Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Aug. 08, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | Sun BioPharma, Inc. | ||
Entity Central Index Key | 1,029,125 | ||
Trading Symbol | snbp | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 31,881,306 | ||
Entity Public Float | $ 75,429 | ||
Document Type | S1 | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q2 | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 925,000 | $ 1,654,000 |
Short-term investments, net | 499,000 | |
Stock subscription receivable | 94,000 | |
Prepaid expenses and other current assets | 74,000 | 18,000 |
Income tax receivable | 733,000 | 108,000 |
Total current assets | 1,732,000 | 2,373,000 |
Other assets, net | 76,000 | 105,000 |
Total assets | 1,808,000 | 2,478,000 |
Current liabilities: | ||
Accounts payable | 585,000 | 297,000 |
Accrued liabilities | 505,000 | 132,000 |
Demand notes payable | 250,000 | |
Accrued interest | 35,000 | 38,000 |
Total current liabilities | 1,375,000 | 467,000 |
Long-term liabilities: | ||
Convertible notes payable | 2,775,000 | 3,000,000 |
Long-term debt | 287,000 | 300,000 |
Accrued interest | 39,000 | 27,000 |
Total long-term liabilities | 3,114,000 | 3,327,000 |
Shareholders’ deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 and 5,000,000 authorized as of December 31, 2015 and 2014, respectively; no shares issued or outstanding as of December 31, 2015 and 2014 | ||
Common stock, $0.001 par value; 100,000,000 and 20,000,000 authorized; 29,892,806 and 5,688,927 shares issued and outstanding, as of December 31, 2015 and 2014, respectively | 30,000 | 6,000 |
Additional paid-in capital | 10,943,000 | 7,264,000 |
Accumulated deficit | (13,667,000) | (8,569,000) |
Accumulated other comprehensive gain (loss), net | 13,000 | (17,000) |
Total shareholders’ deficit | (2,681,000) | (1,316,000) |
Total liabilities and shareholders’ deficit | $ 1,808,000 | $ 2,478,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 10,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 31,881,306 | 29,892,806 | 5,688,927 |
Common stock, shares outstanding (in shares) | 31,881,306 | 29,892,806 | 5,688,927 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses | ||
General and administrative | $ 2,592,000 | $ 1,079,000 |
Research and development | 2,852,000 | 2,366,000 |
Operating loss | (5,444,000) | (3,445,000) |
Other income (expense): | ||
Interest income | 8,000 | 6,000 |
Interest expense | (183,000) | (184,000) |
Other expense | (64,000) | (16,000) |
Change in fair value of derivatives | ||
Total other income (expense) | (239,000) | (194,000) |
Loss before income tax benefit | (5,683,000) | (3,639,000) |
Income tax benefit | 756,000 | 108,000 |
Net loss | (4,927,000) | (3,531,000) |
Foreign currency translation adjustment gain (loss) | 30,000 | (13,000) |
Comprehensive loss | $ (4,897,000) | $ (3,544,000) |
Basic and diluted net loss per share (in dollars per share) | $ (0.35) | $ (0.69) |
Weighted average shares outstanding – basic and diluted (in shares) | 14,073,174 | 5,109,644 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2013 | 5,005,522 | ||||
Balances at Dec. 31, 2013 | $ 5,000 | $ 6,450,000 | $ (5,038,000) | $ (4,000) | $ 1,413,000 |
Issuance of common stock for services (in shares) | 100,000 | ||||
Issuance of common stock for services | 91,000 | 91,000 | |||
Conversion of convertible notes payable and accrued interest into common stock (in shares) | 22,505 | ||||
Conversion of convertible notes payable and accrued interest into common stock | 101,000 | $ 101,000 | |||
Exercise of stock options (in shares) | 535,900 | 2,143,600 | |||
Exercise of stock options | $ 1,000 | 492,000 | $ 493,000 | ||
Exercise of stock warrants (in shares) | 25,000 | ||||
Exercise of stock warrants | 25,000 | 25,000 | |||
Share-based compensation expense | 105,000 | 105,000 | |||
Net Income (Loss) Attributable to Parent | (3,531,000) | (3,531,000) | |||
Foreign currency translation adjustment gain (loss) | (13,000) | (13,000) | |||
Balances (in shares) at Dec. 31, 2014 | 5,688,927 | ||||
Balances at Dec. 31, 2014 | $ 6,000 | 7,264,000 | (8,569,000) | (17,000) | (1,316,000) |
Issuance of common stock for services (in shares) | 33,241 | ||||
Issuance of common stock for services | 42,000 | 42,000 | |||
Conversion of convertible notes payable and accrued interest into common stock (in shares) | 50,194 | ||||
Conversion of convertible notes payable and accrued interest into common stock | 226,000 | $ 226,000 | |||
Exercise of stock options (in shares) | 647,634 | 2,590,536 | |||
Exercise of stock options | $ 1,000 | 692,000 | $ 693,000 | ||
Exercise of stock warrants (in shares) | 500,000 | ||||
Exercise of stock warrants | 375,000 | 375,000 | |||
Share-based compensation expense | 933,000 | 933,000 | |||
Net Income (Loss) Attributable to Parent | (4,927,000) | (4,927,000) | |||
Foreign currency translation adjustment gain (loss) | 30,000 | 30,000 | |||
Balances (in shares) at Dec. 31, 2015 | 29,892,806 | ||||
Balances at Dec. 31, 2015 | $ 30,000 | 10,943,000 | (13,667,000) | 13,000 | (2,681,000) |
Issuance of common stock (in shares) | 190,625 | ||||
Issuance of common stock | 1,513,000 | 1,513,000 | |||
Exercise price modification of common stock warrants | 171,000 | (171,000) | |||
Merger transaction – See Note 8 (in shares) | 22,782,185 | ||||
Merger transaction – See Note 8 | $ 23,000 | (273,000) | (250,000) | ||
Issuance of common stock for services (in shares) | 37,500 | ||||
Issuance of common stock for services | 75,000 | 75,000 | |||
Net Income (Loss) Attributable to Parent | (1,799,000) | (1,799,000) | |||
Foreign currency translation adjustment gain (loss) | (33,000) | (33,000) | |||
Balances (in shares) at Jun. 30, 2016 | 31,881,306 | ||||
Balances at Jun. 30, 2016 | $ 32,000 | 12,815,000 | $ (15,466,000) | $ (20,000) | (2,639,000) |
Issuance of common stock (in shares) | 1,951,000 | ||||
Issuance of common stock | $ 2,000 | $ 1,797,000 | $ 1,799,000 |
Consolidated Statements of Sha6
Consolidated Statements of Shareholders' Deficit (Parentheticals) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI Attributable to Parent [Member] | |||
Foreign currency translation, tax | $ 0 | $ 0 | $ 0 |
Additional Paid-in Capital [Member] | |||
Issuance costs | $ 152,000 | $ 12,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (4,927,000) | $ (3,531,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt issuance costs | 28,000 | 28,000 |
Non-cash interest expense | 50,000 | |
Unrealized loss on investment | 2,000 | |
Share-based compensation | 976,000 | 196,000 |
Changes in operating assets and liabilities: | ||
Income and other tax receivables | (610,000) | (9,000) |
Rebate receivable | 47,000 | |
Prepaid expenses and other assets | (45,000) | 5,000 |
Accounts payable and accrued liabilities | 681,000 | (131,000) |
Net cash used in operating activities | (3,897,000) | (3,343,000) |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of short-term investments | 500,000 | |
Purchases of short-term investments | (501,000) | |
Net cash provided (used in) by investing activities | 500,000 | (501,000) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | 1,513,000 | |
Proceeds from issuance of debt, net of debt issuance costs of $9k | 2,391,000 | |
Proceeds from the exercise of stock options | 762,000 | 424,000 |
Proceeds from the exercise of stock purchase warrants | 400,000 | |
Net cash provided by financing activities | 2,675,000 | 2,815,000 |
Effect of exchange rate changes on cash and cash equivalents | (7,000) | (11,000) |
Net decrease in cash and cash equivalents | (729,000) | (1,040,000) |
Cash and cash equivalents at beginning of period | 1,654,000 | 2,694,000 |
Cash and cash equivalents at end of period | 925,000 | 1,654,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid during period for interest | 145,000 | 106,000 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of notes payable and accrued interest into common stock | 226,000 | 101,000 |
Notes payable assumed in merger (Note 6) | $ 250,000 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Proceeds from issuance of common stock, selling costs | $ 12 | |
Debt issuance costs | $ 9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||||
Cash and cash equivalents | $ 1,898,000 | $ 925,000 | $ 1,005,000 | $ 1,654,000 | $ 2,694,000 |
Prepaid expenses and other current assets | 53,000 | 74,000 | 18,000 | ||
Income tax receivable | 193,000 | 733,000 | 108,000 | ||
Total current assets | 2,144,000 | 1,732,000 | 2,373,000 | ||
Total assets | 2,144,000 | 1,808,000 | 2,478,000 | ||
Current liabilities: | |||||
Accounts payable | 797,000 | 585,000 | 297,000 | ||
Accrued liabilities | 643,000 | 505,000 | 132,000 | ||
Demand notes payable | 250,000 | 250,000 | |||
Accrued interest | 35,000 | 35,000 | 38,000 | ||
Total current liabilities | 1,725,000 | 1,375,000 | 467,000 | ||
Long-term liabilities: | |||||
Convertible notes payable | 2,722,000 | 2,775,000 | 3,000,000 | ||
Long-term debt | 291,000 | 287,000 | 300,000 | ||
Accrued interest | 45,000 | 39,000 | 27,000 | ||
Total long-term liabilities | 3,058,000 | 3,114,000 | 3,327,000 | ||
Shareholders’ deficit: | |||||
Preferred stock, $0.001 par value; 10,000,000 and 5,000,000 authorized as of December 31, 2015 and 2014, respectively; no shares issued or outstanding as of December 31, 2015 and 2014 | 0 | ||||
Common stock, $0.001 par value; 100,000,000 and 20,000,000 authorized; 29,892,806 and 5,688,927 shares issued and outstanding, as of December 31, 2015 and 2014, respectively | 32,000 | 30,000 | 6,000 | ||
Additional paid-in capital | 12,815,000 | 10,943,000 | 7,264,000 | ||
Accumulated deficit | (15,466,000) | (13,667,000) | (8,569,000) | ||
Accumulated other comprehensive gain (loss), net | (20,000) | 13,000 | (17,000) | ||
Total shareholders’ deficit | (2,639,000) | (2,681,000) | (1,316,000) | $ 1,413,000 | |
Total liabilities and shareholders’ deficit | $ 2,144,000 | $ 1,808,000 | $ 2,478,000 |
Condensed Consolidated Balanc10
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 10,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 31,881,306 | 29,892,806 | 5,688,927 |
Common stock, shares outstanding (in shares) | 31,881,306 | 29,892,806 | 5,688,927 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 60 Months Ended | 66 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | |
Operating expenses | ||||||||
General and administrative | $ 419,000 | $ 585,000 | $ 900,000 | $ 1,788,000 | $ 2,592,000 | $ 1,079,000 | ||
Research and development | 530,000 | 608,000 | 1,024,000 | 1,596,000 | 2,852,000 | 2,366,000 | ||
Operating loss | (949,000) | (1,193,000) | (1,924,000) | (3,384,000) | (5,444,000) | (3,445,000) | ||
Other income (expense): | ||||||||
Interest income | 1,000 | 3,000 | 2,000 | 5,000 | 8,000 | 6,000 | ||
Interest expense | (45,000) | (46,000) | (90,000) | (86,000) | (183,000) | (184,000) | ||
Other expense | (75,000) | (17,000) | 7,000 | (37,000) | (64,000) | (16,000) | ||
Total other income (expense) | (119,000) | (60,000) | (81,000) | (118,000) | (239,000) | (194,000) | ||
Loss before income tax benefit | (1,068,000) | (1,253,000) | (2,005,000) | (3,502,000) | (5,683,000) | (3,639,000) | ||
Income tax benefit | 90,000 | 38,000 | 206,000 | 95,000 | 756,000 | 108,000 | ||
Net loss | (978,000) | (1,215,000) | (1,799,000) | (3,407,000) | (4,927,000) | (3,531,000) | $ (13,700,000) | $ (15,500,000) |
Foreign currency translation adjustment gain (loss) | 42,000 | (9,000) | (33,000) | (13,000) | 30,000 | (13,000) | ||
Comprehensive loss | $ (932,000) | $ (1,224,000) | $ (1,831,000) | $ (3,420,000) | $ (4,897,000) | $ (3,544,000) | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.03) | $ (0.18) | $ (0.06) | $ (0.55) | $ (0.35) | $ (0.69) | ||
Weighted average shares outstanding – basic and diluted (in shares) | 30,126,755 | 6,585,533 | 30,058,942 | 6,225,722 | 14,073,174 | 5,109,644 |
Condensed Consolidated Statem12
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2013 | 5,005,522 | ||||
Balances at Dec. 31, 2013 | $ 5,000 | $ 6,450,000 | $ (5,038,000) | $ (4,000) | $ 1,413,000 |
Net Income (Loss) Attributable to Parent | (3,531,000) | (3,531,000) | |||
Foreign currency translation adjustment gain (loss) | (13,000) | (13,000) | |||
Issuance of common stock for services (in shares) | 100,000 | ||||
Issuance of common stock for services | 91,000 | 91,000 | |||
Balances (in shares) at Dec. 31, 2014 | 5,688,927 | ||||
Balances at Dec. 31, 2014 | $ 6,000 | 7,264,000 | (8,569,000) | (17,000) | (1,316,000) |
Net Income (Loss) Attributable to Parent | (4,927,000) | (4,927,000) | |||
Foreign currency translation adjustment gain (loss) | 30,000 | 30,000 | |||
Stock Issued During Period, Shares, New Issues | 190,625 | ||||
Issuance of common stock | 1,513,000 | 1,513,000 | |||
Issuance of common stock for services (in shares) | 33,241 | ||||
Issuance of common stock for services | 42,000 | 42,000 | |||
Balances (in shares) at Dec. 31, 2015 | 29,892,806 | ||||
Balances at Dec. 31, 2015 | $ 30,000 | 10,943,000 | (13,667,000) | 13,000 | (2,681,000) |
Net Income (Loss) Attributable to Parent | (1,799,000) | (1,799,000) | |||
Foreign currency translation adjustment gain (loss) | (33,000) | (33,000) | |||
Stock Issued During Period, Shares, New Issues | 1,951,000 | ||||
Issuance of common stock | $ 2,000 | 1,797,000 | 1,799,000 | ||
Issuance of common stock for services (in shares) | 37,500 | ||||
Issuance of common stock for services | 75,000 | 75,000 | |||
Balances (in shares) at Jun. 30, 2016 | 31,881,306 | ||||
Balances at Jun. 30, 2016 | $ 32,000 | $ 12,815,000 | $ (15,466,000) | $ (20,000) | $ (2,639,000) |
Condensed Consolidated Statem13
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) (Parentheticals) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI Attributable to Parent [Member] | |||
Foreign currency translation, tax | $ 0 | $ 0 | $ 0 |
Additional Paid-in Capital [Member] | |||
Issuance costs | $ 152,000 | $ 12,000 |
Condensed Consolidated Statem14
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,799,000) | $ (3,407,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt issuance costs | 14,000 | 14,000 |
Non-cash interest expense | 6,000 | 7,000 |
Share-based compensation | 976,000 | |
Unrealized loss on investment | (3,000) | |
Changes in operating assets and liabilities: | ||
Income and other tax receivables | 563,000 | 10,000 |
Prepaid expenses and other current assets | 85,000 | (4,000) |
Accounts payable and accrued liabilities | 500,000 | 266,000 |
Net cash used in operating activities | (631,000) | (2,141,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net of offering costs of $152 | 1,603,000 | |
Proceeds from Issuance of Common Stock | 350,000 | |
Proceeds from the exercise of stock options | 762,000 | |
Proceeds from the exercise of stock purchase warrants | 400,000 | |
Net cash provided by financing activities | 1,603,000 | 1,512,000 |
Effect of exchange rate changes on cash and cash equivalents | 1,000 | (19,000) |
Net decrease in cash and cash equivalents | 973,000 | (648,000) |
Cash and cash equivalents at beginning of period | 925,000 | 1,654,000 |
Cash and cash equivalents at end of period | 1,898,000 | 1,005,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid during period for interest | 70,000 | 69,000 |
Supplemental disclosure of non-cash transactions: | ||
Deferred Compensation Exchanged for Common Stock and Warrants | 196,000 | |
Issuance of common stock for services | $ 75,000 |
Condensed Consolidated Statem15
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Proceeds from issuance of common stock, selling costs | $ 152 | $ 12 |
Note 1 - Business
Note 1 - Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Business Sun BioPharma, Inc. and its wholly-owned subsidiary Sun BioPharma Australia Pty Ltd. (collectively “we,” “us,” “our,” and the “Company”) exist for the primary purpose of advancing the commercial development of a proprietary polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis. We have exclusively licensed the worldwide rights to this compound, which has been designated as SBP-101, from the University of Florida Research Foundation, Inc. (“UFRF”). | 1. Business Sun BioPharma, Inc., formerly known as Cimarron Medical, Inc., (“Cimarron”) and its wholly-owned subsidiaries, Sun BioPharma Research, Inc. (“SBR”) and Sun BioPharma Australia Pty Ltd. (“SBA” and collectively with Cimarron and SBR, “we,” “us,” “our,” and the “Company”) exist for the primary purpose of advancing the commercial development of a proprietary polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis. We have exclusively licensed the worldwide rights to this compound, which has been designated as SBP-101, from the University of Florida Research Foundation, Inc. (“UFRF”). SBR was incorporated under the laws of the State of Delaware on September 21, 2011. Sun BioPharma Australia Pty Ltd was established on May 24, 2013, and incorporated under the laws of Australian Securities and Investments Commission. SBR entered into an Agreement and Plan of Merger with Cimarron and SB Acquisition Corporation, a wholly owned subsidiary of Cimarron, on June 12, 2015. The merger of SB Acquisition Corporation with and into SBR on September 4, 2015 (the “Merger”) resulted in all of the issued and outstanding common stock of SBR being converted into the right to receive an aggregate of 28,442,484 shares of Cimarron’s common stock, representing four shares of Cimarron common stock for every one share of SBR common stock cancelled in the Merger. As a result of this transaction, former SBR shareholders owned approximately 98.8% of the outstanding capital stock of Cimarron. Concurrent with the completion of the Merger, Cimarron’s name was changed to “Sun BioPharma, Inc.” Under accounting principles generally accepted in the United States (“GAAP”), SBR was deemed to be the acquirer for accounting purposes because its legacy shareholders owned a substantial majority of the issued and outstanding shares of Cimarron’s common stock after the Merger. Further, as Cimarron’s business operations and net assets, at the time of the Merger, were nominal relative to SBR’s business operations and net assets, we have accounted for the Merger as a capital transaction and the activity presented in these financial statements represents the current and historical operations of SBR. All share and per share amounts included in these Notes are presented on an as converted basis, which gives effect to the exchange of four shares of Cimarron common stock for every one share of SBR common stock. See Note 8 for additional information regarding the Merger. |
