed consolidated financial statements and related disclosures. | Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in Topic 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company does not expect the adoption of the new standard will have a material effect on its consolidated financial statements and related disclosure. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 2), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 does not have a material effect on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Q3) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Financial Statement Presentation | Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2017 included in the Apricus Biosciences, Inc. and subsidiaries (the “Company”) Annual Report on Form 10-K (“Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2018. The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the accompanying condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal, recurring adjustments, necessary to fairly state the Company’s financial position, results of operations and cash flows. The December 31, 2017 condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the amounts reported in the financial statements and the accompanying notes. The Company’s actual results may differ from these estimates under different assumptions or conditions. | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. The Company’s future liquidity and capital funding requirements will depend on numerous factors, including: • its ability to raise additional funds to finance its operations; • the outcome of the Company’s meeting with the FDA that it plans to request regarding the Vitaros NDA resubmission and its ability to overcome deficiencies raised in the 2018 CRL, if the Company believes it’s commercially reasonable to do so; • its ability to maintain compliance with the listing requirements of The Nasdaq Capital Market (“Nasdaq”); • the outcome, costs and timing of clinical trial results for the Company’s current or future product candidates; • the extent and amount of any indemnification claims made by Ferring under the Ferring Asset Purchase Agreement; • litigation expenses; • the emergence and effect of competing or complementary products; • its ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any payments the Company may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights; • its ability to retain its current employees and the need and ability to hire additional management and scientific and medical personnel; • the terms and timing of any collaborative, licensing or other arrangements that it has or may establish; • the trading price of its common stock; and • its ability to increase the number of authorized shares outstanding to facilitate future financing events. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities, when applicable, are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In March 2018, the Company entered into the March 2018 Warrant Amendment with the holders of its 2015 and 2016 Warrants, which amended the terms so that in no circumstances may the 2015 and 2016 Warrants be net-cash settled. As a result, the Company’s 2015 and 2016 Warrants were reclassified from liabilities to equity during the first quarter of 2018 and will no longer be measured at fair value on a recurring basis. | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s common stock warrant liabilities are measured and disclosed at fair value on a recurring basis, and are classified within the Level 3 designation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. |
Income (Loss) Per Common Share | Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net loss by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock, or warrants. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. | Income (Loss) Per Common Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the same period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and common equivalent shares outstanding during the same period. Common equivalent shares may be related to stock options, restricted stock units, or warrants. The Company excludes common stock equivalents from the calculation of diluted net income (loss) per share when the effect is anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. | Stock-Based Compensation The estimated grant date fair value of stock options granted to employees and directors is calculated based upon the closing stock price of the Company’s common stock on the date of the grant and recognized as stock-based compensation expense over the expected service period, which is typically approximated by the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The value of restricted stock unit grants is calculated based upon the closing stock price of the Company’s common stock on the date of the grant. |
Segment Information | Segment Information The Company operates under one segment which develops pharmaceutical products. | Segment Information The Company operates under one segment which develops pharmaceutical products. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 3), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 did not have a material effect on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not believe the adoption of this standard will have a material effect on its condensed consolidated financial statements and related disclosures. | Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in Topic 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. The Company does not expect the adoption of the new standard will have a material effect on its consolidated financial statements and related disclosure. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers , the amendment of which addressed narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as providing a practical expedient for contract modifications. In April 2016 and March 2016, the FASB issued ASU No. 2016-10 and ASU No. 2016-08, respectively, the amendments of which further clarified aspects of Topic 606: identifying performance obligations and the licensing and implementation guidance and intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The FASB issued the initial release of Topic 606 in ASU No. 2014-09, which requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In July 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, for public entities, though early adoption was permitted. The Company adopted the standard on January 1, 2018 using a modified retrospective approach with the cumulative effect of adopting the standard recognized at the date of initial application. Due to the Company’s sale of certain assets and rights to Ferring in March 2017 (see note 2), the Company does not currently have a revenue stream. Accordingly, the adoption of this update on January 1, 2018 does not have a material effect on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-2, Leases |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Schedule of Fair Value Hierarchy for Warrant Liabilities | The following table presents the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis (in thousands) as of December 31, 2017 and December 31, 2016 : Warrant liabilities Quoted Market Prices for Identical Assets Significant Other Significant Total Balance as of December 31, 2017 $ — $ — $ 694 $ 694 Balance as of December 31, 2016 — $ — $ 846 $ 846 | |
Summary of Fair Value Measurements Valuation Assumptions | The following assumptions were used in determining the fair value of the common stock warrant liabilities valued using the Black-Scholes option pricing model as of December 31, 2017 and December 31, 2016 : December 31, December 31, Risk-free interest rate 2.2%-2.2% 1.64%-1.99% Volatility 89%-89.41% 77.25%-81.03% Dividend yield — % — % Expected term 5.04-5.17 4.75-6.17 Weighted average fair value $ 0.80 $ 0.49 | |
Schedule of Fair Value Level 3 Reconciliation | The following table is a reconciliation for all liabilities measured at fair value using Level 3 unobservable inputs (in thousands) during the current period: Warrant liabilities Balance as of December 31, 2017 $ 694 Change in fair value measurement of warrant liability (222 ) Warrant liability reclassified to stockholders' equity (472 ) Balance as of September 30, 2018 $ — | The following table is a reconciliation for the common stock warrant liabilities measured at fair value using Level 3 unobservable inputs (in thousands): Warrant liabilities Balance as of December 31, 2016 $ 846 Change in fair value measurement of warrant liability 646 Warrant liability reclassified to stockholders' equity (798 ) Balance as of December 31, 2017 $ 694 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities that could potentially dilute net income (loss) per share in the future are not included in the determination of diluted income (loss) per share as their effect is anti-dilutive (in thousands): As of September 30, 2018 2017 Outstanding stock options 1,031 391 Outstanding warrants 13,095 7,270 Restricted stock units 419 721 | The following securities that could potentially decrease net income (loss) per share in the future are not included in the determination of diluted income (loss) per share as their effect is anti-dilutive (in thousands): Year Ended December 31, 2017 2016 Outstanding stock options 368 415 Outstanding warrants 7,084 2,318 Restricted stock units 718 115 8,170 2,848 |
Summary of Revenues by Geographic Area | Revenues by geographic area for the Company’s operations are as follows (in thousands): Year Ended December 31, 2017 2016 Europe (1)(2) $ 364 $ 5,093 Canada (1) 142 570 Asia Pacific (1)(2) — 100 Other (1)(2) 5 — $ 511 $ 5,763 (1) As a result of the Ferring Asset Purchase Agreement, all revenues have been reflected as discontinued operations in the statement of operations for all periods presented. (2) Amounts included have not been broken out by country as it is impractical to do so given the nature and structure of the license agreements which cover multiple countries and/or territories. The basis for attributing product sales and royalty revenues from external customers to individual countries was based on the geographic location of the end user customer. |
Ferring Asset Purchase Agreem_3
Ferring Asset Purchase Agreement and Discontinued Operations (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Gain on Sale of Purchased Assets | The total gain on sale of the Purchased Assets to Ferring consisted of the following (in thousands): Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 | The Ferring Asset Purchase Agreement was treated as a sale of a business and the total proceeds from the sale were allocated to the Purchased Assets. The total gain on sale of the Purchased Assets to Ferring consisted of the following: Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 |
Schedule of Carrying Amounts of Assets and Liabilities and Operating Results of Discontinued Operations | The operating results related to discontinued operations during the three and nine months ended September 30, 2018 and 2017 are as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Product sales $ — $ — $ — $ 143 Royalty revenue — — — 368 Cost of goods sold — — (24 ) (74 ) Operating expenses — (73 ) — (821 ) Other expense — — — (16 ) Gain on sale — 250 — 12,317 Income (loss) from discontinued operations $ — $ 177 $ (24 ) $ 11,917 | The Company had no assets and liabilities presented as discontinued operations as of December 31, 2017 . The carrying amounts of the assets and liabilities of the Company’s discontinued operations as of December 31, 2016 are as follows (in thousands): December 31, Accounts receivable $ 530 Inventories 764 Prepaid expenses and other current assets 76 Current assets of discontinued operations 1,370 Property and equipment, net 842 Total assets of discontinued operations $ 2,212 Accounts payable 197 Accrued expenses 1,737 Total liabilities of discontinued operations $ 1,934 The operating results of the Company’s discontinued operations are as follows (in thousands): Year Ended 2017 2016 Product sales $ 143 $ 675 Royalty revenue 368 1,088 License fee revenue — 4,000 Cost of goods sold (74 ) (511 ) Cost of Sandoz rights (10 ) (3,380 ) Operating expenses (658 ) (1,606 ) Other expense (16 ) (40 ) Gain on sale 12,317 — Income from discontinued operations $ 12,070 $ 226 |
Other Financial Information (_2
Other Financial Information (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Property and Equipment | Property and equipment are comprised of the following (in thousands): December 31, 2017 2016 Leasehold improvements $ 20 $ 20 Machinery and equipment 270 279 Capital lease equipment 76 76 Computer software 130 130 Furniture and fixtures 25 25 Total property and equipment 521 530 Less: accumulated depreciation and amortization (442 ) (366 ) Property and equipment, net $ 79 $ 164 | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following (in thousands): September 30, December 31, Professional fees $ 672 $ 575 Outside research and development services 2 61 Other 92 14 $ 766 $ 650 | Accrued expenses are comprised of the following (in thousands): December 31, 2017 2016 Professional fees $ 575 $ 880 Outside research and development services 61 142 Deferred compensation — 134 Other 14 177 Accrued expenses, net $ 650 $ 1,333 |
Schedule of Other Long Term Liabilities | Other long term liabilities are comprised of the following (in thousands): December 31, 2017 2016 Deferred rent 46 76 Security deposit 12 — Other long term liabilities, net $ 58 $ 76 |
Debt (FY) (Tables)
Debt (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company’s notes payable balance as of December 31, 2017 was zero as the balance had been paid in full. As of December 31, 2016 the notes payable balance consisted of the following (in thousands): December 31, Notes payable, principal $ 6,392 Add: accretion of final payment fee 378 Less: unamortized debt discount (120 ) Total notes payable 6,650 |
Stockholders' Equity (FY) (Tabl
Stockholders' Equity (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Summary of Warrant Activity | A summary of warrant activity during the nine months ended September 30, 2018 is as follows (in thousands): Common Shares Weighted Outstanding as of December 31, 2017 7,084 $ 3.91 Issued 10,262 $ 0.41 Exercised (1,041 ) $ 1.48 Cancelled (3,210 ) 3.99 Outstanding as of September 30, 2018 13,095 $ 0.69 Exercisable as of September 30, 2018 6,738 $ 1.01 The following table shows the number of outstanding warrants by exercise price and date of expiration as of September 30, 2018 (in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 379 $ 0.60 March 2020 252 $ 1.75 April 2022 2,448 $ 1.55 May 2022 340 $ 0.42 January 2023 89 $ 0.71 January 2023 332 $ 0.42 March 2023 109 $ 0.71 March 2023 355 $ 0.63 March 2023 2,400 $ 0.50 May 2023 230 $ 0.338 March 2024 3,450 $ 0.30 March 2024 2,677 $ 0.40 March 2024 19 $ 12.90 October 2024 15 $ 16.40 July 2025 13,095 | A summary of warrant activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Common Shares Weighted Outstanding at December 31, 2016 2,318 $ 15.19 Issued 5,199 $ 1.60 Exercised (186 ) $ 1.55 Cancelled (247 ) 52.50 Outstanding as of December 31, 2017 7,084 $ 3.91 Exercisable as of December 31, 2017 7,084 $ 3.91 The following table shows the number of outstanding warrants by exercise price and date of expiration as of December 31, 2017 (share amounts in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 300 $ 34.00 May 2018 1,068 $ 1.67 March 2020 107 $ 2.16 March 2020 252 $ 1.75 April 2022 4,452 $ 1.55 May 2022 429 $ 8.80 January 2023 442 $ 8.80 March 2023 19 $ 12.90 October 2024 15 $ 16.40 July 2025 7,084 |
Equity Compensation Plans (FY)
Equity Compensation Plans (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Summary of Stock Option Activity | A summary of the Company’s stock option activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Outstanding as of December 31, 2017 369 $ 17.37 Granted 695 $ 2.11 Cancelled (33 ) $ 2.40 Outstanding as of September 30, 2018 1,031 $ 7.56 | A summary of stock option activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Number of Weighted Weighted Total Outstanding as of December 31, 2016 415 $ 17.23 7.6 $ — Cancelled (46 ) 16.08 — — Outstanding as of December 31, 2017 369 $ 17.37 6.7 $ — Vested and expected to vest as of December 31, 2017 356 $ 17.61 6.7 $ — Exercisable as of December 31, 2017 293 $ 18.91 6.4 $ — |
Schedule of Restricted Stock Units Activity | A summary of restricted stock unit activity during the year ended December 31, 2017 is as follows: Number of Weighted Average Grant Date Fair Value Nonvested as of December 31, 2016 $ 115 $ 5.11 Granted 873 $ 1.13 Vested (214 ) $ 1.70 Forfeited (56 ) $ 1.45 Nonvested as of December 31, 2017 $ 718 $ 1.57 | |
Schedule of Valuation Assumptions for Stock Options | The table below presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the nine months ended September 30, 2018 . No stock options were granted during the first nine months of 2017. September 30, 2018 Risk-free interest rate 2.27%-2.29% Volatility 98.09%-105.01% Dividend yield — % Expected term 5-6.08 years Forfeiture rate — % Weighted average grant date fair value $ 1.66 | The following table presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the year ended December 31, 2016 . No stock options were granted during the year ended December 31, 2017 . 2016 Risk-free interest rate 1.36%-1.78% Volatility 72.35%-80.02% Dividend yield — % Expected term 5.25-6.08 years Forfeiture rate 11.33 % Weighted average fair value $ 7.23 |
Schedule of Stock-Based Compensation Expense | The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development $ 201 $ 57 $ 279 $ 193 General and administrative 228 275 706 710 Total $ 429 $ 332 $ 985 $ 903 | The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 Research and development $ 227 $ 534 General and administrative 911 1,213 $ 1,138 $ 1,747 |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following (in thousands): December 31, 2017 2016 Net operating tax loss and capital loss carryforwards $ 23,463 $ 68,672 Capitalized research and development costs 4,620 5,270 Research and development tax credits 1,923 1,659 Deferred compensation — 46 Other accruals and reserves 721 1,214 Basis of intangible assets 3,658 3,870 Total deferred tax asset 34,385 80,731 Less valuation allowance (34,385 ) (80,731 ) Net deferred tax asset $ — $ — |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2017 and 2016 , are as follows (in thousands): Year Ended December 31, 2017 2016 Beginning balance $ 3,047 $ 2,882 Change in current period positions 34 68 Change in prior period positions (2,368 ) 97 Ending balance $ 713 $ 3,047 |
Reconciliation of Income Taxes | The reconciliation of income taxes computed using the statutory United States income tax rate and the provision (benefit) for income taxes for the years ended December 31, 2017 and 2016 , are as follows: Year Ended December 31, 2017 2016 Federal statutory tax rate (34 )% (34 )% Change in rate 165 % — % Valuation allowance (360 )% 81 % Deferred tax true-ups 227 % (5 )% Revaluation of warrants 2 % (34 )% Permanent differences 1 % (4 )% Tax credits (1 )% (4 )% Income tax expense — % — % |
Commitments and Contingencies_2
Commitments and Contingencies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments Under Operating Leases | Future minimum rental payments under operating leases as of December 31, 2017 are as follows (in thousands): 2018 $ 364 2019 374 2020 32 Total $ 770 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Schedule of Fair Value Hierarchy for Warrant Liabilities | The following table is a reconciliation for all liabilities measured at fair value using Level 3 unobservable inputs (in thousands) during the current period: Warrant liabilities Balance as of December 31, 2017 $ 694 Change in fair value measurement of warrant liability (222 ) Warrant liability reclassified to stockholders' equity (472 ) Balance as of September 30, 2018 $ — | The following table is a reconciliation for the common stock warrant liabilities measured at fair value using Level 3 unobservable inputs (in thousands): Warrant liabilities Balance as of December 31, 2016 $ 846 Change in fair value measurement of warrant liability 646 Warrant liability reclassified to stockholders' equity (798 ) Balance as of December 31, 2017 $ 694 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities that could potentially dilute net income (loss) per share in the future are not included in the determination of diluted income (loss) per share as their effect is anti-dilutive (in thousands): As of September 30, 2018 2017 Outstanding stock options 1,031 391 Outstanding warrants 13,095 7,270 Restricted stock units 419 721 | The following securities that could potentially decrease net income (loss) per share in the future are not included in the determination of diluted income (loss) per share as their effect is anti-dilutive (in thousands): Year Ended December 31, 2017 2016 Outstanding stock options 368 415 Outstanding warrants 7,084 2,318 Restricted stock units 718 115 8,170 2,848 |
Schedule of Assumptions Used to Estimate the Fair Value of Stock Option Grants | The table below presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the nine months ended September 30, 2018 . No stock options were granted during the first nine months of 2017. September 30, 2018 Risk-free interest rate 2.27%-2.29% Volatility 98.09%-105.01% Dividend yield — % Expected term 5-6.08 years Forfeiture rate — % Weighted average grant date fair value $ 1.66 | The following table presents the weighted average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option-pricing model, as well as the resulting weighted average fair values at their issuance dates during the year ended December 31, 2016 . No stock options were granted during the year ended December 31, 2017 . 2016 Risk-free interest rate 1.36%-1.78% Volatility 72.35%-80.02% Dividend yield — % Expected term 5.25-6.08 years Forfeiture rate 11.33 % Weighted average fair value $ 7.23 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Outstanding as of December 31, 2017 369 $ 17.37 Granted 695 $ 2.11 Cancelled (33 ) $ 2.40 Outstanding as of September 30, 2018 1,031 $ 7.56 | A summary of stock option activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Number of Weighted Weighted Total Outstanding as of December 31, 2016 415 $ 17.23 7.6 $ — Cancelled (46 ) 16.08 — — Outstanding as of December 31, 2017 369 $ 17.37 6.7 $ — Vested and expected to vest as of December 31, 2017 356 $ 17.61 6.7 $ — Exercisable as of December 31, 2017 293 $ 18.91 6.4 $ — |
Schedule of Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit activity under its stock option plans during the nine months ended September 30, 2018 is as follows (share amounts in thousands): Number of Weighted Average Grant Date Fair Value Unvested as of December 31, 2017 718 $ 1.57 Vested (288 ) $ 1.82 Forfeited (11 ) $ 1.32 Unvested as of September 30, 2018 419 $ 1.40 | |
Schedule of Stock-Based Compensation Expense from Share-Based Awards | The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development $ 201 $ 57 $ 279 $ 193 General and administrative 228 275 706 710 Total $ 429 $ 332 $ 985 $ 903 | The following table summarizes the total stock-based compensation expense resulting from share-based awards recorded in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 Research and development $ 227 $ 534 General and administrative 911 1,213 $ 1,138 $ 1,747 |
Ferring Asset Purchase Agreem_4
Ferring Asset Purchase Agreement and Discontinued Operations (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Gain on Sale of Purchased Assets | The total gain on sale of the Purchased Assets to Ferring consisted of the following (in thousands): Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 | The Ferring Asset Purchase Agreement was treated as a sale of a business and the total proceeds from the sale were allocated to the Purchased Assets. The total gain on sale of the Purchased Assets to Ferring consisted of the following: Upfront payment received $ 11,500 Transition services payments 500 Payment received for inventory 709 Total proceeds from sale $ 12,709 Carrying value of assets sold in sale (1,578 ) Liabilities transferred upon sale 1,186 Total gain on sale of Purchased Assets $ 12,317 |
Schedule of Operating Results of Discontinued Operations | The operating results related to discontinued operations during the three and nine months ended September 30, 2018 and 2017 are as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Product sales $ — $ — $ — $ 143 Royalty revenue — — — 368 Cost of goods sold — — (24 ) (74 ) Operating expenses — (73 ) — (821 ) Other expense — — — (16 ) Gain on sale — 250 — 12,317 Income (loss) from discontinued operations $ — $ 177 $ (24 ) $ 11,917 | The Company had no assets and liabilities presented as discontinued operations as of December 31, 2017 . The carrying amounts of the assets and liabilities of the Company’s discontinued operations as of December 31, 2016 are as follows (in thousands): December 31, Accounts receivable $ 530 Inventories 764 Prepaid expenses and other current assets 76 Current assets of discontinued operations 1,370 Property and equipment, net 842 Total assets of discontinued operations $ 2,212 Accounts payable 197 Accrued expenses 1,737 Total liabilities of discontinued operations $ 1,934 The operating results of the Company’s discontinued operations are as follows (in thousands): Year Ended 2017 2016 Product sales $ 143 $ 675 Royalty revenue 368 1,088 License fee revenue — 4,000 Cost of goods sold (74 ) (511 ) Cost of Sandoz rights (10 ) (3,380 ) Operating expenses (658 ) (1,606 ) Other expense (16 ) (40 ) Gain on sale 12,317 — Income from discontinued operations $ 12,070 $ 226 |
Other Financial Information (_3
Other Financial Information (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses are comprised of the following (in thousands): September 30, December 31, Professional fees $ 672 $ 575 Outside research and development services 2 61 Other 92 14 $ 766 $ 650 | Accrued expenses are comprised of the following (in thousands): December 31, 2017 2016 Professional fees $ 575 $ 880 Outside research and development services 61 142 Deferred compensation — 134 Other 14 177 Accrued expenses, net $ 650 $ 1,333 |
Stockholders' Equity (Q3) (Tabl
Stockholders' Equity (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Summary of Warrant Activity | A summary of warrant activity during the nine months ended September 30, 2018 is as follows (in thousands): Common Shares Weighted Outstanding as of December 31, 2017 7,084 $ 3.91 Issued 10,262 $ 0.41 Exercised (1,041 ) $ 1.48 Cancelled (3,210 ) 3.99 Outstanding as of September 30, 2018 13,095 $ 0.69 Exercisable as of September 30, 2018 6,738 $ 1.01 The following table shows the number of outstanding warrants by exercise price and date of expiration as of September 30, 2018 (in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 379 $ 0.60 March 2020 252 $ 1.75 April 2022 2,448 $ 1.55 May 2022 340 $ 0.42 January 2023 89 $ 0.71 January 2023 332 $ 0.42 March 2023 109 $ 0.71 March 2023 355 $ 0.63 March 2023 2,400 $ 0.50 May 2023 230 $ 0.338 March 2024 3,450 $ 0.30 March 2024 2,677 $ 0.40 March 2024 19 $ 12.90 October 2024 15 $ 16.40 July 2025 13,095 | A summary of warrant activity during the year ended December 31, 2017 is as follows (share amounts in thousands): Common Shares Weighted Outstanding at December 31, 2016 2,318 $ 15.19 Issued 5,199 $ 1.60 Exercised (186 ) $ 1.55 Cancelled (247 ) 52.50 Outstanding as of December 31, 2017 7,084 $ 3.91 Exercisable as of December 31, 2017 7,084 $ 3.91 The following table shows the number of outstanding warrants by exercise price and date of expiration as of December 31, 2017 (share amounts in thousands): Shares Issuable Upon Exercise Exercise Price Expiration Date 300 $ 34.00 May 2018 1,068 $ 1.67 March 2020 107 $ 2.16 March 2020 252 $ 1.75 April 2022 4,452 $ 1.55 May 2022 429 $ 8.80 January 2023 442 $ 8.80 March 2023 19 $ 12.90 October 2024 15 $ 16.40 July 2025 7,084 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Organization (FY) (Details) - product | 1 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Number of product candidates | 2 | |
Forecast | ||
Basis of Presentation | ||
Maximum expected number of days from request to end-of-review meeting | 30 days |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Liquidity (FY) (Details) $ / shares in Units, $ in Thousands | Sep. 10, 2017USD ($)$ / sharesshares | Apr. 26, 2017USD ($)$ / sharesshares | Mar. 08, 2017USD ($) | Oct. 21, 2016 | Apr. 30, 2017USD ($) | Jan. 31, 2016$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Apr. 30, 2018$ / shares | Apr. 20, 2017$ / shares | Dec. 31, 2015USD ($) | Feb. 28, 2015$ / shares | Oct. 17, 2014$ / sharesshares | Aug. 25, 2014USD ($) |