Note 2 - Risks and Uncertaintie
Note 2 - Risks and Uncertainties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Nature of Operations [Text Block] | 2. Risks and Uncertainties We operate in a highly regulated and competitive environment. The development, manufacturing and marketing of pharmaceutical products require approval from, and are subject to ongoing oversight by, the Food and Drug Administration (“FDA”) in the United States, the Therapeutic Goods Administration (“TGA”) in Australia, the European Medicines Agency (“EMA”) in the European Union, and comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years, and is normally expected to involve substantial expenditures. We have incurred losses of $15.5 million since our inception in 2011. For the six months ended June 30, 2016, we incurred a net loss and negative cash flows from operating activities of $1.8 million and $631,000, respectively. We expect to incur substantial losses for the foreseeable future, which will continue to generate negative cash flows from operating activities, as we continue to pursue research and development activities and seek to commercialize our initial product candidate, SBP-101 . As of June 30, 2016, we had cash and cash equivalents of $1.9 million, working capital of $419,000 and stockholders’ deficit of $2.6 million. The Company’s principal sources of cash have historically included the issuance of convertible debt and equity securities. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed | 2. Risks and Uncertainties The Company operates in a highly regulated and competitive environment. The development, manufacturing and marketing of pharmaceutical products require approval from, and are subject to ongoing oversight by, the Food and Drug Administration (“FDA”) in the United States, the Therapeutic Goods Administration (“TGA”) in Australia, the European Medicines Agency (“EMA”) in the European Union, and comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years, and is normally expected to involve substantial expenditures. We have incurred losses of $13.7 million since SBR’s inception in 2011. For the year ended December 31, 2015, we incurred a net loss and negative cash flows from operating activities of $4.9 million and $3.9 million, respectively. We expect to incur substantial losses for the foreseeable future, which will continue to generate negative net cash flows from operating activities, as we continue to pursue research and development activities and seek to commercialize our primary product candidate, SBP-101 . As of December 31, 2015, we had cash and cash equivalents of $925,000, working capital of $357,000 and shareholders’ deficit of $2.7 million. We believe our cash and cash equivalents as of December 31, 2015, will be sufficient to fund our planned operations through the first quarter of 2016. The Company’s principal sources of cash have included the issuance of convertible debt and equity securities. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business and do not include any adjustments relating to the recoverability or classification of assets or the amounts of liabilities that might result from the outcome of these uncertainties. Our ability to continue as a going concern, realize the carrying value of our assets and discharge our liabilities in the ordinary course of business is dependent upon a number of factors, including our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-101 product candidate in the United States, Australia, the European Union or other markets and ultimately our ability to market and sell our SBP-101 product candidate. These factors, among others, raise substantial doubt about our ability to continue operations as a going concern. See Note 3 entitled “Liquidity and Management’s Plans.” |
Note 3 - Liquidity and Manageme
Note 3 - Liquidity and Management Plans | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Substantial Doubt about Going Concern [Text Block] | 4. Liquidity and Management Plans We will need to obtain additional funds to continue our operations and execute our current business plans. We may seek to raise additional funds through various sources, such as equity and debt financings, or through strategic collaborations and license agreements. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data is inconclusive or not positive or economic conditions worsen in the market as a whole or in the pharmaceutical or biotechnology markets individually. On March 1, 2016 we instituted substantial salary deferrals for all senior employees in order to conserve cash. If we are unable to obtain additional financing when needed, we will need to reduce our operations by taking actions that may include, among other things, reducing use of outside professional service providers, reducing staff or further reducing staff compensation, significantly modifying or delaying the development of our SBP-101 product candidate , licensing rights to third parties, including the right to commercialize our SBP-101 product candidate for pancreatic cancer, acute pancreatitis or other applications that we would otherwise seek to pursue, or discontinuing operations entirely. On May 5, 2016, we received a $772,000 tax rebate under the Australian R&D Incentive Rebate program In June 2016, pursuant to Securities Purchase Agreements, we received aggregate gross proceeds of $1,755,000 from two June closings under these private placement transactions. See “Private Placement” in note 9 for additional information. Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-101 product candidate in the United States or other markets and ultimately our ability to market and sell our SBP-101 product candidate . If we are unable to obtain additional financing when needed, if our clinical trials are not successful or if we are unable to obtain marketing approval, we would not be able to continue as a going concern and would be forced to cease operations and liquidate our company. There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current stockholders. | 3. Liquidity and Management Plans We will need to seek additional sources of funds to support our current business plans. We may seek to raise additional funds through various sources, such as equity and debt financings, or through strategic collaborations and license agreements. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data is not positive or economic and market conditions deteriorate. If we are unable to obtain additional financing when needed, we would need to scale back our operations taking actions that may include, among other things, reducing use of outside professional service providers, reducing staff or staff compensation, significantly modify or delay the development of our SBP-101 product candidate , license to third parties the rights to commercialize our SBP-101 product candidate for pancreatic cancer, acute pancreatitis or other applications that we would otherwise seek to pursue, or cease operations. Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-101 product candidate in the United States or other markets and ultimately our ability to market and sell our SBP-101 product candidate . If we are unable to obtain additional financing when needed, if our clinical trials are not successful, if we are unable to obtain marketing approval, we would not be able to continue as a going concern and would be forced to cease operations and liquidate our company. There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current shareholders. |
Note 4 - Summary of Significant
Note 4 - Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Significant Accounting Policies [Text Block] | 5. Summary of Significant Accounting Policies Principles of consolidation The accompanying condensed consolidated financial statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Debt issuance costs Costs associated with the issuance of debt instruments are capitalized and presented as a direct deduction from the carrying amount of the related debt liability. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the debt agreements and are included in interest expense. Research and development costs Research and development costs to date have consisted primarily of expenses incurred for third-party service providers monitoring and accumulating data related to our preclinical and clinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of SBP-101 for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our SBP-101 product candidate; and costs to license and maintain our licensed intellectual property. Moving forward, research and development expenditures will shift to focus on costs related to the execution of human clinical trials and related efforts to obtain regulatory approval for SBP-101. We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from contract research organizations (“CROs”). Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO. All material CRO contracts are terminable by us upon written notice and we are generally only liable for actual effort expended by the CROs and certain non-cancelable expenses incurred at any point of termination We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license. Fair Value Determination of the Company’s Common Stock Prior to becoming a public company in September 2015, determining the fair value per share or our common stock for use in estimating the fair values of stock-based payments required complex and subjective judgments. The Company used the implied valuations based upon the terms from our sales of convertible notes payable to estimate our enterprise value for the dates on which these transactions occurred. The estimated enterprise values considered certain discounts related to control and lack of marketability. Our board of directors also considered the estimated fair value of our common stock in relation to a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Our board of directors also retained an independent financial valuation firm to provide independent estimates of our enterprise value. Until an active trading market develops for our common stock, estimating the fair value per share of our common stock will continue to be highly subjective. There is inherent uncertainty in these estimates. Stock-based compensation Stock-based incentive awards are accounted for under the provisions of FASB ASC 718, Compensation — Stock Compensation, which requires companies to measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation cost is recognized ratably using the straight-line attribution method over the expected vesting period, which is considered to be the requisite service period. The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility is based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public biotechnology companies. The assumed dividend yield is zero, as we do not expect to declare any dividends in the foreseeable future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term. Foreign currency translation adjustments The functional currency of Sun BioPharma Australia Pty Ltd is the Australian Dollar (“AUD”). Accordingly, assets and liabilities, and equity transactions of Sun BioPharma Australia Pty Ltd are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss presented within the stockholders’ deficit. During the six-month periods ended June 30, 2016 and 2015, any reclassification adjustments from accumulated other comprehensive loss to operations was inconsequential. | 4. Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year ends on December 31. Use of estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of consolidation The accompanying consolidated financial statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with original maturities of three months or less. The carrying value of these instruments approximates fair value. We have not experienced any losses in our cash and cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the company to significant concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are primarily deposited in demand and money market accounts. At times, such deposits may be in excess of insured limits. Investments in money market funds are not considered to be bank deposits and are not insured or guaranteed by the federal deposit insurance company or other government agencies. These money market funds seek to preserve the value of the investment at $1.00 per share; however, it is possible to lose money investing in these funds. The Company has not experienced any losses on its deposits of cash and cash equivalents. Short-term investments We consider all investments with maturities greater than three months and less than one year at the time of purchase as short-term investments. At December 31, 2014, short-term investments consisted of a mutual fund investment reported at fair value. We seek to manage our investments to achieve our goal of preserving principal and maintaining adequate liquidity at all times. Short-term investments are considered trading securities by the company. As such, unrealized gains and losses are included in earnings and recorded as interest income in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates, for each of the jurisdictions in which the Company operates, expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has provided a full valuation allowance against the gross deferred tax assets as of December 31, 2015 and 2014. See Note 10 for additional information. The Company’s policy is to classify interest and penalties related to income taxes as income tax expense in the Consolidated Statements of Operations and Comprehensive Loss. Debt issuance costs Costs associated with the issuance of debt instruments are capitalized. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the debt agreements and are included in interest expense. Research and development costs Research and development costs to date have consisted primarily of expenses incurred for third-party service providers monitoring and accumulating data related to our preclinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of SBP-101 for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our SBP-101 product candidate ; and costs to license and maintain our licensed intellectual property. Moving forward, research and development expenditures will shift to focus on costs related to the execution of human clinical trials and related efforts to obtain regulatory approval for SBP-101. We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from contract research organizations (“CROs”). Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO. We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license. Fair value determination of the company’s common stock Prior to becoming a public company, determining the fair value per share or our common stock for use in estimating the fair values of share based payments required making complex and subjective judgments. The Company used the implied valuations based upon the terms from our sales of convertible notes payable to estimate our enterprise value for the dates on which these transactions occurred. The estimated enterprise values considered certain discounts related to control and lack of marketability. Our Board of Directors also considered the estimated fair value of our common stock in relation to a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Our board of directors also retained an independent financial valuation firm to provide independent estimates of our enterprise value. Until an active trading market develops for our common stock, estimating the fair value per share of our common stock will continue to be highly subjective. There is inherent uncertainty in these estimates. Share-based compensation In accounting for share-based incentive awards we measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation cost is recognized ratably using the straight-line attribution method over the expected vesting period, which is considered to be the requisite service period. The fair value of share-based awards is estimated at the date of grant using the Black-Scholes option pricing model. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility and forfeiture rates are based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public biotechnology companies. The assumed dividend yield is zero, as we do not expect to declare any dividends in the foreseeable future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term. Foreign Currency Translation The functional currency of Sun BioPharma Australia Pty Ltd is the Australian Dollar (“AUD”). Accordingly, assets and liabilities, and equity transactions of Sun BioPharma Australia Pty Ltd are translated into U.S. dollars at period-end exchange rates. Expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2015 and 2014, any reclassification adjustments from accumulated other comprehensive loss to operations were inconsequential. Comprehensive Loss Comprehensive loss consists of our net loss and the effect of foreign currency translation. Net Loss per Share We compute net loss per share by dividing our net loss (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share, or EPS, is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Diluted EPS is the same as basic EPS due to common equivalent shares being excluded from the calculation, as their effect is anti-dilutive. The following table summarizes our calculation of net loss per common share for the periods (in thousands, except share and per share data): December 31, 2015 2014 Net loss $ (4,927 ) $ (3,531 ) Weighted average shares outstanding—basic and diluted 14,073,174 5,109,644 Basic and diluted net loss per share $ (0.35 ) $ (0.69 ) The following outstanding potential common shares were not included in the diluted net loss per share calculations as their effects were not dilutive: Year Ended December 31, 2015 2014 Employee and non-employee stock options 3,463,600 5,487,752 Common shares issuable upon conversion of notes payable 2,466,667 2,666,668 Common shares issuable under common stock purchase warrants 2,550,000 4,550,000 8,480,267 12,704,420 Recently Issued Accounting Pronouncement In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. This presentation will result is debt issuance cost being presented the same way debt discounts have historically been handled. The ASU does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2015 (our fiscal 2016). We plan to adopt this guidance in our fiscal year beginning on January 1, 2016 and do not expect the adoption of ASU 2015-03 to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its Consolidated Financial Statements |