Basis of Presentation | |||||||||||||||||||||
Net income | $ (2,838) | $ (3,832) | $ (7,386) | $ 2,767 | $ 321 | $ (7,433) | |||||||||||||||
Accumulated deficit | (323,373) | (323,373) | (315,987) | (316,308) | |||||||||||||||||
Cash | $ 5,283 | $ 8,463 | $ 8,463 | $ 5,283 | $ 8,463 | $ 6,331 | $ 2,087 | $ 3,887 | |||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | |||||||||||||||||||
Number of securities called by warrants (shares) | shares | 13,095,000 | 13,095,000 | 7,084,000 | ||||||||||||||||||
Maximum potential proceeds from divestiture | $ 12,700 | ||||||||||||||||||||
Proceeds from sale of rights to Vitaros product line | 11,500 | ||||||||||||||||||||
Payment received for inventory | $ 709 | ||||||||||||||||||||
Transition services payments | $ 500 | ||||||||||||||||||||
Shelf registration statement, available amount | $ 95,200 | $ 95,200 | $ 100,000 | $ 100,000 | |||||||||||||||||
Public float, primary public offerings of securities, threshold (less than) | $ 75,000 | $ 75,000 | $ 75,000 | ||||||||||||||||||
Public float, primary public offerings of securities, percent of public float eligible to be raised if under threshold | 33.33% | 33.33% | 33.33% | ||||||||||||||||||
Reverse stock split, conversion ratio | 0.1 | ||||||||||||||||||||
Loan And Security Agreement | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Repayment of term loans | $ 6,600 | ||||||||||||||||||||
September 2017 Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of securities called by warrants (shares) | shares | 1,068,000 | ||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.67 | ||||||||||||||||||||
September 2017 Placement Agent Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of securities called by warrants (shares) | shares | 379,000 | 379,000 | 107,000 | ||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 0.60 | $ 0.60 | $ 2.16 | ||||||||||||||||||
Common Stock | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 8.80 | $ 18.20 | |||||||||||||||||||
Number of securities called by each warrant (in shares) | shares | 2 | ||||||||||||||||||||
September 2017 Financing | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 3,100 | ||||||||||||||||||||
September 2017 Financing | September 2017 Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of securities called by warrants (shares) | shares | 1,068,307 | ||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.67 | $ 0.60 | |||||||||||||||||||
Warrants, period from issuance in which warrants are exercisable | 2 years 6 months | ||||||||||||||||||||
Warrant expiration period (in years) | 2 years 6 months | ||||||||||||||||||||
September 2017 Financing | September 2017 Placement Agent Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 2.16 | $ 0.60 | |||||||||||||||||||
Warrants, period from issuance in which warrants are exercisable | 2 years 6 months | ||||||||||||||||||||
Warrant expiration period (in years) | 2 years 6 months | ||||||||||||||||||||
September 2017 Financing | HC Wainwright | September 2017 Placement Agent Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of securities called by warrants (shares) | shares | 106,831 | ||||||||||||||||||||
April 2017 Financing | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.55 | ||||||||||||||||||||
Sale of stock, price per share (USD per share) | $ / shares | $ 1.40 | ||||||||||||||||||||
Warrant expiration period (in years) | 5 years | ||||||||||||||||||||
April 2017 Financing | Underwriter Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.75 | ||||||||||||||||||||
Warrant expiration period (in years) | 5 years | ||||||||||||||||||||
April 2017 Warrant Amendment | Private Placement and Placement Agent Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.55 | ||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Issuance of common stock (shares) | shares | 252,842 | ||||||||||||||||||||
Common Stock | Loan And Security Agreement | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of securities called by warrants (shares) | shares | 19,380 | ||||||||||||||||||||
Warrant exercise price (USD per share) | $ / shares | $ 12.90 | ||||||||||||||||||||
Common Stock | September 2017 Financing | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Issuance of common stock (shares) | shares | 2,136,614 | ||||||||||||||||||||
Shares issued, price per share (USD per share) | $ / shares | $ 1.73 | ||||||||||||||||||||
Common Stock | April 2017 Financing | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Net proceeds from financing transaction | $ 5,900 | ||||||||||||||||||||
Number of securities called by each warrant (in shares) | shares | 0.75 | ||||||||||||||||||||
Common Stock | April 2017 Financing | HC Wainwright | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of units sold in transaction (in shares) | shares | 5,030,000 | ||||||||||||||||||||
Common Stock | April 2017 Financing | HC Wainwright | Underwriter Warrants | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
Number of securities called by warrants (shares) | shares | 251,500 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Property and Equipment (FY) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Computer Software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Assets and Liabilities Measured on a Recurring Basis, Fair Value (FY) (Details) - Fair Value, Measurements, Recurring - Warrants - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on a recurring basis | $ 694 | $ 846 |
Quoted Market Prices for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on a recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value on a recurring basis | $ 694 | $ 846 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Fair Value Valuation (FY) (Details) - Significant Unobservable Inputs (Level 3) - Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Weighted average fair value (USD per share) | $ 0.80 | $ 0.49 |
Minimum | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Risk-free interest rate | 2.20% | 1.64% |
Volatility | 89.00% | 77.25% |
Expected term (in years) | 5 years 15 days | 4 years 9 months |
Maximum | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Risk-free interest rate | 2.20% | 1.99% |
Volatility | 89.41% | 81.03% |
Expected term (in years) | 5 years 2 months 1 day | 6 years 2 months 1 day |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Change in Level 3 Fair Value (FY) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 694 | |
Change in fair value measurement of warrant liability | (222) | |
Warrant liability reclassified to stockholders' equity | (472) | |
Ending balance | 0 | $ 694 |
Significant Unobservable Inputs (Level 3) | Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 694 | 846 |
Change in fair value measurement of warrant liability | 646 | |
Warrant liability reclassified to stockholders' equity | (798) | |
Ending balance | $ 694 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Antidilutive Securities (FY) (Details) - shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of securities that are antidilutive | 8,170 | 2,848 | ||
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of securities that are antidilutive | 1,031 | 391 | 368 | 415 |
Outstanding warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of securities that are antidilutive | 13,095 | 7,270 | 7,084 | 2,318 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of securities that are antidilutive | 419 | 721 | 718 | 115 |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Segment Information (FY) (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Number segments (segment) | 1 | 1 |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Geographical Information (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 511 | $ 5,763 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 364 | 5,093 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 142 | 570 |
Long-lived assets | 700 | |
Asia Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 0 | 100 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 5 | $ 0 |
Ferring Asset Purchase Agreem_5
Ferring Asset Purchase Agreement and Discontinued Operations - Narrative (FY) (Details) $ in Thousands | Mar. 08, 2017USD ($)payment | Apr. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Maximum potential proceeds from divestiture | $ 12,700 | |||||||||
Proceeds from sale of rights to Vitaros product line | $ 11,500 | |||||||||
Payment from sale of product-related inventory | $ 709 | |||||||||
Number of quarterly payments eligible for transition services | payment | 2 | |||||||||
Payment amount to be received for transition services | $ 500 | |||||||||
Liabilities assumed by purchaser after closing date | $ 1,100 | |||||||||
Aggregate liability under indemnification claims | $ 2,000 | |||||||||
Loan And Security Agreement | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Repayments of debt | $ 6,600 | |||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Product Business outside the U.S. | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Royalty revenue | $ 0 | $ 0 | $ 0 | $ 368 | $ 368 | $ 1,088 |
Ferring Asset Purchase Agreem_6
Ferring Asset Purchase Agreement and Discontinued Operations - Gain on Sale of Purchased Assets to Ferring (FY) (Details) - USD ($) $ in Thousands | Mar. 08, 2017 | Apr. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Upfront payment received | $ 11,500 | |||
Payment amount to be received for transition services | $ 500 | |||
Payment from sale of product-related inventory | $ 709 | |||
Total proceeds from sale | $ 12,709 | |||
Carrying value of assets sold in sale | (1,578) | |||
Liabilities transferred upon sale | $ 1,186 | |||
Total gain on sale of Purchased Assets | $ 12,317 |
Ferring Asset Purchase Agreem_7
Ferring Asset Purchase Agreement and Discontinued Operations - Carrying Amounts of Assets and Liabilities of Discontinued Operations (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current assets of discontinued operations | $ 0 | $ 1,370 | |
Accrued expenses | $ 20 | ||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Product Business outside the U.S. | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accounts receivable | 530 | ||
Inventories | 764 | ||
Prepaid expenses and other current assets | 76 | ||
Current assets of discontinued operations | 1,370 | ||
Property and equipment, net | 842 | ||
Total assets of discontinued operations | 2,212 | ||
Accounts payable | 197 | ||
Accrued expenses | 1,737 | ||
Total liabilities of discontinued operations | $ 1,934 |
Ferring Asset Purchase Agreem_8
Ferring Asset Purchase Agreement and Discontinued Operations - Operating Results of Discontinued Operations (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on sale | $ 12,317 | |||||
Income (loss) from discontinued operations | $ 0 | $ 177 | $ (24) | $ 11,917 | 12,070 | $ 226 |
Product Business outside the U.S. | Discontinued Operations, Held-for-sale or Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Product sales | 0 | 0 | 0 | 143 | 143 | 675 |
Royalty revenue | 0 | 0 | 0 | 368 | 368 | 1,088 |
License fee revenue | 0 | 4,000 | ||||
Cost of goods sold | 0 | 0 | (24) | (74) | (74) | (511) |
Cost of Sandoz rights | (10) | (3,380) | ||||
Operating expenses | 0 | (73) | 0 | (821) | (658) | (1,606) |
Other expense | 0 | 0 | 0 | (16) | (16) | (40) |
Gain on sale | 0 | 250 | 0 | 12,317 | 12,317 | 0 |
Income (loss) from discontinued operations | $ 0 | $ 177 | $ (24) | $ 11,917 | $ 12,070 | $ 226 |
Allergan In-Licensing Agreeme_3
Allergan In-Licensing Agreement (FY) (Details) - USD ($) $ in Millions | 1 Months Ended | ||||
Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2015 | Sep. 30, 2018 | Dec. 31, 2017 | |
Forecast | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Maximum expected number of days from request to end-of-review meeting | 30 days | ||||
Allergan | Vitaros | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
License cost payments | $ 1 | ||||
Payments to Allergan, research and development | $ 1.5 | $ 1 | |||
License fees, potential future milestone payments receivable | $ 25 | $ 25 |
Forendo In-Licensing Agreemen_2
Forendo In-Licensing Agreement (FY) (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | ||
Jan. 31, 2016 | Apr. 30, 2015 | Oct. 31, 2014 | Mar. 01, 2018 | |
Common Stock | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Issuance of common stock (shares) | 252,842 | |||
Forendo License Agreement | Subsequent Event | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Proceeds from termination of licensing agreement | $ 0.2 | |||
Expected future proceeds from termination of licensing agreement | $ 0.6 | |||
Forendo License Agreement | Option to Purchase a Drug Product | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payment of license fees | $ 2.5 | $ 5 | ||
Maximum product license agreement, regulatory milestone payment | 42.5 | |||
Maximum product license agreement, commercial milestone payment | $ 260 | |||
Forendo License Agreement | Option to Purchase a Drug Product | Minimum | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Royalty rate based on sales of product in the U.S. (percent) | 10.00% | |||
Forendo License Agreement | Option to Purchase a Drug Product | Maximum | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Royalty rate based on sales of product in the U.S. (percent) | 20.00% | |||
Forendo License Agreement | Option to Purchase a Drug Product | Common Stock | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Issuance of common stock (shares) | 3,600,000 | |||
Issuance of common stock, value | $ 5.9 |
Other Financial Information - P
Other Financial Information - Property and Equipment (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Property and Equipment | |||
Leasehold improvements | $ 20 | $ 20 | |
Machinery and equipment | 270 | 279 | |
Capital lease equipment | 76 | 76 | |
Computer software | 130 | 130 | |
Furniture and fixtures | 25 | 25 | |
Total property and equipment | 521 | 530 | |
Less: accumulated depreciation and amortization | (442) | (366) | |
Property and equipment, net | 79 | 164 | $ 46 |
Depreciation | $ 100 | $ 100 |
Other Financial Information - A
Other Financial Information - Accrued Expenses (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | |||
Professional fees | $ 672 | $ 575 | $ 880 |
Outside research and development services | 2 | 61 | 142 |
Deferred compensation | 0 | 134 | |
Other | 92 | 14 | 177 |
Accrued expenses, net | $ 766 | $ 650 | $ 1,333 |
Other Financial Information - O
Other Financial Information - Other Long-term Liabilities (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred rent | $ 46 | $ 76 | |
Security deposit | 12 | 0 | |
Other long term liabilities, net | $ 26 | $ 58 | $ 76 |
Debt - Narrative (FY) (Details)
Debt - Narrative (FY) (Details) - USD ($) | Mar. 08, 2017 | Jul. 23, 2015 | Oct. 17, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||||||
Shares issuable upon exercise of warrants (in shares) | 7,084,000 | 13,095,000 | ||||
Interest expense | $ 100,000 | $ 1,000,000 | ||||
Warrants Expiring July 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Shares issuable upon exercise of warrants (in shares) | 15,244 | 15,000 | 15,000 | |||
Warrant exercise price (USD per share) | $ 16.40 | $ 16.40 | $ 16.40 | |||
Warrant expiration period (in years) | 10 years | |||||
Fair value of warrants recorded as a discount to the principal balance | $ 100,000 | |||||
Loan And Security Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||
Debt instrument, prepayment fee, percentage | 2.00% | 3.00% | ||||
Debt instrument final payment fee, percentage | 6.00% | |||||
Credit facility prepayment fee | $ 100,000 | |||||
Credit facility final payment fee | 600,000 | |||||
Credit facility per diem interest payment | 50,000 | |||||
Repayment of term loans | $ 6,600,000 | |||||
Loan And Security Agreement | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Shares issuable upon exercise of warrants (in shares) | 19,380 | |||||
Warrant exercise price (USD per share) | $ 12.90 | |||||
Loan And Security Agreement | Term Loan 1 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from credit facility | $ 5,000,000 | |||||
Interest rate | 7.95% | |||||
Fair value of warrants recorded as a discount to the principal balance | $ 120,000 | |||||
Loan And Security Agreement | Term Loan 2 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from credit facility | $ 5,000,000 | |||||
Interest rate | 8.01% |
Debt - Notes Payable (FY) (Deta
Debt - Notes Payable (FY) (Details) - Loan And Security Agreement - Term Loan 1 - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Notes payable, principal | $ 6,392,000 | |
Add: accretion of final payment fee | 378,000 | |
Less: unamortized debt discount | (120,000) | |
Total notes payable | $ 0 | $ 6,650,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (FY) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, outstanding (shares) | 0 | 0 | 0 |
Series A Junior Participating Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (shares) | 1,000,000 | ||
Series B 8% Cumulative Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (shares) | 800 | ||
Preferred stock dividend rate | 8.00% | ||
Series C 6% Cumulative Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (shares) | 600 | ||
Preferred stock dividend rate | 6.00% |
Stockholders' Equity - Septembe
Stockholders' Equity - September 2017 Financing (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 10, 2017 | Mar. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2018 |
Class of Stock [Line Items] | ||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | ||||||||
Shares issuable upon exercise (shares) | 13,095,000 | 7,084,000 | ||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 7,800 | $ 2,200 | ||||||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | ||||||
September 2017 Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issuable upon exercise (shares) | 1,068,000 | |||||||||
Warrant exercise price (USD per share) | $ 1.67 | |||||||||
September 2017 Placement Agent Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issuable upon exercise (shares) | 379,000 | 107,000 | ||||||||
Warrant exercise price (USD per share) | $ 0.60 | $ 2.16 | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (shares) | 252,842 | |||||||||
September 2017 Financing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 3,100 | |||||||||
September 2017 Financing | September 2017 Financing Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected term (in years) | 2 years 6 months | |||||||||
Volatility rate (as a percent) | 110.40% | |||||||||
Dividend yield (as a percent) | 0.00% | |||||||||
Risk-free interest rate (as a percent) | 1.38% | |||||||||
September 2017 Financing | September 2017 Financing Warrants | Warrants Not Settleable in Cash | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 900 | |||||||||
September 2017 Financing | September 2017 Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issuable upon exercise (shares) | 1,068,307 | |||||||||
Date from which warrants are exercisable | Sep. 13, 2017 | |||||||||
Warrant exercise price (USD per share) | $ 1.67 | $ 0.60 | ||||||||
Warrant expiration period (in years) | 2 years 6 months | |||||||||
September 2017 Financing | September 2017 Placement Agent Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant exercise price (USD per share) | $ 2.16 | $ 0.60 | ||||||||
Warrant expiration period (in years) | 2 years 6 months | |||||||||
September 2017 Financing | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (shares) | 2,136,614 | |||||||||
Shares issued, price per share (USD per share) | $ 1.73 | |||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 2,800 | |||||||||
Transaction costs | $ 600 | |||||||||
HC Wainwright | September 2017 Financing | September 2017 Placement Agent Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issuable upon exercise (shares) | 106,831 |
Stockholders' Equity - April 20
Stockholders' Equity - April 2017 Financing and Warrant Amendment (FY) (Details) $ / shares in Units, $ in Thousands | Apr. 26, 2017USD ($)warrant$ / sharesshares | Mar. 31, 2016 | Jan. 31, 2016$ / sharesshares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Apr. 20, 2017USD ($) | Feb. 28, 2015$ / shares |
Class of Stock [Line Items] | |||||||||
Shares issuable upon exercise (shares) | shares | 13,095,000 | 7,084,000 | |||||||
Value of warrants recorded as equity | $ | $ 800 | ||||||||
Transaction costs | $ | $ 637 | $ 1,235 | $ 1,392 | $ 641 | |||||
Warrants Not Settleable in Cash | |||||||||
Class of Stock [Line Items] | |||||||||
Value of warrants recorded as equity | $ | $ 2,900 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of securities called by each warrant (in shares) | shares | 2 | ||||||||
Warrant exercise price (USD per share) | $ / shares | $ 8.80 | $ 18.20 | |||||||
Expected term (in years) | 5 years 23 days | 7 years | |||||||
Volatility rate (as a percent) | 88.30% | 99.40% | 101.90% | ||||||
Dividend yield (as a percent) | 0.00% | 0.00% | |||||||
Risk-free interest rate (as a percent) | 1.80% | 1.40% | 1.60% | ||||||
Underwriter Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Expected term (in years) | 5 years | ||||||||
Volatility rate (as a percent) | 88.70% | ||||||||
Dividend yield (as a percent) | 0.00% | ||||||||
Risk-free interest rate (as a percent) | 1.80% | ||||||||
April 2017 Financing | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants attached to each stock unit (in warrants) | warrant | 1 | ||||||||
Sale of stock, price per share (USD per share) | $ / shares | $ 1.40 | ||||||||
Warrant expiration period (in years) | 5 years | ||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.55 | ||||||||
April 2017 Financing | Underwriter Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant expiration period (in years) | 5 years | ||||||||
Warrant exercise price (USD per share) | $ / shares | $ 1.75 | ||||||||
April 2017 Financing | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from financing transaction | $ | $ 5,900 | ||||||||
Number of securities called by each warrant (in shares) | shares | 0.75 | ||||||||
Transaction costs | $ | $ 1,100 | ||||||||
April 2017 Financing | Common Stock | HC Wainwright | |||||||||
Class of Stock [Line Items] | |||||||||
Number of units sold in transaction (in shares) | shares | 5,030,000 | ||||||||
April 2017 Financing | Common Stock | HC Wainwright | Underwriter Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issuable upon exercise (shares) | shares | 251,500 |
Stockholders' Equity - Septem_2
Stockholders' Equity - September 2016 Financing (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 24, 2018 | Sep. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 20, 2017 |
Class of Stock [Line Items] | |||||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 7,800 | $ 2,200 | |||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | |||||||||||||
Shares issuable upon exercise (shares) | 13,095,000 | 13,095,000 | 7,084,000 | ||||||||||||
Other financing costs | $ 400 | $ 400 | |||||||||||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | |||||||||||
Value of warrants recorded as equity | $ 800 | ||||||||||||||
Change in fair value of warrant liability | $ 100 | $ 0 | $ 222 | $ 296 | $ (222) | $ 588 | $ 646 | $ (7,479) | |||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (shares) | 252,842 | ||||||||||||||
September 2016 Financing | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 3,700 | ||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 3,200 | ||||||||||||||
September 2016 Financing | Private Placement Warrants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of securities called by each warrant (in shares) | 0.75 | 0.75 | |||||||||||||
Warrant expiration period (in years) | 5 years 6 months | ||||||||||||||
Warrant exercise price (USD per share) | $ 4.5 | $ 4.5 | |||||||||||||
Warrants, period from issuance in which warrants are exercisable | 6 months | ||||||||||||||
September 2016 Financing | Placement Agent Warrants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant expiration period (in years) | 5 years | ||||||||||||||
Warrant exercise price (USD per share) | $ 4.3125 | 4.3125 | |||||||||||||
Proceeds from issuance of private placement awards | $ 1,600 | ||||||||||||||
Payment of transaction costs | 500 | ||||||||||||||
Non-cash transactions costs | 100 | ||||||||||||||
Other financing costs | $ 300 | ||||||||||||||
September 2016 Financing | Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (shares) | 1,082,402 | ||||||||||||||
Shares issued, price per share (USD per share) | $ 3.45 | $ 3.45 | |||||||||||||
Transaction costs | $ 400 | ||||||||||||||
September 2016 Financing | Common Stock | Placement Agent Warrants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issuable upon exercise (shares) | 54,123 | 54,123 | |||||||||||||
April 2017 Warrant Amendment | Private Placement and Placement Agent Warrants | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant exercise price (USD per share) | $ 1.55 | ||||||||||||||
Change in fair value of warrant liability | $ 200 |
Stockholders' Equity - July 201
Stockholders' Equity - July 2016 Aspire Common Stock Purchase Agreement (FY) (Details) | Jul. 05, 2016USD ($)shares | Jul. 31, 2016USD ($)closing_price$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2018USD ($)shares | Aug. 25, 2014USD ($) |
Class of Stock [Line Items] | |||||||||
Transaction costs | $ 637,000 | $ 1,235,000 | $ 1,392,000 | $ 641,000 | |||||
Shelf registration statement, available amount | $ 95,200,000 | $ 100,000,000 | $ 100,000,000 | $ 95,200,000 | $ 100,000,000 | ||||
Aspire Capital | |||||||||
Class of Stock [Line Items] | |||||||||
Common share purchase agreement, shares authorized | $ 7,000,000 | ||||||||
Common stock purchase agreement, term | 24 months | ||||||||
Shares issued (shares) | shares | 151,899 | ||||||||
Shares issued, value | $ 600,000 | ||||||||
Issuance of common stock (shares) | shares | 253,165 | 500,000 | 500,000 | ||||||
Issuance of common stock, value | $ 1,000,000 | $ 1,200,000 | $ 1,200,000 | ||||||
Transaction costs | $ 100,000 | ||||||||
Common stock purchase agreement, number of closing prices averaged to determine sale price (in closing prices) | closing_price | 3 | ||||||||
Share price, floor price required to use committed equity financing (less than) (USD per share) | $ / shares | $ 1 | ||||||||
Common stock purchase agreement, VWAP purchase, share price threshold (higher than) (USD per share) | $ / shares | $ 3 | ||||||||
Common stock purchase agreement, VWAP purchase, percentage of shares traded | 30.00% | ||||||||
Common stock purchase agreement, VWAP purchase, percentage of weighted average price | 97.00% | ||||||||
Common stock purchase agreement, maximum amount of shares to be sold (shares) | shares | 1,200,000 | ||||||||
Common stock purchase agreement, maximum amount of shares to be sold, percentage of outstanding shares | 19.99% | ||||||||
Aspire Capital | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock purchase agreement, daily purchase limit (shares) | shares | 10,000 | ||||||||
Aspire Capital | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock purchase agreement, daily purchase limit (shares) | shares | 200,000 | ||||||||
Aspire Capital | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued, weighted average cost per share (USD per share) | $ / shares | $ 3.82 |
Stockholders' Equity - January
Stockholders' Equity - January 2016 Financing (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2017 | Mar. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Feb. 28, 2015 |
Class of Stock [Line Items] | |||||||||
Aggregate offering price | $ 10,000 | ||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 7,800 | 2,200 | |||||||
Payment of financing costs | $ 400 | $ 400 | |||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | |||||||
Warrant liabilities | $ 694 | $ 846 | $ 0 | ||||||
Outstanding warrants | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Fair value of warrants issued during the period | $ 4,800 | ||||||||
Dividend yield (as a percent) | 0.00% | 0.00% | |||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Maximum number of warrants to be purchased (shares) | 568,184 | ||||||||
Warrant exercise price (USD per share) | $ 8.80 | $ 18.20 | |||||||
Number of securities called by each warrant (in shares) | 2 | ||||||||
Warrants issued (shares) | 126,421 | ||||||||
Payment of financing costs | $ 200 | ||||||||