Note 5 - Fair Value of Financia
Note 5 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 5 . Fair Value of Financial Instruments We apply the provisions of FASB ASC Topic 820, Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. Valuation techniques used to measure fair value, as required by ASC Topic 820, must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The three levels of input are: Level 1—Quotedprices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our cash and equivalents and short-term investments consist of bank deposits and, at December 31, 2014, money market funds. Our money market funds are traded in active markets and are recorded at fair value based upon quoted market prices. Other financial instruments, including accounts payable and accrued liabilities, are carried at cost, which we believe approximates fair value because of the short-term maturity of these instruments. There were no financial assets measured at fair value at December 31, 2015. A summary of financial assets (in thousands) measured at fair value on a recurring basis at December 31, 2014 is as follows: December 31, 2014 Total Quoted Prices In Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 500 $ 500 $ — $ — |
Note 6 - Indebtedness
Note 6 - Indebtedness | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 7. Debt issuance costs The following table summarizes the deferred financing costs which are presented as a direct deduction from the carrying amount of their related debt liabilities (in thousands): June 30, 2016 December 31, 2015 Convertible Notes Payable Long-Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 2,775 $ 300 $ 2,775 $ 300 Deferred financing costs 105 37 105 37 Accumulated Amortization (52 ) (28 ) (40 ) (26 ) Unamortized balance 53 9 65 11 Loan amount, net $ 2,722 $ 291 $ 2,712 $ 287 We recorded amortization of debt issuance costs of $14,000 for both of the six month periods ended June 30, 2016 and 2015. | 6. Indebtedness Long-term debt On October 26, 2012, SBR entered into an unsecured loan agreement (the ”Agreement”) with the Institute for Commercialization of Public Research, Inc. (the "Institute"). Under the terms of the agreement, SBR borrowed $300,000 at a fixed interest rate of 4.125%. No principal or interest payments are due until the maturity date, October 26, 2017, unless a mandatory repayment event occurs. A mandatory repayment event includes, (i) a liquidity event defined as a sale of all or substantially all of the assets of SBR; a merger, consolidation, share exchange or similar transaction as a result of which the persons holding SBR equity constituting a majority of the outstanding equity by voting power or economic participation immediately prior to the transaction hold less than a majority of such voting power or economic participation immediately after such transaction; or a sale or transfer of outstanding equity of SBR in a transaction as a result of which the persons holding SBR equity constituting a majority of the outstanding equity by voting power or economic participation immediately prior to the transaction hold less than a majority of such voting power or economic participation immediately after such transaction, (ii) an event of default, (iii) a failure to maintain a Florida base of operations for more than 6 months, (iv) a sale or transfer of licensed technology, (v) any false representation to the Institute, (vi) a violation of law by SBR or one of its principal officers, or (vii) an achievement of aggregate revenues during any fiscal year of more than $4,000,000 from sales of products and/or services. The Long-term debt was assumed by Cimarron in connection with the Merger. Demand notes payable In conjunction with the Merger, and after giving effect to the disposition of the nominal business operations of Cimarron on September 28, 2015, we assumed $250,000 of unsecured demand notes that were previously issued by Cimarron. These demand notes have no stated interest rate or maturity date and accordingly are reported as current liabilities in our consolidated balance sheet. See Note 9 below for additional information regarding the Merger. Convertible notes payable In the fourth quarter of 2013, SBR initiated an offering of convertible promissory notes (the “Convertible Notes” or “New Notes”). In total, gross proceeds raised were $3.1 million of which $700,000 and $2.4 million were raised in December 2013 and January 2014, respectively. The Convertible Notes accrue interest at 5% per year, payable quarterly, are convertible into shares of common stock at $1.125 per share at the option of the holder and mature in December 2018. Sale of the New Notes was contingent upon (i) the conversion of $2.3 million of then outstanding convertible notes (the “Old Notes”) into common stock at $0.25 per share, (ii) fixing the number of warrants issuable to the holders of the Old Notes at 50% of the then then outstanding convertible notes, with those warrants exercisable at $0.25 per share, (iii) the issuance of employment agreements to the four individuals leading the new financing round, providing compensation in the form of option grants, and (iv) raising a minimum of $3,000,000 from the sale of the New Notes. These conditions were satisfied in January 2014, however management, having received verbal commitments for $3.0 million of New Note subscriptions on December 27, 2013, concluded that the satisfaction of the conditions for the sale of the New Notes was probable of being achieved, recorded the conversion of the Old Notes, and accrued but unpaid interest, into common stock on that date, in accordance with accounting principles generally accepted in the United States of America. Conversion of the Old Notes and related accrued interest resulted in the issuance of 9,639,116 shares of SBR common stock, and warrants to purchase a total of 4,650,000 shares of SBR common stock at $0.25 per share. These stock purchase warrants expire on December 27, 2023. In 2015 and 2014, holders of the Convertible Notes converted $225,000 and $100,000, respectively, plus accrued interest, into 200,776 and 90,020 shares, respectively, of SBR common stock. In addition, in 2015 and 2014, 2,000,000 and 100,000, respectively, warrants were exercised. See Note 8 for additional information. The Convertible Notes were assumed by Cimarron in connection with the Merger. See Note 8 for more information regarding treatment of the Convertible Notes in the Merger |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 7 . Commitments and Contingencies License agreement On December 22, 2011, SBR entered into an exclusive license agreement with the university of Florida research foundation (“UFRF”), which was acquired in exchange for $15,000 in cash and the issuance of 10% of its common stock. Upon executing the license agreement, 800,000 shares of common stock were issued to UFRF which was determined to have a fair value of $20,000 based upon an estimated fair value of SBR’s common stock of $0.025 per share. The license agreement also contained an anti-dilution provision which required SBR to issue additional shares to UFRF sufficient for UFRF to maintain its 10% ownership interest in SBR until SBR secured an addition $2.0 million external investment in SBR. This investment was received during 2012. The license agreement requires the company to pay royalties to UFRF ranging from 2.5% to 5% of net sales of licensed products developed from the licensed technology. Minimum annual royalties are required after the initial occurrence of a commercial sale of a marketed product. Royalties are payable for the longer of (i) the last to expire of the claims in the licensed patents or (ii) ten (10) years from the first commercial sale of a licensed product in each country in which licensed product is sold. The minimum annual royalties are as follows: ● $50,000 is due 270 days after occurrence of first commercial sale; ● $100,000 is due on the first anniversary date of the first payment; ● $100,000 is due on the second anniversary date of the first payment; and ● $300,000 is due on the third anniversary date of the first payment and subsequent anniversary dates thereafter, continuing for the life of the license agreement. In addition, the company is subject to six different milestone payments under the license agreement. ● $50,000 is due upon enrollment of the first subject in a phase 1 clinical trial; ● $300,000 is due upon enrollment of the first subject in a phase ii clinical trial; ● $3,000,000 is due upon approval of a new drug application; ● $2,000,000 is due upon approval to manufacture and market in either the European union or japan (one time only); ● $1,000,000 is due upon the first time annual net sales of licensed product or licensed process by the company reaches $100,000,000; and ● $3,000,000 is due upon the first time annual net sales of licensed product or licensed process by the company reaches $500,000,000. The license agreement is subject to customary and usual termination provisions. The license agreement was assumed by Cimarron in connection with the Merger. As of December 31, 2015 and 2014, no royalty or milestone payments were due. The Company is also committed to pay an annual license maintenance fee of $10,000. Clinical Trials We are currently conducting a Phase 1 study in patients with pancreatic cancer, for a duration of approximately 24 months. The first patient was enrolled in January 2016. This study is expected to include a dose-escalation phase with 8-week cycles of treatment at each dose level. At least two cycles of therapy at each dose level are anticipated in this trial, with continued treatment permitted for patients with clinical responses or stable disease. The projected safety profile suggests that repeat cycles would be well tolerated. Additional clinical trials will be subsequently required if the results of the Phase 1 pancreatic cancer trial are positive. We estimate the total time and cost to obtain FDA and EU approval and bring SBP-101 to market is 6 to 7 years and up to two-hundred million dollars ($200 million). Clinical trial costs are expensed as incurred. Indemnification of Directors and Officers The bylaws of the Company provide that it will indemnify and advance expenses to its directors and officers to the fullest extent permitted by law or, if applicable, pursuant to indemnification agreements. They further provide that we may choose to indemnify other employees or agents of our Company from time to time. Section 16-10a-908 of the Utah Revised Business Corporation Act and the Company’s bylaws permit it to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to the Company, regardless of whether the bylaws permit indemnification. We maintain a directors’ and officers’ liability insurance policy for that purpose. As of December 31, 2015 there was no pending litigation or proceeding involving any director or officer of the Company as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company had not recorded any liabilities for these obligations as of December 31, 2015 or 2014. |
Note 8 - Shareholders' Equity
Note 8 - Shareholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | 9 . Stock holders’ Equity Private Placement In June 2016, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with the purchasers named therein (the “Purchasers”) and closed the transaction governed thereby. Pursuant to the Purchase Agreements, we sold units consisting of a share of common stock and a warrant to purchase one-half of a share of common stock (the “Units”) . A total of 1,951,000 Units were purchased by the Purchasers consisting of an aggregate of 1,951,000 shares of the Company’s common stock (the “Shares”) and warrants (the “Warrants”) to purchase an aggregate of 975,500 shares of the Company’s common stock (the “Warrant Shares”). The purchase price for each Unit was $1.00 and the Warrants are exercisable for a period of five years from the dates of issuance at an exercise price of $1.50 per share. The Company received aggregate gross proceeds of $1,755,000 from two June closings under these private placement transactions and an additional $196,000 was invested by management through the conversion of previously deferred compensation. Pursuant to the Purchase Agreements, we have agreed to use commercial best efforts to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days after the first closing of the private placement transactions for purposes of registering the resale of the Shares and the Warrant Shares. We have also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and legal fees) incident to our obligations under the Purchase Agreements. Stock-Based Payments In the first quarter of 2016, our Board of Directors authorized the issuance of 37,500 shares of our common stock to two vendors who agreed to provide services to the Company upon terms that provided for a portion of their consideration to be paid in shares of our common stock. The fair value of each share of common stock was determined by our Board of Directors, and accordingly, we recorded a charge of $75,000. | 8 . Shareholder s’ Equity Cimarron Medical, Inc. Merger Transaction On June 12, 2015, SBR entered into an Agreement and Plan of Merger (the “Merger”) with Cimarron and SB Acquisition Corporation, a wholly owned subsidiary of Cimarron. The resulting merger of SB Acquisition Corporation with and into SBR on September 4, 2015, resulted in all of the issued and outstanding common stock of SBR being converted into the right to receive an aggregate of 28,442,484 shares of Cimarron’s common stock, representing four shares of Cimarron common stock for every one share of SBR common stock cancelled in the Merger. All of the shares of common stock issued pursuant to the Merger are “restricted securities” under Rule 144. As a result of this transaction, former SBR shareholders owned approximately 98.8% of the outstanding capital stock, giving SBR’s former shareholders substantial control of Cimarron. In connection with the Merger, Cimarron’s Board of Directors and management team were replaced by members of SBR’s Board of Directors and management team and Cimarron’s name was changed to “Sun BioPharma, Inc.” In addition, outstanding options and warrants to purchase SBR common stock before the Merger were converted into options and warrants to purchase an aggregate of 5,043,600 shares and 2,550,000 shares, respectively, of Cimarron’s common stock. Approximately $2.8 million aggregate principal amount of SBR outstanding convertible promissory notes were converted into convertible promissory notes payable by Cimarron and convertible into shares of Cimarron common stock at a rate of $1.125 per share. Immediately prior to the Merger, Cimarron had 1,450,322 shares of common stock outstanding with no other capital stock or rights to acquire additional shares outstanding. Under GAAP, SBR was deemed to be the acquirer for accounting purposes because its former shareholders owned a substantial majority of the issued and outstanding shares of Cimarron’s common stock after the Merger. Further, as Cimarron’s business operations and net assets, at the time of the Merger, were nominal relative to SBR’s business operations and net assets, we have accounted for the Merger as a capital transaction. SBR incurred approximately $325,000 of costs associated with the Merger and assumed $250,000 of demand notes payable, net, after giving effect to the disposition of the legacy business operations of Cimarron, discussed below. The transaction costs for the Merger are included in general and administrative expenses in our Consolidated Statements of Operations and Comprehensive Loss. Sale of Legacy Cimarron Medical Business Operations On September 28, 2015, we sold all of our ownership interest in the legacy business operations of Cimarron, which previously had been contributed to our then wholly owned subsidiary, Cimarron Medical Software, Inc., to Sampleminded, Inc. In exchange, Sampleminded, Inc. agreed to assume our payment obligations under approximately $305,000 of aggregate principal amount of outstanding promissory notes. Authorized Capital Stock Our Amended and Restated Articles of Incorporation, as amended authorize our Company to issue up to 110,000,000 shares of capital stock, with 100,000,000 shares designated as common stock, $.001 par value per share, and the remaining 10,000,000 shares available for designation and issuance as shares of preferred stock, $.001 par value per share. Private Placement Pursuant to the June 12, 2015 Agreement and Plan of Merger, SBR was obligated to undertake efforts to engage in a private placement of its common stock. On September 4, 2015, immediately prior to the closing of the Merger, SBR sold shares of its common stock for total proceeds of $1,513,000, net of offering costs, which shares ultimately resulted in the issuance of an incremental 762,500 shares of Cimarron common stock in the Merger . Warrants In April 2015, the Board of Directors of SBR agreed to reduce the exercise price of outstanding warrants issued in connection with certain notes payable from $0.25 per share to $0.1875 per share. This exercise price modification resulted in the recognition of a deemed dividend of $170,625, which was charged to accumulated deficit and credited to additional paid-in-capital. In 2015, SBR received $375,000 from warrant holders who exercised warrants at the reduced price. In 2014, SBR received $25,000 from warrant exercises. These exercises ultimately resulted in the issuance of an incremental 2,100,000 shares of Cimarron common stock in the Merger. As of December 31, 2015, warrants exercisable for 2,550,000 shares remain outstanding. Shares Reserved Shares of common stock reserved for future issuance are as follows: December 31, 2015 Stock options outstanding 3,463,600 Shares available for grant under equity incentive plan 5,722,264 Common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 2,550,000 Total 14,202,531 |