Expected term (in years) | 5 years 23 days | 7 years | |||||||
Volatility rate (as a percent) | 88.30% | 99.40% | 101.90% | ||||||
Dividend yield (as a percent) | 0.00% | 0.00% | |||||||
Risk-free interest rate (as a percent) | 1.80% | 1.40% | 1.60% | ||||||
Common Stock | Outstanding warrants | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant liability fair value adjustment | $ 700 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, maximum number of shares to be purchased (shares) | 1,136,364 | ||||||||
Issuance of common stock (shares) | 252,842 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrant Activity (FY) (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Common Shares Issuable upon Exercise | ||
Outstanding, beginning balance (in shares) | 7,084 | 2,318 |
Issued (shares) | 10,262 | 5,199 |
Exercised (shares) | (1,041) | (186) |
Cancelled (shares) | (3,210) | (247) |
Outstanding, ending balance (in shares) | 13,095 | 7,084 |
Exercisable at balance sheet date (shares) | 6,738 | 7,084 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in usd per share) | $ 3.91 | $ 15.19 |
Issued (USD per Share) | 0.41 | 1.60 |
Exercised (USD per share) | 1.48 | 1.55 |
Cancelled (USD per share) | 3.99 | 52.50 |
Outstanding, ending balance (in usd per share) | 0.69 | 3.91 |
Exercisable at balance sheet date (USD per Share) | $ 1.01 | $ 3.91 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Outstanding by Expiration Date (FY) (Details) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 23, 2015 |
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 13,095,000 | 7,084,000 | |
May 2,018 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 300,000 | ||
Warrant exercise price (USD per share) | $ 34 | ||
March 2,020 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 1,068,000 | ||
Warrant exercise price (USD per share) | $ 1.67 | ||
March 2,020 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 379,000 | 107,000 | |
Warrant exercise price (USD per share) | $ 0.60 | $ 2.16 | |
April 2,022 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 252,000 | 252,000 | |
Warrant exercise price (USD per share) | $ 1.75 | $ 1.75 | |
May 2,022 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 2,448,000 | 4,452,000 | |
Warrant exercise price (USD per share) | $ 1.55 | $ 1.55 | |
January 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 340,000 | 429,000 | |
Warrant exercise price (USD per share) | $ 0.42 | $ 8.80 | |
March 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 332,000 | 442,000 | |
Warrant exercise price (USD per share) | $ 0.42 | $ 8.80 | |
October 2,024 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 19,000 | 19,000 | |
Warrant exercise price (USD per share) | $ 12.90 | $ 12.90 | |
Warrants Expiring July 2025 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise of warrants (in shares) | 15,000 | 15,000 | 15,244 |
Warrant exercise price (USD per share) | $ 16.40 | $ 16.40 | $ 16.40 |
Equity Compensation Plans - Nar
Equity Compensation Plans - Narrative (FY) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock options exercisable (shares) | 293,296 | 228,392 | |
Stock options exercised (shares) | 0 | 0 | |
Fair vale of options vested in period | $ 0.8 | $ 1.3 | |
Stock options granted (shares) | 0 | ||
Dividend yield | 0.00% | 0.00% | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized compensation cost related to equity awards | $ 0.6 | ||
Period of recognition for unrecognized compensation costs (in years) | 1 year 8 months 19 days | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Fair value of awards vested in period | $ 0.4 | $ 0.1 | |
Unrecognized compensation cost related to equity awards | $ 0.2 | ||
Period of recognition for unrecognized compensation costs (in years) | 1 year | ||
Performance Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized compensation cost related to equity awards | $ 0.6 | ||
2012 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Common shares authorized for issuance (shares) | 1,400,000 | ||
Common shares available for future grants (shares) | 225,975 | ||
2012 Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Options vesting period | 1 year | ||
2012 Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Options vesting period | 4 years | ||
Term of options | 10 years |
Equity Compensation Plans - Sum
Equity Compensation Plans - Summary of Stock Option Activity (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Outstanding, beginning balance (in shares) | 369,000 | 414,865 | |
Cancelled (shares) | (33,000) | (46,398) | |
Outstanding, ending balance (in shares) | 1,031,000 | 369,000 | 414,865 |
Vested and expected to vest, end of period (shares) | 355,559 | ||
Exercisable, end of period (shares) | 293,296 | 228,392 | |
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in usd per share) | $ 17.37 | $ 17.23 | |
Cancelled (USD per share) | 2.40 | 16.08 | |
Outstanding, ending balance (in usd per share) | $ 7.56 | 17.37 | $ 17.23 |
Vested and expected to vest stock, end of period (USD per share) | 17.61 | ||
Exercisable, end of period (USD per share) | $ 18.91 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding (in years) | 6 years 8 months 6 days | 7 years 6 months 20 days | |
Weighted Average Remaining Contractual Life (in years) of vested and expected to vest stock options | 6 years 8 months 6 days | ||
Weighted Average Remaining Contractual Life (in years) of exercisable stock options | 6 years 4 months 12 days | ||
Total Aggregate Intrinsic Value | |||
Total aggregate intrinsic value shares outstanding | $ 0 | $ 0 | |
Total aggregate intrinsic value of vested or expected to vest stock options | 0 | ||
Total aggregate intrinsic value of exercisable stock options | $ 0 |
Equity Compensation Plans - S_2
Equity Compensation Plans - Summary of Restricted Stock Units Activity (FY) (Details) - Restricted stock units - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Unvested, beginning balance (in shares) | 115,115 | 718,000 | 115,115 |
Granted (shares) | 500,000 | 872,500 | |
Vested (shares) | (288,000) | (214,073) | |
Forfeited (shares) | (11,000) | (55,500) | |
Unvested, ending balance (in shares) | 419,000 | 718,000 | |
Weighted Average Grant Date Fair Value | |||
Unvested, beginning balance (in usd per share) | $ 5.11 | $ 1.57 | $ 5.11 |
Granted (USD per share) | 1.13 | ||
Vested (USD per share) | 1.82 | 1.70 | |
Forfeited (USD per share) | 1.32 | 1.45 | |
Unvested, ending balance (in usd per share) | $ 1.40 | $ 1.57 |
Equity Compensation Plans - Ass
Equity Compensation Plans - Assumptions of Black-Scholes Option Pricing Model Used In Estimating Fair Value Of Stock Option Grant (FY) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2016 | |
Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Risk-free interest rate, minimum | 2.27% | 1.36% |
Risk-free interest rate, maximum | 2.29% | 1.78% |
Volatility, minimum | 72.35% | |
Volatility, maximum | 80.02% | |
Dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 11.33% |
Weighted average fair value | $ 1.66 | $ 7.23 |
Minimum | ||
Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected term (in years) | 5 years | 5 years 3 months |
Maximum | ||
Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Equity Compensation Plans - Sto
Equity Compensation Plans - Stock-Based Compensation Expense (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock-based compensation expense | $ 429 | $ 332 | $ 985 | $ 903 | $ 1,138 | $ 1,747 |
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock-based compensation expense | 201 | 57 | 279 | 193 | 227 | 534 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock-based compensation expense | $ 228 | $ 275 | $ 706 | $ 710 | $ 911 | $ 1,213 |
Related Party Transactions - Na
Related Party Transactions - Narrative (FY) (Details) - IRRAS Sublease $ in Millions | 1 Months Ended |
Jan. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |
Future sublease payments receivable from related party | $ 0.3 |
Director | Subsequent Event | |
Related Party Transaction [Line Items] | |
Sublease, term of contract | 2 years |
Future sublease payments receivable from related party | $ 0.3 |
Income Taxes - Narrative (FY) (
Income Taxes - Narrative (FY) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Federal operating loss carryforwards and tax credit carryforwards | $ 25.4 | $ 70.3 |
Provisional decrease related to effect of Tax Act rate decrease on deferred assets and liabilities | 19.5 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss and capital loss carryforwards | 108.5 | |
State of California | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss and capital loss carryforwards | 9.8 | |
Research and Development Tax Credit Carryforward | Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 1.8 | |
Research and Development Tax Credit Carryforward | State of California | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | $ 1 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating tax loss and capital loss carryforwards | $ 23,463 | $ 68,672 |
Capitalized research and development costs | 4,620 | 5,270 |
Research and development tax credits | 1,923 | 1,659 |
Deferred compensation | 0 | 46 |
Other accruals and reserves | 721 | 1,214 |
Basis of intangible assets | 3,658 | 3,870 |
Total deferred tax asset | 34,385 | 80,731 |
Less valuation allowance | (34,385) | (80,731) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Recognition of U
Income Taxes - Recognition of Unrecognized Tax Benefits (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized Tax Benefits [Roll Forward] | ||
Beginning balance | $ 3,047 | $ 2,882 |
Change in current period positions | 34 | 68 |
Change in prior period positions | (2,368) | |
Change in prior period positions | 97 | |
Ending balance | $ 713 | $ 3,047 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (FY) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (34.00%) | (34.00%) |
Change in rate | 165.00% | 0.00% |
Valuation allowance | (360.00%) | 81.00% |
Deferred tax true-ups | 227.00% | (5.00%) |
Revaluation of warrants | 2.00% | (34.00%) |
Permanent differences | 1.00% | (4.00%) |
Tax credits | (1.00%) | (4.00%) |
Income tax expense | 0.00% | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (FY) (Details) - USD ($) $ in Thousands | Jul. 25, 2017 | Jan. 31, 2018 | Dec. 31, 2015 | Dec. 31, 2011 | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments And Contingencies [Line Items] | ||||||
Rent expense | $ 300 | $ 500 | ||||
Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Period for severance payments in severance compensation agreement for termination or change of control | 18 months | |||||
Period for continued health benefits in severance compensation agreement for termination or change of contro | 18 months | |||||
Majorelle Case | Pending Litigation | Minimum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss contingency, damages sought | $ 1,000 | |||||
IRRAS Sublease | ||||||
Commitments And Contingencies [Line Items] | ||||||
Future sublease payments receivable from related party | $ 300 | |||||
IRRAS Sublease | Director | Subsequent Event | ||||||
Commitments And Contingencies [Line Items] | ||||||
Future sublease payments receivable from related party | $ 300 | |||||
Sublease, term of contract | 2 years | |||||
San Diego California | ||||||
Commitments And Contingencies [Line Items] | ||||||
Operating lease, agreement period (in years) | 5 years | |||||
Operating lease, renewal option (in years) | 3 years | |||||
Operating lease, monthly rent | $ 24 | |||||
Operating lease, rent expense percentage of annual escalation | 3.00% | |||||
Operating lease, rent abatement period | 6 months | |||||
Operating lease, rent abatement recovery period | 60 months |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Rental Payments Under Operating Leases (FY) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future Minimum Rental Payments | |
2,018 | $ 364 |
2,019 | 374 |
2,020 | 32 |
Total | $ 770 |
Subsequent Event - Narrative (F
Subsequent Event - Narrative (FY) (Details) | Feb. 15, 2018 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Maximum expected number of days from request to end-of-review meeting | 30 days |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Seelos Merger Agreement (Q3) (Details) | 1 Months Ended |
Apr. 30, 2018Clinicaltrial | |
Accounting Policies [Abstract] | |
Number of Phase 3 clinical efficacy trials required | 2 |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Liquidity (Q3) (Details) $ / shares in Units, $ in Thousands | Sep. 20, 2018USD ($)$ / sharesshares | Apr. 02, 2018USD ($)warrant$ / sharesshares | Sep. 10, 2017USD ($)$ / sharesshares | Apr. 26, 2017USD ($)warrant$ / sharesshares | Mar. 08, 2017USD ($) | Apr. 30, 2017USD ($) | Jan. 31, 2016shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Sep. 24, 2018shares | Jun. 22, 2018$ / shares | May 17, 2018shares | Apr. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Feb. 28, 2018$ / shares | Apr. 20, 2017$ / shares | Dec. 31, 2015USD ($) | Oct. 17, 2014$ / sharesshares | Aug. 25, 2014USD ($) |
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Accumulated deficit | $ | $ 323,373 | $ 323,373 | $ 315,987 | $ 316,308 | ||||||||||||||||||||||
Working capital | $ | 4,100 | 4,100 | ||||||||||||||||||||||||
Net income (loss) | $ | (2,838) | $ (3,832) | (7,386) | $ 2,767 | 321 | (7,433) | ||||||||||||||||||||
Net cash used in operating activities | $ | (6,475) | (8,073) | (10,571) | (13,780) | ||||||||||||||||||||||
Cash | $ | 5,283 | 5,283 | 6,331 | |||||||||||||||||||||||
Cash and cash equivalents | $ | $ 5,283 | $ 8,463 | $ 8,463 | $ 5,283 | $ 8,463 | $ 6,331 | $ 2,087 | $ 3,887 | ||||||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ | $ 9,600 | $ 9,600 | ||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 13,095,000 | 13,095,000 | 7,084,000 | |||||||||||||||||||||||
Warrants canceled (shares) | 2,677,160 | |||||||||||||||||||||||||
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 | 30,000,000 | 30,000,000 | 60,000,000 | |||||||||||||||||||||
Maximum potential proceeds from divestiture | $ | $ 12,700 | |||||||||||||||||||||||||
Proceeds from sale of rights to Vitaros product line | $ | 11,500 | |||||||||||||||||||||||||
Payment from sale of product-related inventory | $ | $ 709 | |||||||||||||||||||||||||
Payment amount to be received for transition services | $ | $ 500 | |||||||||||||||||||||||||
Shelf registration statement, available amount | $ | $ 95,200 | $ 95,200 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Entity public float, primary public offerings of securities, threshold (less than) | $ | $ 75,000 | $ 75,000 | $ 75,000 | |||||||||||||||||||||||
Percent of public float eligible to to be raised if under threshold (as a percent) | 33.33% | 33.33% | 33.33% | |||||||||||||||||||||||
Loan and Security Agreement | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Repayments of debt | $ | $ 6,600 | |||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 252,842 | |||||||||||||||||||||||||
Common Stock | Loan and Security Agreement | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 19,380 | |||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 12.90 | |||||||||||||||||||||||||
2015 and 2016 Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.42 | $ 0.71 | $ 8.80 | |||||||||||||||||||||||
September 2017 Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 1,068,000 | |||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 1.67 | |||||||||||||||||||||||||
September 2017 Placement Agent Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 379,000 | 379,000 | 107,000 | |||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.60 | $ 0.60 | $ 2.16 | |||||||||||||||||||||||
September 2018 Financing | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ | $ 1,100 | |||||||||||||||||||||||||
September 2018 Financing | Common Stock | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 4,600,000 | |||||||||||||||||||||||||
Shares issued, price per share (in usd per share) | $ / shares | $ 0.27 | |||||||||||||||||||||||||
September 2018 Financing | September 2018 Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
September 2018 Financing | September 2018 Warrants, Tranche 1 | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 3,450,000 | |||||||||||||||||||||||||
Warrant vesting period | 6 months | |||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.30 | |||||||||||||||||||||||||
September 2018 Financing | September 2018 Warrants, Tranche 2 | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 2,677,160 | |||||||||||||||||||||||||
Warrant vesting period | 6 months | |||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.40 | |||||||||||||||||||||||||
September 2018 Financing | September 2018 Placement Agent Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Warrant vesting period | 6 months | |||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.3375 | |||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
September 2018 Financing | September 2018 Placement Agent Warrants | H.C. Wainwright | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 230,000 | |||||||||||||||||||||||||
April 2018 Financing | Common Stock | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Net proceeds from financing transaction | $ | $ 2,900 | |||||||||||||||||||||||||
Number of units sold in transaction (in shares) | 7,100,000 | |||||||||||||||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 0.50 | |||||||||||||||||||||||||
April 2018 Financing | April 2018 Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.50 | |||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
Number of warrants attached to each stock unit (in warrants) | warrant | 1 | |||||||||||||||||||||||||
Number of securities called by each warrant (in shares) | 0.5 | |||||||||||||||||||||||||
April 2018 Financing | April 2018 Placement Agent Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 0.625 | |||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
April 2018 Financing | April 2018 Placement Agent Warrants | H.C. Wainwright | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 355,000 | |||||||||||||||||||||||||
September 2017 Financing | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ | $ 3,100 | |||||||||||||||||||||||||
September 2017 Financing | Common Stock | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,136,614 | |||||||||||||||||||||||||
Shares issued, price per share (in usd per share) | $ / shares | $ 1.73 | |||||||||||||||||||||||||
September 2017 Financing | September 2017 Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 1,068,307 | |||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 1.67 | $ 0.60 | ||||||||||||||||||||||||
Warrant expiration period | 2 years 6 months | |||||||||||||||||||||||||
September 2017 Financing | September 2017 Placement Agent Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 2.16 | $ 0.60 | ||||||||||||||||||||||||
Warrant expiration period | 2 years 6 months | |||||||||||||||||||||||||
September 2017 Financing | September 2017 Placement Agent Warrants | H.C. Wainwright | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 106,831 | |||||||||||||||||||||||||
April 2017 Financing | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 1.55 | |||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 1.40 | |||||||||||||||||||||||||
Number of warrants attached to each stock unit (in warrants) | warrant | 1 | |||||||||||||||||||||||||
April 2017 Financing | Common Stock | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Net proceeds from financing transaction | $ | $ 5,900 | |||||||||||||||||||||||||
Number of securities called by each warrant (in shares) | 0.75 | |||||||||||||||||||||||||
April 2017 Financing | H.C. Wainwright | Common Stock | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Number of units sold in transaction (in shares) | 5,030,000 | |||||||||||||||||||||||||
April 2017 Financing | April 2017 Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 1.55 | |||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
April 2017 Financing | 2017 Underwriter Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 1.75 | |||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||
April 2017 Financing | 2017 Underwriter Warrants | H.C. Wainwright | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 251,500 | |||||||||||||||||||||||||
April 2017 Warrant Amendment | Private Placement and Placement Agent Warrants | ||||||||||||||||||||||||||
Basis Of Presentation [Line Items] | ||||||||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 1.55 |
Organization and Summary of _18
Organization and Summary of Significant Accounting Policies - Change in Level 3 Fair Value (Q3) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 694 | |
Change in fair value measurement of warrant liability | (222) | |
Warrant liability reclassified to stockholders' equity | (472) | |
Ending balance | 0 | $ 694 |
Level 3 Unobservable Inputs | Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 694 | 846 |
Change in fair value measurement of warrant liability | 646 | |
Warrant liability reclassified to stockholders' equity | (798) | |
Ending balance | $ 694 |
Organization and Summary of _19
Organization and Summary of Significant Accounting Policies - Anti-Dilutive Securities (Q3) (Details) - shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive securities (in shares) | 8,170 | 2,848 | ||
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive securities (in shares) | 1,031 | 391 | 368 | 415 |
Outstanding warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive securities (in shares) | 13,095 | 7,270 | 7,084 | 2,318 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive securities (in shares) | 419 | 721 | 718 | 115 |
Organization and Summary of _20
Organization and Summary of Significant Accounting Policies - Assumptions Used to Estimate the Fair Value of Stock Option Grants (Q3) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2016 | |
Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Risk-free interest rate, minimum | 2.27% | 1.36% |
Risk-free interest rate, maximum | 2.29% | 1.78% |
Dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 11.33% |
Weighted average grant date fair value (in usd per share) | $ 1.66 | $ 7.23 |
Minimum | ||
Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Volatility | 98.09% | |
Expected term | 5 years | 5 years 3 months |
Maximum | ||
Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Volatility | 105.01% | |
Expected term | 6 years 29 days | 6 years 29 days |
Organization and Summary of _21
Organization and Summary of Significant Accounting Policies - Summary of Stock Option Activity (Q3) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Number of Shares | ||||
Outstanding, beginning balance (in shares) | 369,000 | 369,000 | 414,865 | 414,865 |
Granted (in shares) | 700,000 | 695,000 | 0 | |
Cancelled (in shares) | 33,000 | 46,398 | ||
Outstanding, ending balance (in shares) | 1,031,000 | 369,000 | ||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in usd per share) | $ 17.37 | $ 17.37 | $ 17.23 | $ 17.23 |
Granted (in usd per share) | 2.11 | |||
Cancelled (in usd per share) | 2.40 | 16.08 | ||
Outstanding, ending balance (in usd per share) | $ 7.56 | $ 17.37 | ||
Stock Option | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Stock Option | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year |
Organization and Summary of _22
Organization and Summary of Significant Accounting Policies - Summary of Restricted Stock Unit Activity (Q3) (Details) - Restricted stock units - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Unvested, beginning balance (in shares) | 718,000 | 115,115 |
Vested (in shares) | (288,000) | (214,073) |
Forfeited (in shares) | (11,000) | (55,500) |
Unvested, ending balance (in shares) | 419,000 | 718,000 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance (in usd per share) | $ 1.57 | $ 5.11 |
Vested (in usd per share) | 1.82 | 1.70 |
Forfeited (in usd per share) | 1.32 | 1.45 |
Unvested, ending balance (in usd per share) | $ 1.40 | $ 1.57 |
Organization and Summary of _23
Organization and Summary of Significant Accounting Policies - Restricted Stock Units Granted (Q3) (Details) - Restricted stock units - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (in shares) | 500,000 | 872,500 |
If Vitaros receives marketing approval in U.S. | Vitaros | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, vesting (as a percent) | 50.00% | |
November 2018 | Vitaros | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, vesting (as a percent) | 50.00% |
Organization and Summary of _24
Organization and Summary of Significant Accounting Policies - Summary of Stock-Based Compensation Expense from Share-Based Awards (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 429 | $ 332 | $ 985 | $ 903 | $ 1,138 | $ 1,747 |
Additional charge to stock compensation related to accelerated vesting of equity awards | 200 | |||||
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 201 | 57 | 279 | 193 | 227 | 534 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 228 | $ 275 | $ 706 | $ 710 | $ 911 | $ 1,213 |
Organization and Summary of _25
Organization and Summary of Significant Accounting Policies - Segment Information (Q3) (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | 1 |
Seelos Agreement and Plan of _2
Seelos Agreement and Plan of Merger - Narrative (Q3) (Details) | Jul. 30, 2018USD ($)Director | Oct. 16, 2018USD ($) |
Business Acquisition [Line Items] | ||
Expected ownership of surviving company (percent) | 15.00% | |
Merger agreement termination fee | $ 500,000 | |
CVR entitled to receipt of percentage of cash payments exceeding agreement threshold (percent) | 90.00% | |
CVR agreement threshold for sales or out-licensing of assets | $ 500,000 | |
CVR agreement term of cash payout | 10 years | |
Maximum | ||
Business Acquisition [Line Items] | ||
Merger agreement amount reimbursable to counterparty upon termination | $ 350,000 | |
Seelos | ||
Business Acquisition [Line Items] | ||
Expected ownership of surviving company (percent) | 85.00% | |
Number of board members | Director | 5 | |
Number of board member designated by Seelos | Director | 4 | |
Number of board member designated by the Company | Director | 1 | |
CVR agreement right to receive initial proceeds from sales or out-licensing of assets | $ 500,000 | |
CVR agreement right to contingent payment in excess of agreement threshold (percent) | 10.00% | |
Period of time for commercially reasonable efforts to sell or out-license assets | 10 years | |
Subsequent Event | Seelos | ||
Business Acquisition [Line Items] | ||
Company's pre-money valuation | $ 13,000,000 |
Ferring Asset Purchase Agreem_9
Ferring Asset Purchase Agreement and Discontinued Operations - Narrative (Q3) (Details) $ in Thousands | Mar. 08, 2017USD ($)payment | Apr. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($) |
Asset Purchase Agreement and Discontinued Operations [Line Items] | |||||
Maximum potential proceeds from divestiture | $ 12,700 | ||||
Proceeds from sale of rights to Vitaros product line | $ 11,500 | ||||
Payment from sale of product-related inventory | $ 709 | ||||
Number of expected quarterly payments for transition services | payment | 2 | ||||
Payment amount to be received for transition services | $ 500 | ||||
Liabilities assumed by purchaser after closing date | $ 1,100 | ||||
Aggregate liability under indemnification claims | $ 2,000 | ||||
Accrued expenses related to discontinued operations | $ 20 | ||||
Loan And Security Agreement | |||||
Asset Purchase Agreement and Discontinued Operations [Line Items] | |||||
Repayments of debt | $ 6,600 |
Ferring Asset Purchase Agree_10
Ferring Asset Purchase Agreement and Discontinued Operations - Gain on Sale of Purchased Assets to Ferring (Q3) (Details) - USD ($) $ in Thousands | Mar. 08, 2017 | Apr. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Upfront payment received | $ 11,500 | |||
Transition services payments | $ 500 | |||
Payment received for inventory | $ 709 | |||
Total proceeds from sale | $ 12,709 | |||
Carrying value of assets sold in sale | (1,578) | |||
Carrying value of assets sold in sale | $ 1,186 | |||
Total gain on sale of Purchased Assets | $ 12,317 |
Ferring Asset Purchase Agree_11
Ferring Asset Purchase Agreement and Discontinued Operations - Operating Results of Discontinued Operations (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Purchase Agreement and Discontinued Operations [Line Items] | ||||||
Gain on sale | $ 12,317 | |||||
Income (loss) from discontinued operations | $ 0 | $ 177 | $ (24) | $ 11,917 | 12,070 | $ 226 |