Note 9 - Share-Based Compensati
Note 9 - Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10 . Stock -Based Compensation 2016 Omnibus Incentive Plan The Sun BioPharma, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”) was adopted by our Board of Directors in March 2016 and approved by our stockholders at our annual meeting of stockholders on May 17, 2016. The 2016 Plan permits the granting of incentive and non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other stock awards to eligible employees, directors and consultants. We grant options to purchase shares of common stock under the 2016 Plan at no less than the fair market value of the underlying common stock as of the date of grant. Options granted under the Plan have a maximum term of ten years. Under the Plan, a total of 15,000,000 shares of common stock are reserved for issuance. As of June 30, 2016, no awards were outstanding under the 2016 Plan. 2011 Stock Option Plan The Sun BioPharma, Inc. 2011 Stock Option Plan (the “2011 Plan”) was adopted by the our Board of Directors in September, 2011 and approved by our stockholders in January, 2012. In conjunction with stockholder approval of the 2016 Plan, the Board terminated the 2011 Plan, although awards outstanding under the 2011 Plan will remain outstanding in accordance with and pursuant to the terms thereof. Options granted under the 2011 Plan have a maximum term of ten years and generally vest over zero to two years for employees. As of June 30, 2016, options to purchase 3,163,600 shares of common stock remained outstanding under the 2011 Plan. We recognize stock-based compensation based on the value of the portion of awards that are ultimately expected to vest. Guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of a surrendered option. We will re-evaluate this estimate periodically and adjust the forfeiture rate on a prospective basis as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that actually vest. There were no options granted during the six months ended June 30, 2016. | 9 . Share-Based Compensation The Sun BioPharma, Inc. 2011 Stock Option Plan (the “Plan”) was adopted by the SBR Board of Directors in September, 2011 and approved by SBR shareholders in January, 2012. We assumed the Plan as part of the Merger. The Plan permits the granting of incentive and non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other stock awards to eligible employees, directors and consultants. We grant options to purchase shares of common stock under the Plan at no less than the fair market value of the underlying common stock as of the date of grant. Options granted under the Plan have a maximum term of ten years and generally vest over zero to two years for employees. Under the Plan, a total of 14,000,000 shares of common stock were originally reserved for issuance. As of December 31, 2015, 5,722,264 shares remained available for the issuance of future grants under the Plan and options to purchase 3,463,600 shares of common stock were outstanding under the Plan. We recognize share-based compensation based on the value of the portion of awards that are ultimately expected to vest. Guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of a surrendered option. We will re-evaluate this estimate periodically and adjust the forfeiture rate on a prospective basis as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that actually vest. A summary of option activity is as follows: Shares Underlying Options Weighted Average Exercise Price Per Share Options outstanding at December 31, 2013 6,851,352 $ 0.24 Granted 780,000 0.24 Exercised (2,143,600 ) 0.23 Cancelled — — Forfeitures — — Options outstanding at December 31, 2014 5,487,752 $ 0.24 Granted 5,340,000 0.32 Exercised (2,590,536 ) 0.20 Cancelled (4,773,616 ) 0.22 Forfeitures — — Options outstanding at December 31, 2015 3,463,600 $ 0.27 Options exercisable at December 31, 2015 3,463,600 $ 0.27 A summary of the status of our unvested shares during the year ended and as of December 31, 2015 is as follows: Shares Under Option Weighted Average Grant-Date Fair Value Unvested at December 31, 2014 2,224 $ 0.06 Granted 5,340,000 0.18 Vested (5,342,224 ) 0.18 Forfeitures — — Unvested at December 31, 2015 — $ — Information about stock options outstanding, vested and expected to vest as of December 31, 2015, is as follows: Outstanding, Vested and Expected to Vest Options Vested Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $ 0.09 – 0.11 563,600 6.85 $ 0.10 563,600 6.85 0.23 – 0.25 460,000 8.11 0.25 460,000 8.11 0.32 2,440,000 9.18 0.32 2,440,000 9.18 3,463,600 8.66 $ 0.27 3,463,600 8.66 The cumulative grant date fair value of employee options vested during the years ended December 31, 2015 and 2014 was $933,000 and $105,000, respectively. Total proceeds received for options exercised during the years ended December 31, 2015 and 2014 were $693,000 and $493,000, respectively. The assumptions used in calculating the fair value under the Black-Scholes option valuation model are set forth in the following table for options issued by the Company for the years ended December 31, 2015, 2014 and 2013: 2015 2014 Common stock fair value $0.32 $0.11 - $0.23 Risk-free interest rate 1.57% - 1.61% 0.75% - 1.76% Expected dividend yield 0% 0% Expected option life (years) 5.0 5.0 Expected stock price volatility 62.60% - 64.59% 69.37% - 70.93% Nonemployee Stock-Based Compensation We account for stock options granted to nonemployees in accordance with FASB ASC 505. In connection with stock options granted to nonemployees, which were fully vested upon issuance, we recorded $70,000 and $26,000 for nonemployee stock-based compensation during the years ended December 31, 2015 and 2014, respectively. Stock-Based Payments In the first quarter of 2015, our Board of Directors authorized the issuance of 132,964 shares of our common stock to two vendors who agreed to provide services to the Company upon terms that provided for a portion of their consideration to be paid in shares of our common stock. The fair value of each share of common stock was determined by our Board of Directors, and accordingly, we recorded an expense of $42,000. In the first quarter of 2014, we engaged an outside consultant to provide certain services to us upon terms that provided for a portion of the consideration to be paid in shares of our common stock. In conjunction with this agreement, our Board of Directors authorized the issuance of 400,000 shares of our common stock. The fair value of each share of common stock was determined by our Board of Directors, and accordingly, we recorded an expense of $91,000. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 10 . Income Taxes We have incurred net operating losses since inception. We have not reflected the benefit of net operating loss carryforwards in the accompanying financial statements and have established a full valuation allowance against our deferred tax assets. At December 31, 2015 and 2014, the Company had an income tax receivable of $733,000 and $108,000, respectively, comprised of refundable tax credits related to research and development activities of our subsidiary Sun BioPharma Australia Pty Ltd. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating losses and tax credit carryforwards. The significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 201 5 201 4 Deferred tax assets: Net operating loss carryforwards $ 3,395 $ 2,395 Research credit carryforwards 236 152 Accrued expenses — 35 Share-based compensation 148 38 Other 32 — Total deferred tax assets 3,811 2,620 Valuation allowance (3,811 ) (2,620 ) Net deferred tax asset $ — $ — Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income within the carry-forward period. Because of our history of operating losses, management believes that the deferred tax assets arising from the above-mentioned future tax benefits are currently not likely to be realized and, accordingly, we have provided a full valuation allowance. The net valuation allowance increased by $1.2 million and $1.3 million for the years ended December 31, 2015 and 2014, respectively. A reconciliation of the statutory tax rates and the effective tax rates is as follows: Year Ended December 31, 2015 2014 Statutory rate 34.0% 34.0% Permanent differences (10.3) (1.6) State and local income taxes 0.1 — Credits and other (0.1) 6.1 State tax rate true-up 5.3 — Valuation allowance (29.0) (38.5) Effective rate 0.0% 0.0% Net operating losses and tax credit carryforwards as of December 31, 2015, are as follows: Amount (In thousands) Expiration Years Net operating losses—federal $ 9,935 Beginning 2031 Tax credits—federal 236 Beginning 2041 Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “IRC”), and similar state provisions. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the IRC has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change. The Company is subject to taxation in the United States and Australia. Tax returns, since the inception of Sun BioPharma, Inc. in 2011 and thereafter, are subject to examinations by federal and state tax authorities and may change upon examination. Tax returns of Sun BioPharma Australia Pty Ltd. for the year ended December 31, 2013 and thereafter are subject to examination by the Australian tax authorities. |
Note 11 - Subsequent Event
Note 11 - Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 1 1 . Subsequent Event On January 4, 2016, we enrolled the first patient in our Phase 1 clinical trial of SBP-101 in patients with previously treated pancreatic cancer. Under the terms of our License Agreement with the University of Florida Research Foundation, a milestone obligation of $50,000 is due and payable based upon this first enrollment and accordingly we recorded this obligation as a license expense as of this date. Due to our current financial condition, we have requested, and UFRF has agreed, to provide us 90 day payment terms for this obligation. |
Note 1 - Business27
Note 1 - Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Business Sun BioPharma, Inc. and its wholly-owned subsidiary Sun BioPharma Australia Pty Ltd. (collectively “we,” “us,” “our,” and the “Company”) exist for the primary purpose of advancing the commercial development of a proprietary polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis. We have exclusively licensed the worldwide rights to this compound, which has been designated as SBP-101, from the University of Florida Research Foundation, Inc. (“UFRF”). | 1. Business Sun BioPharma, Inc., formerly known as Cimarron Medical, Inc., (“Cimarron”) and its wholly-owned subsidiaries, Sun BioPharma Research, Inc. (“SBR”) and Sun BioPharma Australia Pty Ltd. (“SBA” and collectively with Cimarron and SBR, “we,” “us,” “our,” and the “Company”) exist for the primary purpose of advancing the commercial development of a proprietary polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis. We have exclusively licensed the worldwide rights to this compound, which has been designated as SBP-101, from the University of Florida Research Foundation, Inc. (“UFRF”). SBR was incorporated under the laws of the State of Delaware on September 21, 2011. Sun BioPharma Australia Pty Ltd was established on May 24, 2013, and incorporated under the laws of Australian Securities and Investments Commission. SBR entered into an Agreement and Plan of Merger with Cimarron and SB Acquisition Corporation, a wholly owned subsidiary of Cimarron, on June 12, 2015. The merger of SB Acquisition Corporation with and into SBR on September 4, 2015 (the “Merger”) resulted in all of the issued and outstanding common stock of SBR being converted into the right to receive an aggregate of 28,442,484 shares of Cimarron’s common stock, representing four shares of Cimarron common stock for every one share of SBR common stock cancelled in the Merger. As a result of this transaction, former SBR shareholders owned approximately 98.8% of the outstanding capital stock of Cimarron. Concurrent with the completion of the Merger, Cimarron’s name was changed to “Sun BioPharma, Inc.” Under accounting principles generally accepted in the United States (“GAAP”), SBR was deemed to be the acquirer for accounting purposes because its legacy shareholders owned a substantial majority of the issued and outstanding shares of Cimarron’s common stock after the Merger. Further, as Cimarron’s business operations and net assets, at the time of the Merger, were nominal relative to SBR’s business operations and net assets, we have accounted for the Merger as a capital transaction and the activity presented in these financial statements represents the current and historical operations of SBR. All share and per share amounts included in these Notes are presented on an as converted basis, which gives effect to the exchange of four shares of Cimarron common stock for every one share of SBR common stock. See Note 8 for additional information regarding the Merger. |
Note 2 - Risks and Uncertaint28
Note 2 - Risks and Uncertainties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Nature of Operations [Text Block] | 2. Risks and Uncertainties We operate in a highly regulated and competitive environment. The development, manufacturing and marketing of pharmaceutical products require approval from, and are subject to ongoing oversight by, the Food and Drug Administration (“FDA”) in the United States, the Therapeutic Goods Administration (“TGA”) in Australia, the European Medicines Agency (“EMA”) in the European Union, and comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years, and is normally expected to involve substantial expenditures. We have incurred losses of $15.5 million since our inception in 2011. For the six months ended June 30, 2016, we incurred a net loss and negative cash flows from operating activities of $1.8 million and $631,000, respectively. We expect to incur substantial losses for the foreseeable future, which will continue to generate negative cash flows from operating activities, as we continue to pursue research and development activities and seek to commercialize our initial product candidate, SBP-101 . As of June 30, 2016, we had cash and cash equivalents of $1.9 million, working capital of $419,000 and stockholders’ deficit of $2.6 million. The Company’s principal sources of cash have historically included the issuance of convertible debt and equity securities. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed | 2. Risks and Uncertainties The Company operates in a highly regulated and competitive environment. The development, manufacturing and marketing of pharmaceutical products require approval from, and are subject to ongoing oversight by, the Food and Drug Administration (“FDA”) in the United States, the Therapeutic Goods Administration (“TGA”) in Australia, the European Medicines Agency (“EMA”) in the European Union, and comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years, and is normally expected to involve substantial expenditures. We have incurred losses of $13.7 million since SBR’s inception in 2011. For the year ended December 31, 2015, we incurred a net loss and negative cash flows from operating activities of $4.9 million and $3.9 million, respectively. We expect to incur substantial losses for the foreseeable future, which will continue to generate negative net cash flows from operating activities, as we continue to pursue research and development activities and seek to commercialize our primary product candidate, SBP-101 . As of December 31, 2015, we had cash and cash equivalents of $925,000, working capital of $357,000 and shareholders’ deficit of $2.7 million. We believe our cash and cash equivalents as of December 31, 2015, will be sufficient to fund our planned operations through the first quarter of 2016. The Company’s principal sources of cash have included the issuance of convertible debt and equity securities. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business and do not include any adjustments relating to the recoverability or classification of assets or the amounts of liabilities that might result from the outcome of these uncertainties. Our ability to continue as a going concern, realize the carrying value of our assets and discharge our liabilities in the ordinary course of business is dependent upon a number of factors, including our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-101 product candidate in the United States, Australia, the European Union or other markets and ultimately our ability to market and sell our SBP-101 product candidate. These factors, among others, raise substantial doubt about our ability to continue operations as a going concern. See Note 3 entitled “Liquidity and Management’s Plans.” |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 3. Basis of Presentation We have prepared the accompanying interim condensed consolidated financial statements in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. These interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods and as of the dates presented. Our fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2015 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 8, 2016 and our other filings with the SEC. The nature of our business is such that the results of any interim period may not be indicative of the results to be expected for future interim periods or for the entire year. Recently Adopted Accounting Pronouncement In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt rather than as an asset. In 2016, the company retrospectively adopted this update, as required, and the amounts reclassified from other assets to long-term debt on the condensed consolidated balance sheets. These reclassifications did not impact net income. Recently Issued Accounting Pronouncement In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in the Accounting Standards Codification Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2016-02 to have a material impact on its Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Stock-Based Payment Accounting. The guidance in ASU 2016-09 is intended to simplify certain aspects of the accounting for employee stock-based payments, including the accounting for income taxes, forfeitures, statutory withholding requirements, and classification on the statement of cash flows. The standard is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact of this standard on our financial condition and results of operations. |