Product Business outside the U.S. | Discontinued Operations | ||||||
Asset Purchase Agreement and Discontinued Operations [Line Items] | ||||||
Product sales | 0 | 0 | 0 | 143 | 143 | 675 |
Royalty revenue | 0 | 0 | 0 | 368 | 368 | 1,088 |
Cost of goods sold | 0 | 0 | (24) | (74) | (74) | (511) |
Operating expenses | 0 | (73) | 0 | (821) | (658) | (1,606) |
Other expense | 0 | 0 | 0 | (16) | (16) | (40) |
Gain on sale | 0 | 250 | 0 | 12,317 | 12,317 | 0 |
Income (loss) from discontinued operations | $ 0 | $ 177 | $ (24) | $ 11,917 | $ 12,070 | $ 226 |
Allergan In-Licensing Agreeme_4
Allergan In-Licensing Agreement - Narrative (Q3) (Details) $ in Millions | 1 Months Ended | ||||
Apr. 30, 2018Clinicaltrial | Sep. 30, 2017USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Number of Phase 3 clinical efficacy trials required | Clinicaltrial | 2 | ||||
Vitaros | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Number of Phase 3 clinical efficacy trials required | Clinicaltrial | 2 | ||||
Allergan | Vitaros | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Payments to Allergan, research and development | $ | $ 1.5 | $ 1 | |||
License fees, potential future milestone payments receivable | $ | $ 25 | $ 25 | |||
Allergan | Vitaros | Minimum | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Royalty rate, potential receivable on future product sales (percent) | 10.00% | ||||
Allergan | Vitaros | Maximum | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Royalty rate, potential receivable on future product sales (percent) | 20.00% |
Other Financial Information -_2
Other Financial Information - Accrued Expenses (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | |||
Professional fees | $ 672 | $ 575 | $ 880 |
Outside research and development services | 2 | 61 | 142 |
Other | 92 | 14 | 177 |
Accrued expenses, net | $ 766 | $ 650 | $ 1,333 |
Stockholders' Equity - Septem_3
Stockholders' Equity - September 2018 Financing (Q3) (Details) $ / shares in Units, $ in Thousands | Sep. 24, 2018USD ($)shares | Sep. 20, 2018USD ($)$ / sharesshares | Jan. 31, 2016shares | Sep. 30, 2018USD ($)shares | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Apr. 20, 2017USD ($) |
Class of Stock [Line Items] | |||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | |||||||||||
Shares issuable upon exercise of warrants (in shares) | shares | 13,095,000 | 13,095,000 | 7,084,000 | ||||||||||
Fair value of warrants recorded as equity | $ 800 | ||||||||||||
Change in fair value of warrant liability | $ 100 | $ 0 | $ 222 | $ 296 | $ (222) | $ 588 | $ 646 | $ (7,479) | |||||
Warrants canceled (shares) | shares | 2,677,160 | ||||||||||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | |||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock (in shares) | shares | 252,842 | ||||||||||||
September 2018 Financing | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 1,100 | ||||||||||||
September 2018 Financing | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock (in shares) | shares | 4,600,000 | ||||||||||||
Shares issued, price per share (in usd per share) | $ / shares | $ 0.27 | ||||||||||||
Transaction costs | $ 200 | ||||||||||||
September 2018 Financing Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of warrants recorded as equity | $ 900 | ||||||||||||
September 2018 Warrants | September 2018 Financing | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant expiration period | 5 years | ||||||||||||
September 2018 Warrants | September 2018 Financing | Option Pricing Model | Expected Term | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input, term | 5 years 6 months | ||||||||||||
September 2018 Warrants | September 2018 Financing | Option Pricing Model | Expected Volatility | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input | 1.073 | ||||||||||||
September 2018 Warrants | September 2018 Financing | Option Pricing Model | Expected Dividend Rate | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input | 0 | ||||||||||||
September 2018 Warrants | September 2018 Financing | Option Pricing Model | Risk-Free Interest Rate | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input | 0.0297 | ||||||||||||
September 2018 Warrants, Tranche 1 | September 2018 Financing | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issuable upon exercise of warrants (in shares) | shares | 3,450,000 | ||||||||||||
Warrant vesting period | 6 months | ||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.30 | ||||||||||||
September 2018 Warrants, Tranche 2 | September 2018 Financing | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issuable upon exercise of warrants (in shares) | shares | 2,677,160 | ||||||||||||
Warrant vesting period | 6 months | ||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.40 | ||||||||||||
September 2018 Placement Agent Warrants | September 2018 Financing | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant vesting period | 6 months | ||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.3375 | ||||||||||||
Warrant expiration period | 5 years | ||||||||||||
September 2018 Placement Agent Warrants | September 2018 Financing | Option Pricing Model | Expected Term | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input, term | 5 years 6 months | ||||||||||||
September 2018 Placement Agent Warrants | September 2018 Financing | Option Pricing Model | Expected Volatility | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input | 1.073 | ||||||||||||
September 2018 Placement Agent Warrants | September 2018 Financing | Option Pricing Model | Expected Dividend Rate | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input | 0 | ||||||||||||
September 2018 Placement Agent Warrants | September 2018 Financing | Option Pricing Model | Risk-Free Interest Rate | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants, measurement input | 0.0297 | ||||||||||||
Canceled Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Fair value of warrants recorded as equity | $ 600 | ||||||||||||
H.C. Wainwright | September 2018 Placement Agent Warrants | September 2018 Financing | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issuable upon exercise of warrants (in shares) | shares | 230,000 |
Stockholders' Equity - June and
Stockholders' Equity - June and March 2018 Warrant Amendments (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 24, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 22, 2018 | Feb. 28, 2018 | Apr. 20, 2017 |
Class of Stock [Line Items] | |||||||||||||
Amendment of equity classified warrants | $ 135 | $ 17 | $ 100 | $ 0 | $ 293 | $ 0 | $ 0 | $ 461 | |||||
Fair value of warrants recorded as equity | $ 800 | ||||||||||||
Change in fair value of warrant liability | $ 100 | $ 0 | $ 222 | $ 296 | $ (222) | $ 588 | $ 646 | $ (7,479) | |||||
2015 and 2016 Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant exercise price (in usd per share) | $ 0.71 | $ 0.71 | $ 0.42 | $ 8.80 | |||||||||
Fair value of warrants recorded as equity | $ 500 | $ 500 | |||||||||||
Change in fair value of warrant liability | $ 100 |
Stockholders' Equity - April _2
Stockholders' Equity - April 2018 Financing & Warrant Amendment (Q3) (Details) $ / shares in Units, $ in Thousands | Apr. 02, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Apr. 20, 2017USD ($) |
Class of Stock [Line Items] | ||||||
Shares issuable upon exercise of warrants (in shares) | shares | 13,095,000 | 7,084,000 | ||||
Fair value of warrants recorded as equity | $ 800 | |||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | ||
April 2018 Financing | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from financing transaction | $ 2,900 | |||||
Number of units sold in transaction (in shares) | shares | 7,100,000 | |||||
Transaction costs | $ 700 | |||||
April 2018 Financing Warrants | ||||||
Class of Stock [Line Items] | ||||||
Fair value of warrants recorded as equity | $ 1,200 | |||||
April 2018 Warrants | April 2018 Financing | ||||||
Class of Stock [Line Items] | ||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.50 | |||||
Warrant expiration period | 5 years | |||||
April 2018 Warrants | April 2018 Financing | Option Pricing Model | Expected Term | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input, term | 5 years 1 month 13 days | |||||
April 2018 Warrants | April 2018 Financing | Option Pricing Model | Expected Volatility | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 1.040 | |||||
April 2018 Warrants | April 2018 Financing | Option Pricing Model | Expected Dividend Rate | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0 | |||||
April 2018 Warrants | April 2018 Financing | Option Pricing Model | Risk-Free Interest Rate | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0.0255 | |||||
April 2018 Placement Agent Warrants | April 2018 Financing | ||||||
Class of Stock [Line Items] | ||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.625 | |||||
Warrant expiration period | 5 years | |||||
April 2018 Placement Agent Warrants | April 2018 Financing | Option Pricing Model | Expected Term | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input, term | 5 years | |||||
April 2018 Placement Agent Warrants | April 2018 Financing | Option Pricing Model | Expected Volatility | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 1.05 | |||||
April 2018 Placement Agent Warrants | April 2018 Financing | Option Pricing Model | Expected Dividend Rate | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0 | |||||
April 2018 Placement Agent Warrants | April 2018 Financing | Option Pricing Model | Risk-Free Interest Rate | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0.0255 | |||||
H.C. Wainwright | April 2018 Placement Agent Warrants | April 2018 Financing | ||||||
Class of Stock [Line Items] | ||||||
Shares issuable upon exercise of warrants (in shares) | shares | 355,000 |
Stockholders' Equity - Septem_4
Stockholders' Equity - September 2017 Financing (Q3) (Details) $ / shares in Units, $ in Thousands | Sep. 10, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($) | Jan. 31, 2016USD ($)shares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Apr. 30, 2018$ / shares |
Class of Stock [Line Items] | ||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | ||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 7,800 | $ 2,200 | ||||||||||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | ||||||||||
Amendment of equity classified warrants | $ 135 | $ 17 | $ 100 | $ 0 | $ 293 | $ 0 | $ 0 | $ 461 | ||||||
Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock (in shares) | shares | 252,842 | |||||||||||||
September 2017 Financing | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 3,100 | |||||||||||||
September 2017 Financing | Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock (in shares) | shares | 2,136,614 | |||||||||||||
Shares issued, price per share (in usd per share) | $ / shares | $ 1.73 | |||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 2,800 | |||||||||||||
Transaction costs | $ 600 | |||||||||||||
September 2017 Financing Warrants | September 2017 Financing | Option Pricing Model | Expected Term | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants, measurement input, term | 2 years 6 months | |||||||||||||
September 2017 Financing Warrants | September 2017 Financing | Option Pricing Model | Expected Volatility | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants, measurement input | 1.104 | |||||||||||||
September 2017 Financing Warrants | September 2017 Financing | Option Pricing Model | Expected Dividend Rate | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants, measurement input | 0 | |||||||||||||
September 2017 Financing Warrants | September 2017 Financing | Option Pricing Model | Risk-Free Interest Rate | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants, measurement input | 0.0138 | |||||||||||||
September 2017 Financing Warrants | September 2017 Financing | Warrants Not Settleable in Cash | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 900 | |||||||||||||
September 2017 Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.67 | |||||||||||||
September 2017 Warrants | September 2017 Financing | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Date from which warrants are exercisable | Sep. 13, 2017 | |||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.67 | $ 0.60 | ||||||||||||
Warrant expiration period (in years) | 2 years 6 months | |||||||||||||
September 2017 Placement Agent Warrants | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.60 | $ 0.60 | $ 2.16 | |||||||||||
September 2017 Placement Agent Warrants | September 2017 Financing | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 2.16 | $ 0.60 | ||||||||||||
Warrant expiration period (in years) | 2 years 6 months |
Stockholders' Equity - April _3
Stockholders' Equity - April 2017 Financing & Warrant Amendment (Q3) (Details) $ / shares in Units, $ in Thousands | Apr. 26, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 20, 2017USD ($) |
Class of Stock [Line Items] | ||||||
Fair value of warrants recorded as equity | $ 800 | |||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | ||
Warrants Not Settleable in Cash | ||||||
Class of Stock [Line Items] | ||||||
Fair value of warrants recorded as equity | $ 2,900 | |||||
April 2017 Financing | ||||||
Class of Stock [Line Items] | ||||||
Warrant expiration period | 5 years | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.55 | |||||
April 2017 Financing | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from financing transaction | $ 5,900 | |||||
Transaction costs | 1,100 | |||||
April 2017 Financing Warrants | Warrants Not Settleable in Cash | ||||||
Class of Stock [Line Items] | ||||||
Fair value of warrants recorded as equity | $ 2,900 | |||||
April 2017 Financing Warrants | April 2017 Financing | Option Pricing Model | Expected Dividend Rate | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0 | |||||
April 2017 Financing Warrants | April 2017 Financing | Option Pricing Model | Risk-Free Interest Rate | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0.018 | |||||
April 2017 Warrants | April 2017 Financing | ||||||
Class of Stock [Line Items] | ||||||
Warrant expiration period | 5 years | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.55 | |||||
April 2017 Warrants | April 2017 Financing | Option Pricing Model | Expected Term | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input, term | 5 years 23 days | |||||
April 2017 Warrants | April 2017 Financing | Option Pricing Model | Expected Volatility | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0.883 | |||||
2017 Underwriter Warrants | April 2017 Financing | ||||||
Class of Stock [Line Items] | ||||||
Warrant expiration period | 5 years | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.75 | |||||
2017 Underwriter Warrants | April 2017 Financing | Option Pricing Model | Expected Term | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input, term | 5 years | |||||
2017 Underwriter Warrants | April 2017 Financing | Option Pricing Model | Expected Volatility | ||||||
Class of Stock [Line Items] | ||||||
Warrants, measurement input | 0.887 | |||||
H.C. Wainwright | April 2017 Financing | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of units sold in transaction (in shares) | shares | 5,030,000 |
Stockholders' Equity - Septem_5
Stockholders' Equity - September 2016 Financing (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 24, 2018 | Sep. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 20, 2017 |
Stockholders Equity Note [Line Items] | |||||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 7,800 | $ 2,200 | |||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | |||||||||||||
Shares issuable upon exercise of warrants (in shares) | 13,095,000 | 13,095,000 | 7,084,000 | ||||||||||||
Other financing costs | $ 400 | $ 400 | |||||||||||||
Transaction costs | $ 637 | $ 1,235 | $ 1,392 | $ 641 | |||||||||||
Fair value of warrants recorded as equity | $ 800 | ||||||||||||||
Change in fair value of warrant liability | $ 100 | $ 0 | $ 222 | $ 296 | $ (222) | $ 588 | $ 646 | $ (7,479) | |||||||
Common Stock | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 252,842 | ||||||||||||||
September 2016 Financing | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Aggregate gross proceeds from sale of common stock and warrants | $ 3,700 | ||||||||||||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 3,200 | ||||||||||||||
September 2016 Financing | Private Placement Warrants | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Number of securities called by each warrant (in shares) | 0.75 | 0.75 | |||||||||||||
Exercise price (in usd per share) | $ 4.5 | $ 4.5 | |||||||||||||
Warrants, period in which warrants exercisable | 6 months | ||||||||||||||
Warrant expiration period | 5 years 6 months | ||||||||||||||
September 2016 Financing | Placement Agent Warrants | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Exercise price (in usd per share) | $ 4.3125 | 4.3125 | |||||||||||||
Warrant expiration period | 5 years | ||||||||||||||
Proceeds from issuance private placement warrants | $ 1,600 | ||||||||||||||
Payment of transaction costs | 500 | ||||||||||||||
Non-cash transaction costs | 100 | ||||||||||||||
Other financing costs | $ 300 | ||||||||||||||
September 2016 Financing | Common Stock | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 1,082,402 | ||||||||||||||
Shares issued, price per share (in usd per share) | $ 3.45 | $ 3.45 | |||||||||||||
Transaction costs | $ 400 | ||||||||||||||
September 2016 Financing | Common Stock | Placement Agent Warrants | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 54,123 | 54,123 | |||||||||||||
April 2017 Warrant Amendment | Private Placement and Placement Agent Warrants | |||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||
Exercise price (in usd per share) | $ 1.55 | ||||||||||||||
Change in fair value of warrant liability | $ 200 |
Stockholders' Equity - July 2_2
Stockholders' Equity - July 2016 Aspire Common Stock Purchase Agreement (Q3) (Details) | Jul. 05, 2016USD ($)shares | Jul. 31, 2016USD ($)closing_priced$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2018USD ($)shares |
Stockholders Equity Note [Line Items] | ||||||||
Transaction costs | $ | $ 637,000 | $ 1,235,000 | $ 1,392,000 | $ 641,000 | ||||
Aspire Capital | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Common stock purchase agreement, shares authorized, amount | $ | $ 7,000,000 | |||||||
Common stock purchase agreement, term | 24 months | |||||||
Shares issued (in shares) | shares | 151,899 | |||||||
Shares issued, value | $ | $ 600,000 | |||||||
Issuance of common stock (in shares) | shares | 253,165 | 500,000 | 500,000 | |||||
Issuance of common stock, value | $ | $ 1,000,000 | $ 1,200,000 | $ 1,200,000 | |||||
Transaction costs | $ | $ 100,000 | |||||||
Common stock purchase agreement, number of closing prices averaged to determine sale price (in closing prices) | closing_price | 3 | |||||||
Common stock purchase agreement, number of days prior to stock purchase date for stock price assessment (in days) | d | 12 | |||||||
Sale price measurement period | 12 days | |||||||
Share price, floor price required to use committed equity financing (in usd per share) | $ / shares | $ 1 | |||||||
Common stock purchase agreement, VWAP purchase, share price threshold (higher than) (in usd per share) | $ / shares | $ 3 | |||||||
Common stock purchase agreement, VWAP purchase, percentage of shares traded | 30.00% | |||||||
Common stock purchase agreement, VWAP purchase, percentage of weighted average price | 97.00% | |||||||
Common stock purchase agreement, maximum amount of shares to be sold (in shares) | shares | 1,200,000 | |||||||
Common stock purchase agreement, maximum amount of shares to be sold, percentage of outstanding shares | 19.99% | |||||||
Aspire Capital | Minimum | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Common stock purchase agreement, daily purchase limit, shares (in shares) | shares | 10,000 | |||||||
Aspire Capital | Maximum | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Common stock purchase agreement, daily purchase limit, shares (in shares) | shares | 200,000 | |||||||
Aspire Capital | Common Stock | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Stocked issued during period, weighted average cost per share (in usd per share) | $ / shares | $ 3.82 |
Stockholders' Equity - Januar_2
Stockholders' Equity - January 2016 Financing (Q3) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($) | Jan. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2015$ / shares | |
Stockholders Equity Note [Line Items] | ||||||
Aggregate offering price | $ 10,000 | |||||
Aggregate gross proceeds from sale of common stock and warrants | $ 7,800 | 2,200 | ||||
Payments of transaction costs | $ 400 | $ 400 | ||||
Net proceeds from sale of common stock and warrants after transaction costs | $ 9,600 | $ 9,600 | ||||
Outstanding warrants | Significant Unobservable Inputs (Level 3) | ||||||
Stockholders Equity Note [Line Items] | ||||||
Fair value of warrants issued during the period | $ 4,800 | |||||
Common Stock | ||||||
Stockholders Equity Note [Line Items] | ||||||
Maximum number of warrants to be purchased (in shares) | shares | 568,184 | |||||
Exercise price (in usd per share) | $ / shares | $ 8.80 | $ 18.20 | ||||
Number of securities called by each warrant (in shares) | shares | 2 | |||||
Warrants issued (in shares) | shares | 126,421 | |||||
Payments of transaction costs | $ 200 | |||||
Common Stock | Option Pricing Model | Expected Term | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants, measurement input, term | 7 years | 7 years | ||||
Common Stock | Option Pricing Model | Expected Volatility | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants, measurement input | 0.994 | 1.019 | 0.994 | |||
Common Stock | Option Pricing Model | Expected Dividend Rate | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants, measurement input | 0 | 0 | 0 | |||
Common Stock | Option Pricing Model | Risk-Free Interest Rate | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants, measurement input | 0.014 | 0.016 | 0.014 | |||
Common Stock | Outstanding warrants | Significant Unobservable Inputs (Level 3) | ||||||
Stockholders Equity Note [Line Items] | ||||||
Fair value adjustment for modification | $ 700 | |||||
Common Stock | ||||||
Stockholders Equity Note [Line Items] | ||||||
Common stock, maximum number of shares to be purchased (in shares) | shares | 1,136,364 | |||||
Issuance of common stock (in shares) | shares | 252,842 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrant Activity (Q3) (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Common Shares Issuable upon Exercise | ||
Outstanding, beginning balance (in shares) | 7,084 | 2,318 |
Issued (in shares) | 10,262 | 5,199 |
Exercised (in shares) | (1,041) | (186) |
Cancelled (in shares) | (3,210) | (247) |
Outstanding, ending balance (in shares) | 13,095 | 7,084 |
Exercisable at balance sheet date (in shares) | 6,738 | 7,084 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in usd per share) | $ 3.91 | $ 15.19 |
Issued (in usd per share) | 0.41 | 1.60 |
Exercised (in usd per share) | 1.48 | 1.55 |
Cancelled (in usd per share) | 3.99 | 52.50 |
Outstanding, ending balance (in usd per share) | 0.69 | 3.91 |
Exercisable at balance sheet date (in dollars per share) | $ 1.01 | $ 3.91 |
Stockholders' Equity - Warran_2
Stockholders' Equity - Warrants Outstanding by Expiration Date (Q3) (Details) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 23, 2015 |
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 13,095,000 | 7,084,000 | |
March 2,020 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 379,000 | 107,000 | |
Exercise price (in usd per share) | $ 0.60 | $ 2.16 | |
April 2,022 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 252,000 | 252,000 | |
Exercise price (in usd per share) | $ 1.75 | $ 1.75 | |
May 2,022 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 2,448,000 | 4,452,000 | |
Exercise price (in usd per share) | $ 1.55 | $ 1.55 | |
January 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 340,000 | 429,000 | |
Exercise price (in usd per share) | $ 0.42 | $ 8.80 | |
January 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 89,000 | ||
Exercise price (in usd per share) | $ 0.71 | ||
March 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 332,000 | 442,000 | |
Exercise price (in usd per share) | $ 0.42 | $ 8.80 | |
March 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 109,000 | ||
Exercise price (in usd per share) | $ 0.71 | ||
March 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 355,000 | ||
Exercise price (in usd per share) | $ 0.63 | ||
May 2,023 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 2,400,000 | ||
Exercise price (in usd per share) | $ 0.50 | ||
March 2,024 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 230,000 | ||
Exercise price (in usd per share) | $ 0.338 | ||
March 2,024 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 3,450,000 | ||
Exercise price (in usd per share) | $ 0.30 | ||
March 2,024 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 2,677,000 | ||
Exercise price (in usd per share) | $ 0.40 | ||
October 2,024 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 19,000 | 19,000 | |
Exercise price (in usd per share) | $ 12.90 | $ 12.90 | |
March 2,024 | |||
Class of Warrant or Right [Line Items] | |||
Shares issuable upon exercise (shares) | 15,000 | 15,000 | 15,244 |
Exercise price (in usd per share) | $ 16.40 | $ 16.40 | $ 16.40 |
Related Party Transactions - _2
Related Party Transactions - Narrative (Q3) (Details) - USD ($) $ in Millions | Oct. 30, 2018 | Jan. 31, 2018 |
IRRAS Sublease | ||
Related Party Transaction [Line Items] | ||
Sublease, term of contract (years) | 2 years | |
Future sublease payments receivable from related party | $ 0.3 | |
Subsequent Event | IRRAS Restated Sublease | ||
Related Party Transaction [Line Items] | ||
Sublease, term of contract (years) | 1 year | |
Future sublease payments receivable from related party | $ 0.4 | |
Subsequent Event | Director | IRRAS Sublease | ||
Related Party Transaction [Line Items] | ||
Future sublease payments receivable from related party | $ 0.3 |
Litigation - Narrative (Q3) (De
Litigation - Narrative (Q3) (Details) $ in Thousands | Jul. 25, 2017USD ($) |
Majorelle Case | Pending Litigation | Minimum | |
Loss Contingencies [Line Items] | |
Loss contingency, damages sought | $ 1,000 |
Subsequent Event - Narrative (Q
Subsequent Event - Narrative (Q3) (Details) - Subsequent Event $ / shares in Units, $ in Millions | Oct. 16, 2018USD ($)trading_price$ / sharesshares |
Subsequent Event [Line Items] | |
Volume-weighted average stock price threshold (percent) | 80.00% |
Volume-weighted average stock price threshold, number of days immediately following closing date | 3 days |
Share exchange threshold, maximum (percent) | 80.00% |
Aggregate purchase price expected for purchased shares | $ | $ 18 |
Seelos | |
Subsequent Event [Line Items] | |
Securities Purchase Agreement, number of shares to be sold (in shares) | shares | 1,187,336 |
Securities Purchase Agreement, number of shares to be deposited (in shares) | shares | 1,187,336 |
Volume-weighted average stock price threshold (percent) | 80.00% |
Volume-weighted average stock price threshold, number of days immediately following closing date | 3 days |
Series A Warrants | |
Subsequent Event [Line Items] | |
Volume-weighted average stock price threshold (percent) | 80.00% |
Volume-weighted average stock price threshold, number of days immediately following closing date | 3 days |
Share exchange threshold, maximum (percent) | 80.00% |
Warrant, initial exercise price calculation metric (percent) | 125.00% |
Warrant exercise price (in usd per share) | $ / shares | $ 15.16 |
Warrants, term | 5 years |
Warrant exercise reset interval | 9 days |
Warrant exercise reset interval threshold, maximum | 45 days |
Warrant exercise six month reset | 6 months |
Warrant exercise adjustment period from closing date | 1 year |
Warrant exercise adjustment, percent of portion of volume-weighted average trading price (percent) | 125.00% |
Number of lowest volume-weighted average trading prices | trading_price | 5 |
Series B Warrants | |
Subsequent Event [Line Items] | |
Volume-weighted average stock price threshold (percent) | 80.00% |
Warrant exercise price (in usd per share) | $ / shares | $ 0.001 |
Number of lowest volume-weighted average trading prices | trading_price | 5 |
Warrant expiration period, option one | 45 days |
Warrant expiration period after closing date, option two | 1 year |