Note 4 - Liquidity and Manageme
Note 4 - Liquidity and Management Plans | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Substantial Doubt about Going Concern [Text Block] | 4. Liquidity and Management Plans We will need to obtain additional funds to continue our operations and execute our current business plans. We may seek to raise additional funds through various sources, such as equity and debt financings, or through strategic collaborations and license agreements. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data is inconclusive or not positive or economic conditions worsen in the market as a whole or in the pharmaceutical or biotechnology markets individually. On March 1, 2016 we instituted substantial salary deferrals for all senior employees in order to conserve cash. If we are unable to obtain additional financing when needed, we will need to reduce our operations by taking actions that may include, among other things, reducing use of outside professional service providers, reducing staff or further reducing staff compensation, significantly modifying or delaying the development of our SBP-101 product candidate , licensing rights to third parties, including the right to commercialize our SBP-101 product candidate for pancreatic cancer, acute pancreatitis or other applications that we would otherwise seek to pursue, or discontinuing operations entirely. On May 5, 2016, we received a $772,000 tax rebate under the Australian R&D Incentive Rebate program In June 2016, pursuant to Securities Purchase Agreements, we received aggregate gross proceeds of $1,755,000 from two June closings under these private placement transactions. See “Private Placement” in note 9 for additional information. Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-101 product candidate in the United States or other markets and ultimately our ability to market and sell our SBP-101 product candidate . If we are unable to obtain additional financing when needed, if our clinical trials are not successful or if we are unable to obtain marketing approval, we would not be able to continue as a going concern and would be forced to cease operations and liquidate our company. There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current stockholders. | 3. Liquidity and Management Plans We will need to seek additional sources of funds to support our current business plans. We may seek to raise additional funds through various sources, such as equity and debt financings, or through strategic collaborations and license agreements. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data is not positive or economic and market conditions deteriorate. If we are unable to obtain additional financing when needed, we would need to scale back our operations taking actions that may include, among other things, reducing use of outside professional service providers, reducing staff or staff compensation, significantly modify or delay the development of our SBP-101 product candidate , license to third parties the rights to commercialize our SBP-101 product candidate for pancreatic cancer, acute pancreatitis or other applications that we would otherwise seek to pursue, or cease operations. Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our SBP-101 product candidate in the United States or other markets and ultimately our ability to market and sell our SBP-101 product candidate . If we are unable to obtain additional financing when needed, if our clinical trials are not successful, if we are unable to obtain marketing approval, we would not be able to continue as a going concern and would be forced to cease operations and liquidate our company. There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current shareholders. |
Note 5 - Summary of Significant
Note 5 - Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Significant Accounting Policies [Text Block] | 5. Summary of Significant Accounting Policies Principles of consolidation The accompanying condensed consolidated financial statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Debt issuance costs Costs associated with the issuance of debt instruments are capitalized and presented as a direct deduction from the carrying amount of the related debt liability. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the debt agreements and are included in interest expense. Research and development costs Research and development costs to date have consisted primarily of expenses incurred for third-party service providers monitoring and accumulating data related to our preclinical and clinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of SBP-101 for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our SBP-101 product candidate; and costs to license and maintain our licensed intellectual property. Moving forward, research and development expenditures will shift to focus on costs related to the execution of human clinical trials and related efforts to obtain regulatory approval for SBP-101. We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from contract research organizations (“CROs”). Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO. All material CRO contracts are terminable by us upon written notice and we are generally only liable for actual effort expended by the CROs and certain non-cancelable expenses incurred at any point of termination We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license. Fair Value Determination of the Company’s Common Stock Prior to becoming a public company in September 2015, determining the fair value per share or our common stock for use in estimating the fair values of stock-based payments required complex and subjective judgments. The Company used the implied valuations based upon the terms from our sales of convertible notes payable to estimate our enterprise value for the dates on which these transactions occurred. The estimated enterprise values considered certain discounts related to control and lack of marketability. Our board of directors also considered the estimated fair value of our common stock in relation to a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Our board of directors also retained an independent financial valuation firm to provide independent estimates of our enterprise value. Until an active trading market develops for our common stock, estimating the fair value per share of our common stock will continue to be highly subjective. There is inherent uncertainty in these estimates. Stock-based compensation Stock-based incentive awards are accounted for under the provisions of FASB ASC 718, Compensation — Stock Compensation, which requires companies to measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation cost is recognized ratably using the straight-line attribution method over the expected vesting period, which is considered to be the requisite service period. The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility is based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public biotechnology companies. The assumed dividend yield is zero, as we do not expect to declare any dividends in the foreseeable future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term. Foreign currency translation adjustments The functional currency of Sun BioPharma Australia Pty Ltd is the Australian Dollar (“AUD”). Accordingly, assets and liabilities, and equity transactions of Sun BioPharma Australia Pty Ltd are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss presented within the stockholders’ deficit. During the six-month periods ended June 30, 2016 and 2015, any reclassification adjustments from accumulated other comprehensive loss to operations was inconsequential. | 4. Summary of Significant Accounting Policies Basis of Presentation We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year ends on December 31. Use of estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of consolidation The accompanying consolidated financial statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with original maturities of three months or less. The carrying value of these instruments approximates fair value. We have not experienced any losses in our cash and cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the company to significant concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are primarily deposited in demand and money market accounts. At times, such deposits may be in excess of insured limits. Investments in money market funds are not considered to be bank deposits and are not insured or guaranteed by the federal deposit insurance company or other government agencies. These money market funds seek to preserve the value of the investment at $1.00 per share; however, it is possible to lose money investing in these funds. The Company has not experienced any losses on its deposits of cash and cash equivalents. Short-term investments We consider all investments with maturities greater than three months and less than one year at the time of purchase as short-term investments. At December 31, 2014, short-term investments consisted of a mutual fund investment reported at fair value. We seek to manage our investments to achieve our goal of preserving principal and maintaining adequate liquidity at all times. Short-term investments are considered trading securities by the company. As such, unrealized gains and losses are included in earnings and recorded as interest income in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates, for each of the jurisdictions in which the Company operates, expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has provided a full valuation allowance against the gross deferred tax assets as of December 31, 2015 and 2014. See Note 10 for additional information. The Company’s policy is to classify interest and penalties related to income taxes as income tax expense in the Consolidated Statements of Operations and Comprehensive Loss. Debt issuance costs Costs associated with the issuance of debt instruments are capitalized. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the debt agreements and are included in interest expense. Research and development costs Research and development costs to date have consisted primarily of expenses incurred for third-party service providers monitoring and accumulating data related to our preclinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of SBP-101 for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our SBP-101 product candidate ; and costs to license and maintain our licensed intellectual property. Moving forward, research and development expenditures will shift to focus on costs related to the execution of human clinical trials and related efforts to obtain regulatory approval for SBP-101. We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from contract research organizations (“CROs”). Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO. We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license. Fair value determination of the company’s common stock Prior to becoming a public company, determining the fair value per share or our common stock for use in estimating the fair values of share based payments required making complex and subjective judgments. The Company used the implied valuations based upon the terms from our sales of convertible notes payable to estimate our enterprise value for the dates on which these transactions occurred. The estimated enterprise values considered certain discounts related to control and lack of marketability. Our Board of Directors also considered the estimated fair value of our common stock in relation to a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Our board of directors also retained an independent financial valuation firm to provide independent estimates of our enterprise value. Until an active trading market develops for our common stock, estimating the fair value per share of our common stock will continue to be highly subjective. There is inherent uncertainty in these estimates. Share-based compensation In accounting for share-based incentive awards we measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation cost is recognized ratably using the straight-line attribution method over the expected vesting period, which is considered to be the requisite service period. The fair value of share-based awards is estimated at the date of grant using the Black-Scholes option pricing model. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility and forfeiture rates are based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public biotechnology companies. The assumed dividend yield is zero, as we do not expect to declare any dividends in the foreseeable future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term. Foreign Currency Translation The functional currency of Sun BioPharma Australia Pty Ltd is the Australian Dollar (“AUD”). Accordingly, assets and liabilities, and equity transactions of Sun BioPharma Australia Pty Ltd are translated into U.S. dollars at period-end exchange rates. Expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2015 and 2014, any reclassification adjustments from accumulated other comprehensive loss to operations were inconsequential. Comprehensive Loss Comprehensive loss consists of our net loss and the effect of foreign currency translation. Net Loss per Share We compute net loss per share by dividing our net loss (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share, or EPS, is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Diluted EPS is the same as basic EPS due to common equivalent shares being excluded from the calculation, as their effect is anti-dilutive. The following table summarizes our calculation of net loss per common share for the periods (in thousands, except share and per share data): December 31, 2015 2014 Net loss $ (4,927 ) $ (3,531 ) Weighted average shares outstanding—basic and diluted 14,073,174 5,109,644 Basic and diluted net loss per share $ (0.35 ) $ (0.69 ) The following outstanding potential common shares were not included in the diluted net loss per share calculations as their effects were not dilutive: Year Ended December 31, 2015 2014 Employee and non-employee stock options 3,463,600 5,487,752 Common shares issuable upon conversion of notes payable 2,466,667 2,666,668 Common shares issuable under common stock purchase warrants 2,550,000 4,550,000 8,480,267 12,704,420 Recently Issued Accounting Pronouncement In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. This presentation will result is debt issuance cost being presented the same way debt discounts have historically been handled. The ASU does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2015 (our fiscal 2016). We plan to adopt this guidance in our fiscal year beginning on January 1, 2016 and do not expect the adoption of ASU 2015-03 to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its Consolidated Financial Statements |
Note 6 - Accrued Liabilities
Note 6 - Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Accrued Liabilities [Text Block] | 6. Accrued Liabilities Accrued liabilities consist of the following (in thousands): June 30, 2016 December 31, 2015 Deferred payroll and related expenses $ 325 $ 169 Product and process development expenses 231 259 Professional services 42 75 Clinical trial related expense 42 — Other 3 2 Total accrued liabilities $ 643 $ 505 |
Note 7 - Debt Issuance Costs
Note 7 - Debt Issuance Costs | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 7. Debt issuance costs The following table summarizes the deferred financing costs which are presented as a direct deduction from the carrying amount of their related debt liabilities (in thousands): June 30, 2016 December 31, 2015 Convertible Notes Payable Long-Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 2,775 $ 300 $ 2,775 $ 300 Deferred financing costs 105 37 105 37 Accumulated Amortization (52 ) (28 ) (40 ) (26 ) Unamortized balance 53 9 65 11 Loan amount, net $ 2,722 $ 291 $ 2,712 $ 287 We recorded amortization of debt issuance costs of $14,000 for both of the six month periods ended June 30, 2016 and 2015. | 6. Indebtedness Long-term debt On October 26, 2012, SBR entered into an unsecured loan agreement (the ”Agreement”) with the Institute for Commercialization of Public Research, Inc. (the "Institute"). Under the terms of the agreement, SBR borrowed $300,000 at a fixed interest rate of 4.125%. No principal or interest payments are due until the maturity date, October 26, 2017, unless a mandatory repayment event occurs. A mandatory repayment event includes, (i) a liquidity event defined as a sale of all or substantially all of the assets of SBR; a merger, consolidation, share exchange or similar transaction as a result of which the persons holding SBR equity constituting a majority of the outstanding equity by voting power or economic participation immediately prior to the transaction hold less than a majority of such voting power or economic participation immediately after such transaction; or a sale or transfer of outstanding equity of SBR in a transaction as a result of which the persons holding SBR equity constituting a majority of the outstanding equity by voting power or economic participation immediately prior to the transaction hold less than a majority of such voting power or economic participation immediately after such transaction, (ii) an event of default, (iii) a failure to maintain a Florida base of operations for more than 6 months, (iv) a sale or transfer of licensed technology, (v) any false representation to the Institute, (vi) a violation of law by SBR or one of its principal officers, or (vii) an achievement of aggregate revenues during any fiscal year of more than $4,000,000 from sales of products and/or services. The Long-term debt was assumed by Cimarron in connection with the Merger. Demand notes payable In conjunction with the Merger, and after giving effect to the disposition of the nominal business operations of Cimarron on September 28, 2015, we assumed $250,000 of unsecured demand notes that were previously issued by Cimarron. These demand notes have no stated interest rate or maturity date and accordingly are reported as current liabilities in our consolidated balance sheet. See Note 9 below for additional information regarding the Merger. Convertible notes payable In the fourth quarter of 2013, SBR initiated an offering of convertible promissory notes (the “Convertible Notes” or “New Notes”). In total, gross proceeds raised were $3.1 million of which $700,000 and $2.4 million were raised in December 2013 and January 2014, respectively. The Convertible Notes accrue interest at 5% per year, payable quarterly, are convertible into shares of common stock at $1.125 per share at the option of the holder and mature in December 2018. Sale of the New Notes was contingent upon (i) the conversion of $2.3 million of then outstanding convertible notes (the “Old Notes”) into common stock at $0.25 per share, (ii) fixing the number of warrants issuable to the holders of the Old Notes at 50% of the then then outstanding convertible notes, with those warrants exercisable at $0.25 per share, (iii) the issuance of employment agreements to the four individuals leading the new financing round, providing compensation in the form of option grants, and (iv) raising a minimum of $3,000,000 from the sale of the New Notes. These conditions were satisfied in January 2014, however management, having received verbal commitments for $3.0 million of New Note subscriptions on December 27, 2013, concluded that the satisfaction of the conditions for the sale of the New Notes was probable of being achieved, recorded the conversion of the Old Notes, and accrued but unpaid interest, into common stock on that date, in accordance with accounting principles generally accepted in the United States of America. Conversion of the Old Notes and related accrued interest resulted in the issuance of 9,639,116 shares of SBR common stock, and warrants to purchase a total of 4,650,000 shares of SBR common stock at $0.25 per share. These stock purchase warrants expire on December 27, 2023. In 2015 and 2014, holders of the Convertible Notes converted $225,000 and $100,000, respectively, plus accrued interest, into 200,776 and 90,020 shares, respectively, of SBR common stock. In addition, in 2015 and 2014, 2,000,000 and 100,000, respectively, warrants were exercised. See Note 8 for additional information. The Convertible Notes were assumed by Cimarron in connection with the Merger. See Note 8 for more information regarding treatment of the Convertible Notes in the Merger |
Note 8 - Net Loss Per Share
Note 8 - Net Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 8. Net Loss P er Share The following table summarizes our calculation of net loss per common share for each of the periods presented (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net loss $ (978 ) $ (1,215 ) $ (1,799 ) $ (3,407 ) Weighted average shares outstanding—basic and diluted 30,126,755 6,585,533 30,058,942 6,225,722 Basic and diluted net loss per share $ (0.03 ) $ (0.18 ) $ (0.06 ) $ (0.55 ) The following outstanding potential common shares are not included in diluted net loss per share calculations as their effects would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Employee and non-employee stock options 3,163,600 5,287,736 3,163,600 5,287,736 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,667,443 2,466,667 2,667,443 Common shares issuable under common stock purchase warrants 3,525,500 4,650,000 3,525,500 4,650,000 |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | 9 . Stock holders’ Equity Private Placement In June 2016, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with the purchasers named therein (the “Purchasers”) and closed the transaction governed thereby. Pursuant to the Purchase Agreements, we sold units consisting of a share of common stock and a warrant to purchase one-half of a share of common stock (the “Units”) . A total of 1,951,000 Units were purchased by the Purchasers consisting of an aggregate of 1,951,000 shares of the Company’s common stock (the “Shares”) and warrants (the “Warrants”) to purchase an aggregate of 975,500 shares of the Company’s common stock (the “Warrant Shares”). The purchase price for each Unit was $1.00 and the Warrants are exercisable for a period of five years from the dates of issuance at an exercise price of $1.50 per share. The Company received aggregate gross proceeds of $1,755,000 from two June closings under these private placement transactions and an additional $196,000 was invested by management through the conversion of previously deferred compensation. Pursuant to the Purchase Agreements, we have agreed to use commercial best efforts to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days after the first closing of the private placement transactions for purposes of registering the resale of the Shares and the Warrant Shares. We have also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and legal fees) incident to our obligations under the Purchase Agreements. Stock-Based Payments In the first quarter of 2016, our Board of Directors authorized the issuance of 37,500 shares of our common stock to two vendors who agreed to provide services to the Company upon terms that provided for a portion of their consideration to be paid in shares of our common stock. The fair value of each share of common stock was determined by our Board of Directors, and accordingly, we recorded a charge of $75,000. | 8 . Shareholder s’ Equity Cimarron Medical, Inc. Merger Transaction On June 12, 2015, SBR entered into an Agreement and Plan of Merger (the “Merger”) with Cimarron and SB Acquisition Corporation, a wholly owned subsidiary of Cimarron. The resulting merger of SB Acquisition Corporation with and into SBR on September 4, 2015, resulted in all of the issued and outstanding common stock of SBR being converted into the right to receive an aggregate of 28,442,484 shares of Cimarron’s common stock, representing four shares of Cimarron common stock for every one share of SBR common stock cancelled in the Merger. All of the shares of common stock issued pursuant to the Merger are “restricted securities” under Rule 144. As a result of this transaction, former SBR shareholders owned approximately 98.8% of the outstanding capital stock, giving SBR’s former shareholders substantial control of Cimarron. In connection with the Merger, Cimarron’s Board of Directors and management team were replaced by members of SBR’s Board of Directors and management team and Cimarron’s name was changed to “Sun BioPharma, Inc.” In addition, outstanding options and warrants to purchase SBR common stock before the Merger were converted into options and warrants to purchase an aggregate of 5,043,600 shares and 2,550,000 shares, respectively, of Cimarron’s common stock. Approximately $2.8 million aggregate principal amount of SBR outstanding convertible promissory notes were converted into convertible promissory notes payable by Cimarron and convertible into shares of Cimarron common stock at a rate of $1.125 per share. Immediately prior to the Merger, Cimarron had 1,450,322 shares of common stock outstanding with no other capital stock or rights to acquire additional shares outstanding. Under GAAP, SBR was deemed to be the acquirer for accounting purposes because its former shareholders owned a substantial majority of the issued and outstanding shares of Cimarron’s common stock after the Merger. Further, as Cimarron’s business operations and net assets, at the time of the Merger, were nominal relative to SBR’s business operations and net assets, we have accounted for the Merger as a capital transaction. SBR incurred approximately $325,000 of costs associated with the Merger and assumed $250,000 of demand notes payable, net, after giving effect to the disposition of the legacy business operations of Cimarron, discussed below. The transaction costs for the Merger are included in general and administrative expenses in our Consolidated Statements of Operations and Comprehensive Loss. Sale of Legacy Cimarron Medical Business Operations On September 28, 2015, we sold all of our ownership interest in the legacy business operations of Cimarron, which previously had been contributed to our then wholly owned subsidiary, Cimarron Medical Software, Inc., to Sampleminded, Inc. In exchange, Sampleminded, Inc. agreed to assume our payment obligations under approximately $305,000 of aggregate principal amount of outstanding promissory notes. Authorized Capital Stock Our Amended and Restated Articles of Incorporation, as amended authorize our Company to issue up to 110,000,000 shares of capital stock, with 100,000,000 shares designated as common stock, $.001 par value per share, and the remaining 10,000,000 shares available for designation and issuance as shares of preferred stock, $.001 par value per share. Private Placement Pursuant to the June 12, 2015 Agreement and Plan of Merger, SBR was obligated to undertake efforts to engage in a private placement of its common stock. On September 4, 2015, immediately prior to the closing of the Merger, SBR sold shares of its common stock for total proceeds of $1,513,000, net of offering costs, which shares ultimately resulted in the issuance of an incremental 762,500 shares of Cimarron common stock in the Merger . Warrants In April 2015, the Board of Directors of SBR agreed to reduce the exercise price of outstanding warrants issued in connection with certain notes payable from $0.25 per share to $0.1875 per share. This exercise price modification resulted in the recognition of a deemed dividend of $170,625, which was charged to accumulated deficit and credited to additional paid-in-capital. In 2015, SBR received $375,000 from warrant holders who exercised warrants at the reduced price. In 2014, SBR received $25,000 from warrant exercises. These exercises ultimately resulted in the issuance of an incremental 2,100,000 shares of Cimarron common stock in the Merger. As of December 31, 2015, warrants exercisable for 2,550,000 shares remain outstanding. Shares Reserved Shares of common stock reserved for future issuance are as follows: December 31, 2015 Stock options outstanding 3,463,600 Shares available for grant under equity incentive plan 5,722,264 Common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 2,550,000 Total 14,202,531 |
Note 10 - Stock-Based Compensat
Note 10 - Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes to Financial Statements | ||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10 . Stock -Based Compensation 2016 Omnibus Incentive Plan The Sun BioPharma, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”) was adopted by our Board of Directors in March 2016 and approved by our stockholders at our annual meeting of stockholders on May 17, 2016. The 2016 Plan permits the granting of incentive and non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other stock awards to eligible employees, directors and consultants. We grant options to purchase shares of common stock under the 2016 Plan at no less than the fair market value of the underlying common stock as of the date of grant. Options granted under the Plan have a maximum term of ten years. Under the Plan, a total of 15,000,000 shares of common stock are reserved for issuance. As of June 30, 2016, no awards were outstanding under the 2016 Plan. 2011 Stock Option Plan The Sun BioPharma, Inc. 2011 Stock Option Plan (the “2011 Plan”) was adopted by the our Board of Directors in September, 2011 and approved by our stockholders in January, 2012. In conjunction with stockholder approval of the 2016 Plan, the Board terminated the 2011 Plan, although awards outstanding under the 2011 Plan will remain outstanding in accordance with and pursuant to the terms thereof. Options granted under the 2011 Plan have a maximum term of ten years and generally vest over zero to two years for employees. As of June 30, 2016, options to purchase 3,163,600 shares of common stock remained outstanding under the 2011 Plan. We recognize stock-based compensation based on the value of the portion of awards that are ultimately expected to vest. Guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of a surrendered option. We will re-evaluate this estimate periodically and adjust the forfeiture rate on a prospective basis as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that actually vest. There were no options granted during the six months ended June 30, 2016. | 9 . Share-Based Compensation The Sun BioPharma, Inc. 2011 Stock Option Plan (the “Plan”) was adopted by the SBR Board of Directors in September, 2011 and approved by SBR shareholders in January, 2012. We assumed the Plan as part of the Merger. The Plan permits the granting of incentive and non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other stock awards to eligible employees, directors and consultants. We grant options to purchase shares of common stock under the Plan at no less than the fair market value of the underlying common stock as of the date of grant. Options granted under the Plan have a maximum term of ten years and generally vest over zero to two years for employees. Under the Plan, a total of 14,000,000 shares of common stock were originally reserved for issuance. As of December 31, 2015, 5,722,264 shares remained available for the issuance of future grants under the Plan and options to purchase 3,463,600 shares of common stock were outstanding under the Plan. We recognize share-based compensation based on the value of the portion of awards that are ultimately expected to vest. Guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of a surrendered option. We will re-evaluate this estimate periodically and adjust the forfeiture rate on a prospective basis as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that actually vest. A summary of option activity is as follows: Shares Underlying Options Weighted Average Exercise Price Per Share Options outstanding at December 31, 2013 6,851,352 $ 0.24 Granted 780,000 0.24 Exercised (2,143,600 ) 0.23 Cancelled — — Forfeitures — — Options outstanding at December 31, 2014 5,487,752 $ 0.24 Granted 5,340,000 0.32 Exercised (2,590,536 ) 0.20 Cancelled (4,773,616 ) 0.22 Forfeitures — — Options outstanding at December 31, 2015 3,463,600 $ 0.27 Options exercisable at December 31, 2015 3,463,600 $ 0.27 A summary of the status of our unvested shares during the year ended and as of December 31, 2015 is as follows: Shares Under Option Weighted Average Grant-Date Fair Value Unvested at December 31, 2014 2,224 $ 0.06 Granted 5,340,000 0.18 Vested (5,342,224 ) 0.18 Forfeitures — — Unvested at December 31, 2015 — $ — Information about stock options outstanding, vested and expected to vest as of December 31, 2015, is as follows: Outstanding, Vested and Expected to Vest Options Vested Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $ 0.09 – 0.11 563,600 6.85 $ 0.10 563,600 6.85 0.23 – 0.25 460,000 8.11 0.25 460,000 8.11 0.32 2,440,000 9.18 0.32 2,440,000 9.18 3,463,600 8.66 $ 0.27 3,463,600 8.66 The cumulative grant date fair value of employee options vested during the years ended December 31, 2015 and 2014 was $933,000 and $105,000, respectively. Total proceeds received for options exercised during the years ended December 31, 2015 and 2014 were $693,000 and $493,000, respectively. The assumptions used in calculating the fair value under the Black-Scholes option valuation model are set forth in the following table for options issued by the Company for the years ended December 31, 2015, 2014 and 2013: 2015 2014 Common stock fair value $0.32 $0.11 - $0.23 Risk-free interest rate 1.57% - 1.61% 0.75% - 1.76% Expected dividend yield 0% 0% Expected option life (years) 5.0 5.0 Expected stock price volatility 62.60% - 64.59% 69.37% - 70.93% Nonemployee Stock-Based Compensation We account for stock options granted to nonemployees in accordance with FASB ASC 505. In connection with stock options granted to nonemployees, which were fully vested upon issuance, we recorded $70,000 and $26,000 for nonemployee stock-based compensation during the years ended December 31, 2015 and 2014, respectively. Stock-Based Payments In the first quarter of 2015, our Board of Directors authorized the issuance of 132,964 shares of our common stock to two vendors who agreed to provide services to the Company upon terms that provided for a portion of their consideration to be paid in shares of our common stock. The fair value of each share of common stock was determined by our Board of Directors, and accordingly, we recorded an expense of $42,000. In the first quarter of 2014, we engaged an outside consultant to provide certain services to us upon terms that provided for a portion of the consideration to be paid in shares of our common stock. In conjunction with this agreement, our Board of Directors authorized the issuance of 400,000 shares of our common stock. The fair value of each share of common stock was determined by our Board of Directors, and accordingly, we recorded an expense of $91,000. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year ends on December 31. | |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use of estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Consolidation, Policy [Policy Text Block] | Principles of consolidation The accompanying condensed consolidated financial statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. | Principles of consolidation The accompanying consolidated financial statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with original maturities of three months or less. The carrying value of these instruments approximates fair value. We have not experienced any losses in our cash and cash equivalents. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the company to significant concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are primarily deposited in demand and money market accounts. At times, such deposits may be in excess of insured limits. Investments in money market funds are not considered to be bank deposits and are not insured or guaranteed by the federal deposit insurance company or other government agencies. These money market funds seek to preserve the value of the investment at $1.00 per share; however, it is possible to lose money investing in these funds. The Company has not experienced any losses on its deposits of cash and cash equivalents. | |
Marketable Securities, Policy [Policy Text Block] | Short-term investments We consider all investments with maturities greater than three months and less than one year at the time of purchase as short-term investments. At December 31, 2014, short-term investments consisted of a mutual fund investment reported at fair value. We seek to manage our investments to achieve our goal of preserving principal and maintaining adequate liquidity at all times. Short-term investments are considered trading securities by the company. As such, unrealized gains and losses are included in earnings and recorded as interest income in the accompanying Consolidated Statements of Operations and Comprehensive Loss. | |
Income Tax, Policy [Policy Text Block] | Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates, for each of the jurisdictions in which the Company operates, expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has provided a full valuation allowance against the gross deferred tax assets as of December 31, 2015 and 2014. See Note 10 for additional information. The Company’s policy is to classify interest and penalties related to income taxes as income tax expense in the Consolidated Statements of Operations and Comprehensive Loss. | |
Debt Issuance Costs [Policy Text Block] | Debt issuance costs Costs associated with the issuance of debt instruments are capitalized and presented as a direct deduction from the carrying amount of the related debt liability. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the debt agreements and are included in interest expense. | Debt issuance costs Costs associated with the issuance of debt instruments are capitalized. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the debt agreements and are included in interest expense. |
Research and Development Expense, Policy [Policy Text Block] | Research and development costs Research and development costs to date have consisted primarily of expenses incurred for third-party service providers monitoring and accumulating data related to our preclinical and clinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of SBP-101 for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our SBP-101 product candidate; and costs to license and maintain our licensed intellectual property. Moving forward, research and development expenditures will shift to focus on costs related to the execution of human clinical trials and related efforts to obtain regulatory approval for SBP-101. We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from contract research organizations (“CROs”). Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO. All material CRO contracts are terminable by us upon written notice and we are generally only liable for actual effort expended by the CROs and certain non-cancelable expenses incurred at any point of termination We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license. | Research and development costs Research and development costs to date have consisted primarily of expenses incurred for third-party service providers monitoring and accumulating data related to our preclinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of SBP-101 for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our SBP-101 product candidate ; and costs to license and maintain our licensed intellectual property. Moving forward, research and development expenditures will shift to focus on costs related to the execution of human clinical trials and related efforts to obtain regulatory approval for SBP-101. We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from contract research organizations (“CROs”). Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO. We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Determination of the Company’s Common Stock Prior to becoming a public company in September 2015, determining the fair value per share or our common stock for use in estimating the fair values of stock-based payments required complex and subjective judgments. The Company used the implied valuations based upon the terms from our sales of convertible notes payable to estimate our enterprise value for the dates on which these transactions occurred. The estimated enterprise values considered certain discounts related to control and lack of marketability. Our board of directors also considered the estimated fair value of our common stock in relation to a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Our board of directors also retained an independent financial valuation firm to provide independent estimates of our enterprise value. Until an active trading market develops for our common stock, estimating the fair value per share of our common stock will continue to be highly subjective. There is inherent uncertainty in these estimates. | Fair value determination of the company’s common stock Prior to becoming a public company, determining the fair value per share or our common stock for use in estimating the fair values of share based payments required making complex and subjective judgments. The Company used the implied valuations based upon the terms from our sales of convertible notes payable to estimate our enterprise value for the dates on which these transactions occurred. The estimated enterprise values considered certain discounts related to control and lack of marketability. Our Board of Directors also considered the estimated fair value of our common stock in relation to a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector. Our board of directors also retained an independent financial valuation firm to provide independent estimates of our enterprise value. Until an active trading market develops for our common stock, estimating the fair value per share of our common stock will continue to be highly subjective. There is inherent uncertainty in these estimates. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based compensation Stock-based incentive awards are accounted for under the provisions of FASB ASC 718, Compensation — Stock Compensation, which requires companies to measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation cost is recognized ratably using the straight-line attribution method over the expected vesting period, which is considered to be the requisite service period. The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility is based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public biotechnology companies. The assumed dividend yield is zero, as we do not expect to declare any dividends in the foreseeable future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term. | Share-based compensation In accounting for share-based incentive awards we measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation cost is recognized ratably using the straight-line attribution method over the expected vesting period, which is considered to be the requisite service period. The fair value of share-based awards is estimated at the date of grant using the Black-Scholes option pricing model. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility and forfeiture rates are based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public biotechnology companies. The assumed dividend yield is zero, as we do not expect to declare any dividends in the foreseeable future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency translation adjustments The functional currency of Sun BioPharma Australia Pty Ltd is the Australian Dollar (“AUD”). Accordingly, assets and liabilities, and equity transactions of Sun BioPharma Australia Pty Ltd are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss presented within the stockholders’ deficit. During the six-month periods ended June 30, 2016 and 2015, any reclassification adjustments from accumulated other comprehensive loss to operations was inconsequential. | Foreign Currency Translation The functional currency of Sun BioPharma Australia Pty Ltd is the Australian Dollar (“AUD”). Accordingly, assets and liabilities, and equity transactions of Sun BioPharma Australia Pty Ltd are translated into U.S. dollars at period-end exchange rates. Expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2015 and 2014, any reclassification adjustments from accumulated other comprehensive loss to operations were inconsequential. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Comprehensive loss consists of our net loss and the effect of foreign currency translation. | |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share We compute net loss per share by dividing our net loss (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted earnings per share, or EPS, is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Diluted EPS is the same as basic EPS due to common equivalent shares being excluded from the calculation, as their effect is anti-dilutive. The following table summarizes our calculation of net loss per common share for the periods (in thousands, except share and per share data): December 31, 2015 2014 Net loss $ (4,927 ) $ (3,531 ) Weighted average shares outstanding—basic and diluted 14,073,174 5,109,644 Basic and diluted net loss per share $ (0.35 ) $ (0.69 ) The following outstanding potential common shares were not included in the diluted net loss per share calculations as their effects were not dilutive: Year Ended December 31, 2015 2014 Employee and non-employee stock options 3,463,600 5,487,752 Common shares issuable upon conversion of notes payable 2,466,667 2,666,668 Common shares issuable under common stock purchase warrants 2,550,000 4,550,000 8,480,267 12,704,420 | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncement In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt rather than as an asset. In 2016, the company retrospectively adopted this update, as required, and the amounts reclassified from other assets to long-term debt on the condensed consolidated balance sheets. These reclassifications did not impact net income. Recently Issued Accounting Pronouncement In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in the Accounting Standards Codification Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2016-02 to have a material impact on its Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Stock-Based Payment Accounting. The guidance in ASU 2016-09 is intended to simplify certain aspects of the accounting for employee stock-based payments, including the accounting for income taxes, forfeitures, statutory withholding requirements, and classification on the statement of cash flows. The standard is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact of this standard on our financial condition and results of operations. | Recently Issued Accounting Pronouncement In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. This presentation will result is debt issuance cost being presented the same way debt discounts have historically been handled. The ASU does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2015 (our fiscal 2016). We plan to adopt this guidance in our fiscal year beginning on January 1, 2016 and do not expect the adoption of ASU 2015-03 to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its Consolidated Financial Statements |
Note 4 - Summary of Significa38
Note 4 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes Tables | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net loss $ (978 ) $ (1,215 ) $ (1,799 ) $ (3,407 ) Weighted average shares outstanding—basic and diluted 30,126,755 6,585,533 30,058,942 6,225,722 Basic and diluted net loss per share $ (0.03 ) $ (0.18 ) $ (0.06 ) $ (0.55 ) | December 31, 2015 2014 Net loss $ (4,927 ) $ (3,531 ) Weighted average shares outstanding—basic and diluted 14,073,174 5,109,644 Basic and diluted net loss per share $ (0.35 ) $ (0.69 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Employee and non-employee stock options 3,163,600 5,287,736 3,163,600 5,287,736 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,667,443 2,466,667 2,667,443 Common shares issuable under common stock purchase warrants 3,525,500 4,650,000 3,525,500 4,650,000 | Year Ended December 31, 2015 2014 Employee and non-employee stock options 3,463,600 5,487,752 Common shares issuable upon conversion of notes payable 2,466,667 2,666,668 Common shares issuable under common stock purchase warrants 2,550,000 4,550,000 8,480,267 12,704,420 |
Note 5 - Fair Value of Financ39
Note 5 - Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, 2014 Total Quoted Prices In Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 500 $ 500 $ — $ — |
Note 8 - Shareholders' Equity (
Note 8 - Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Common Stock Reserved for Future Issuance [Table Text Block] | December 31, 2015 Stock options outstanding 3,463,600 Shares available for grant under equity incentive plan 5,722,264 Common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 2,550,000 Total 14,202,531 |
Note 9 - Share-Based Compensa41
Note 9 - Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Shares Underlying Options Weighted Average Exercise Price Per Share Options outstanding at December 31, 2013 6,851,352 $ 0.24 Granted 780,000 0.24 Exercised (2,143,600 ) 0.23 Cancelled — — Forfeitures — — Options outstanding at December 31, 2014 5,487,752 $ 0.24 Granted 5,340,000 0.32 Exercised (2,590,536 ) 0.20 Cancelled (4,773,616 ) 0.22 Forfeitures — — Options outstanding at December 31, 2015 3,463,600 $ 0.27 Options exercisable at December 31, 2015 3,463,600 $ 0.27 |
Schedule of Nonvested Share Activity [Table Text Block] | Shares Under Option Weighted Average Grant-Date Fair Value Unvested at December 31, 2014 2,224 $ 0.06 Granted 5,340,000 0.18 Vested (5,342,224 ) 0.18 Forfeitures — — Unvested at December 31, 2015 — $ — |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Outstanding, Vested and Expected to Vest Options Vested Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $ 0.09 – 0.11 563,600 6.85 $ 0.10 563,600 6.85 0.23 – 0.25 460,000 8.11 0.25 460,000 8.11 0.32 2,440,000 9.18 0.32 2,440,000 9.18 3,463,600 8.66 $ 0.27 3,463,600 8.66 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 Common stock fair value $0.32 $0.11 - $0.23 Risk-free interest rate 1.57% - 1.61% 0.75% - 1.76% Expected dividend yield 0% 0% Expected option life (years) 5.0 5.0 Expected stock price volatility 62.60% - 64.59% 69.37% - 70.93% |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 201 5 201 4 Deferred tax assets: Net operating loss carryforwards $ 3,395 $ 2,395 Research credit carryforwards 236 152 Accrued expenses — 35 Share-based compensation 148 38 Other 32 — Total deferred tax assets 3,811 2,620 Valuation allowance (3,811 ) (2,620 ) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2015 2014 Statutory rate 34.0% 34.0% Permanent differences (10.3) (1.6) State and local income taxes 0.1 — Credits and other (0.1) 6.1 State tax rate true-up 5.3 — Valuation allowance (29.0) (38.5) Effective rate 0.0% 0.0% |
Summary of Operating Loss and Tax Credit Carryforwards [Table Text Block] | Amount (In thousands) Expiration Years Net operating losses—federal $ 9,935 Beginning 2031 Tax credits—federal 236 Beginning 2041 |
Note 6 - Accrued Liabilities (T
Note 6 - Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | June 30, 2016 December 31, 2015 Deferred payroll and related expenses $ 325 $ 169 Product and process development expenses 231 259 Professional services 42 75 Clinical trial related expense 42 — Other 3 2 Total accrued liabilities $ 643 $ 505 |
Note 7 - Debt Issuance Costs (T
Note 7 - Debt Issuance Costs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | June 30, 2016 December 31, 2015 Convertible Notes Payable Long-Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 2,775 $ 300 $ 2,775 $ 300 Deferred financing costs 105 37 105 37 Accumulated Amortization (52 ) (28 ) (40 ) (26 ) Unamortized balance 53 9 65 11 Loan amount, net $ 2,722 $ 291 $ 2,712 $ 287 |
Note 8 - Net Loss Per Share (Ta
Note 8 - Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Notes Tables | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net loss $ (978 ) $ (1,215 ) $ (1,799 ) $ (3,407 ) Weighted average shares outstanding—basic and diluted 30,126,755 6,585,533 30,058,942 6,225,722 Basic and diluted net loss per share $ (0.03 ) $ (0.18 ) $ (0.06 ) $ (0.55 ) | December 31, 2015 2014 Net loss $ (4,927 ) $ (3,531 ) Weighted average shares outstanding—basic and diluted 14,073,174 5,109,644 Basic and diluted net loss per share $ (0.35 ) $ (0.69 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Employee and non-employee stock options 3,163,600 5,287,736 3,163,600 5,287,736 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,667,443 2,466,667 2,667,443 Common shares issuable under common stock purchase warrants 3,525,500 4,650,000 3,525,500 4,650,000 | Year Ended December 31, 2015 2014 Employee and non-employee stock options 3,463,600 5,487,752 Common shares issuable upon conversion of notes payable 2,466,667 2,666,668 Common shares issuable under common stock purchase warrants 2,550,000 4,550,000 8,480,267 12,704,420 |
Note 1 - Business (Details Text
Note 1 - Business (Details Textual) | Sep. 04, 2015shares |
Merger, Number of Shares Called by Rights | 28,442,484 |
Merger, Number of Shares For Every Cancelled Share | 4 |
Merger Agreement, Ownership Percentage by Former Shareholders | 98.80% |
Note 2 - Risks and Uncertaint47
Note 2 - Risks and Uncertainties (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 60 Months Ended | 66 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2013 | |
Net Income (Loss) Attributable to Parent | $ (978,000) | $ (1,215,000) | $ (1,799,000) | $ (3,407,000) | $ (4,927,000) | $ (3,531,000) | $ (13,700,000) | $ (15,500,000) | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (631,000) | (2,141,000) | (3,897,000) | (3,343,000) | |||||
Cash and Cash Equivalents, at Carrying Value | 1,898,000 | $ 1,005,000 | 1,898,000 | $ 1,005,000 | 925,000 | 1,654,000 | 925,000 | 1,898,000 | $ 2,694,000 |
Working Capital | 419,000 | 419,000 | 357,000 | 357,000 | 419,000 | ||||
Stockholders' Equity Attributable to Parent | $ (2,639,000) | $ (2,639,000) | $ (2,681,000) | $ (1,316,000) | $ (2,681,000) | $ (2,639,000) | $ 1,413,000 |
Note 4 - Summary of Significa48
Note 4 - Summary of Significant Accounting Policies (Details Textual) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Money Market Funds, Price per Share Sought to Maintain | $ 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Note 4 - Calculation of Net Los
Note 4 - Calculation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 60 Months Ended | 66 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | |
Net Income (Loss) Attributable to Parent | $ (978,000) | $ (1,215,000) | $ (1,799,000) | $ (3,407,000) | $ (4,927,000) | $ (3,531,000) | $ (13,700,000) | $ (15,500,000) |
Weighted average shares outstanding—basic and diluted (in shares) | 30,126,755 | 6,585,533 | 30,058,942 | 6,225,722 | 14,073,174 | 5,109,644 | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.03) | $ (0.18) | $ (0.06) | $ (0.55) | $ (0.35) | $ (0.69) |
Note 4 - Anti-dilutive Securiti
Note 4 - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Compensation Plan [Member] | ||||||
Anti-dilutive securities (in shares) | 3,163,600 | 5,287,736 | 3,163,600 | 5,287,736 | 3,463,600 | 5,487,752 |
Convertible Debt Securities [Member] | ||||||
Anti-dilutive securities (in shares) | 2,466,667 | 2,667,443 | 2,466,667 | 2,667,443 | 2,466,667 | 2,666,668 |
Warrant [Member] | ||||||
Anti-dilutive securities (in shares) | 3,525,500 | 4,650,000 | 3,525,500 | 4,650,000 | 2,550,000 | 4,550,000 |
Anti-dilutive securities (in shares) | 8,480,267 | 12,704,420 |
Note 5 - Summary of Financial A
Note 5 - Summary of Financial Assets (Details) - Money Market Funds [Member] $ in Millions | Dec. 31, 2014USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Money market funds | $ 0.5 |
Fair Value, Inputs, Level 3 [Member] | |
Money market funds | |
Money market funds | $ 0.5 |
Note 6 - Indebtedness (Details
Note 6 - Indebtedness (Details Textual) - USD ($) | Dec. 31, 2013 | Oct. 26, 2012 | Jan. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Sep. 04, 2015 |
Institute [Member] | ||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.125% | |||||||||
Loan Agreement Terms, Duration of Operations | 180 days | |||||||||
Loan Agreement Terms, Revenues Threshold | $ 4,000,000 | |||||||||
Convertible Debt [Member] | ||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | $ 1.125 | $ 1.125 | |||||||
Minimum Proceeds from Sale of New Notes | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 200,776 | 90,020 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 225,000 | $ 100,000 | ||||||||
Class of Warrant or Right, Exercised During Period | 2,000,000 | 100,000 | ||||||||
Old Convertible Notes [Member] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.25 | $ 0.25 | $ 0.25 | |||||||
Debt Conversion, Original Debt, Amount | $ 2,300,000 | |||||||||
Class of Warrant or Right, Warrant Coverage of Convertible Notes, Percent | 50.00% | 50.00% | 50.00% | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | $ 0.25 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,639,116 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,650,000 | 4,650,000 | 4,650,000 | |||||||
Short-term Debt | $ 250,000 | $ 250,000 | ||||||||
Proceeds from Convertible Debt | $ 2,400,000 | $ 700,000 | $ 3,100,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,550,000 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 226,000 | $ 101,000 |
Note 7 - Commitments and Cont53
Note 7 - Commitments and Contingencies (Details Textual) - USD ($) | Dec. 22, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 |
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Licensing Agreements [Member] | ||||
Payments to Acquire Intangible Assets | $ 15,000 | |||
Percentage of Stock Issued in Lieu of Cash Payment to Aquire Intangible Assets | 10.00% | |||
Stock Issued During Period, Shares, Purchase of Assets | 800,000 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 20,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Minimum [Member] | ||||
Royalty Fee Percentage of Net Sales | 2.50% | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Maximum [Member] | ||||
Royalty Fee Percentage of Net Sales | 5.00% | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Amount Due 270 Days After Occurrence of First Commercial Sale [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | $ 50,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Amount Due on the First Anniversary Date of First Payment [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | 100,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Amount Due on the Second Anniversary of First Payment [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | 100,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Amount Due on the Third Anniversary and All Subsquent Anniversary Dates of the First Payment [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | 300,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Milestone Payment Upon Enrollment of First Subject in Phase 1 Clinical Trial [Member] | ||||
Milestone Payments | 50,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Milestone Payment Due Upon Enrollment of the First Subject in Phase II Clinical Trial [Member] | ||||
Milestone Payments | 300,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Milestone Payments Due Upon Approval of a New Drug Application [Member] | ||||
Milestone Payments | 3,000,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Milestone Payments Due Upon Approval to Manufacture and Market in Either European Union or Japan [Member] | ||||
Milestone Payments | 2,000,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Milestone Payments Due Upon First Time Annual Net Sales of Licensed Products Reach 100,000,000 [Member] | ||||
Milestone Payments | 1,000,000 | |||
Net Sales Required before Milstone Payments | 100,000,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | Milestone Payments Due Upon the First Time Annual Net Sales of Licensed Product Reaches 500,000,000 [Member] | ||||
Milestone Payments | 3,000,000 | |||
Net Sales Required before Milstone Payments | $ 500,000,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | SBR [Member] | ||||
Share Price | $ 0.025 | |||
Additonal Investment Required to Maintain Ownership Interest | $ 2 | |||
Royalty Term | 10 years | |||
Annual License Maintenance Fee | $ 10,000 | |||
Licensing Agreement with University of Florida Research Foundation [Member] | ||||
Royalty Expense | $ 0 | $ 0 | ||
Milestone Payments | 0 | 0 | ||
Indemnification Agreement [Member] | ||||
Loss Contingency Accrual | $ 0 | $ 0 | ||
Minimum [Member] | SBP - 101 [Member] | ||||
Estimated Time for Approval | 6 years | |||
Minimum [Member] | ||||
Share Price | $ 0.11 | |||
Maximum [Member] | SBP - 101 [Member] | ||||
Estimated Time for Approval | 7 years | |||
Maximum [Member] | ||||
Share Price | $ 0.23 | |||
SBP - 101 [Member] | ||||
Clinical Trial Duration | 2 years | |||
Expected Cost of Approval | $ 200,000,000 | |||
Share Price | $ 0.32 |
Note 8 - Shareholders' Equity54
Note 8 - Shareholders' Equity (Details Textual) - USD ($) | Sep. 28, 2015 | Sep. 04, 2015 | Jun. 30, 2016 | Apr. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 27, 2013 |
SBR [Member] | General and Administrative Expense [Member] | ||||||||||
Business Acquisition, Transaction Costs | $ 325,000 | |||||||||
SBR [Member] | Private Placement [Member] | ||||||||||
Proceeds from Issuance of Common Stock | $ 1,513,000 | |||||||||
SBR [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 2,800,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | |||||||||
Notes Assumed | 250,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.1875 | $ 0.25 | ||||||||
Warrant Exercise Price Adjustment | $ 170,625 | |||||||||
Proceeds from Warrant Exercises | $ 375,000 | $ 25,000 | ||||||||
Cimarron [Member] | ||||||||||
Common Stock, Shares, Outstanding | 1,450,322 | 2,550,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 762,500 | |||||||||
Stock Issued During Period, Shares, Warrants Exercised | 2,100,000 | |||||||||
Sampleminded, Inc. [Member] | ||||||||||
Notes Assumed | $ 305,000 | |||||||||
Private Placement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 975,500 | 975,500 | ||||||||
Stock Issued During Period, Shares, New Issues | 1,951,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | ||||||||
Merger, Number of Shares Called by Rights | 28,442,484 | |||||||||
Merger, Number of Shares For Every Cancelled Share | 4 | |||||||||
Merger Agreement, Ownership Percentage by Former Shareholders | 98.80% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,043,600 | 3,463,600 | 5,487,752 | 6,851,352 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,550,000 | |||||||||
Common Stock, Shares, Outstanding | 31,881,306 | 31,881,306 | 29,892,806 | 5,688,927 | ||||||
Notes Assumed | $ 250,000 | |||||||||
Capital Stock, Shares Authorized | 110,000,000 | |||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 100,000,000 | 20,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 10,000,000 | 5,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Proceeds from Issuance of Common Stock | $ 350,000 | $ 1,513,000 | ||||||||
Proceeds from Warrant Exercises | $ 400,000 | $ 400,000 |
Note 8 - Common Stock Reserved
Note 8 - Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2015shares |
Stock options outstanding (in shares) | 3,463,600 |
Shares available for grant under equity incentive plan (in shares) | 5,722,264 |
Common shares issuable upon conversion of notes payable (in shares) | 2,466,667 |
Common shares issuable under common stock purchase warrants (in shares) | 2,550,000 |
Total (in shares) | 14,202,531 |
Note 9 - Share-Based Compensa56
Note 9 - Share-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 04, 2015 | Dec. 31, 2013 | Sep. 30, 2011 | |
Employee Stock Option [Member] | Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | 0 years | |||||||
Employee Stock Option [Member] | Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | 2 years | |||||||
Employee Stock Option [Member] | Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,722,264 | 14,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,163,600 | 3,463,600 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 933,000 | $ 105,000 | |||||||
Proceeds from Stock Options Exercised | $ 693,000 | $ 493,000 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 14,202,531 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,463,600 | 5,487,752 | 5,043,600 | 6,851,352 | |||||
Proceeds from Stock Options Exercised | $ 762,000 | $ 762,000 | $ 424,000 | ||||||
Allocated Share-based Compensation Expense | $ 42,000 | $ 91,000 | $ 70,000 | $ 26,000 | |||||
Stock Issued During Period, Shares, Issued for Services | 132,964 | 400,000 |
Note 9 - Summary of Option Acti
Note 9 - Summary of Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Options outstanding (in shares) | 5,487,752 | 6,851,352 |
Options outstanding (in dollars per share) | $ 0.24 | $ 0.24 |
Granted (in shares) | 5,340,000 | 780,000 |
Granted (in dollars per share) | $ 0.32 | $ 0.24 |
Exercised (in shares) | (2,590,536) | (2,143,600) |
Exercised (in dollars per share) | $ 0.20 | $ 0.23 |
Options outstanding (in shares) | 3,463,600 | 5,487,752 |
Options outstanding (in dollars per share) | $ 0.27 | $ 0.24 |
Cancelled (in shares) | (4,773,616) | |
Cancelled (in dollars per share) | $ 0.22 | |
Options exercisable at December 31, 2015 (in shares) | 3,463,600 | |
Options exercisable at December 31, 2015 (in dollars per share) | $ 0.27 |
Note 9 - Nonvested Share Activi
Note 9 - Nonvested Share Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Unvested (in shares) | 2,224 | |
Unvested (in dollars per share) | $ 0.06 | |
Granted (in shares) | 5,340,000 | 780,000 |
Granted (in dollars per share) | $ 0.18 | |
Vested (in shares) | (5,342,224) | |
Vested (in dollars per share) | $ 0.18 | |
Forfeitures (in shares) | 0 | |
Forfeitures (in dollars per share) | $ 0 | |
Unvested (in shares) | 0 | 2,224 |
Unvested (in dollars per share) | $ 0 | $ 0.06 |
Note 9 - Options Outstanding (D
Note 9 - Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Exercise Price Range 1 [Member] | |
Per Share Exercise Price, Lower Limit (in dollars per share) | $ / shares | $ 0.09 |
Per Share Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 0.11 |
Outstanding, Vested and Expected to Vest Shares (in shares) | shares | 563,600 |
Outstanding, Vested and Expected to Vest Weighted Average Remaining Contractual Life | 6 years 310 days |
Outstanding, Vested and Expected to Vest Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.10 |
Options Vested Options Exercisable (in shares) | shares | 563,600 |
Options Vested Weighted Average Remaining Contractual Life | 6 years 310 days |
Exercise Price Range 2 [Member] | |
Per Share Exercise Price, Lower Limit (in dollars per share) | $ / shares | $ 0.23 |
Per Share Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 0.25 |
Outstanding, Vested and Expected to Vest Shares (in shares) | shares | 460,000 |
Outstanding, Vested and Expected to Vest Weighted Average Remaining Contractual Life | 8 years 40 days |
Outstanding, Vested and Expected to Vest Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.25 |
Options Vested Options Exercisable (in shares) | shares | 460,000 |
Options Vested Weighted Average Remaining Contractual Life | 8 years 40 days |
Exercise Price Range 3 [Member] | |
Outstanding, Vested and Expected to Vest Shares (in shares) | shares | 2,440,000 |
Outstanding, Vested and Expected to Vest Weighted Average Remaining Contractual Life | 9 years 65 days |
Outstanding, Vested and Expected to Vest Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.32 |
Options Vested Options Exercisable (in shares) | shares | 2,440,000 |
Options Vested Weighted Average Remaining Contractual Life | 9 years 65 days |
Outstanding, Vested and Expected to Vest Shares (in shares) | shares | 3,463,600 |
Outstanding, Vested and Expected to Vest Weighted Average Remaining Contractual Life | 8 years 240 days |
Outstanding, Vested and Expected to Vest Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0.27 |
Options Vested Options Exercisable (in shares) | shares | 3,463,600 |
Options Vested Weighted Average Remaining Contractual Life | 8 years 240 days |
Note 9 - Assumptions Used in Ca
Note 9 - Assumptions Used in Calculating Fair Value of Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | |||
Common stock fair value (in dollars per share) | $ 0.11 | ||
Risk-free interest rate | 1.57% | 0.75% | |
Expected stock price volatility | 62.60% | 69.37% | |
Maximum [Member] | |||
Common stock fair value (in dollars per share) | $ 0.23 | ||
Risk-free interest rate | 1.61% | 1.76% | |
Expected stock price volatility | 64.59% | 70.93% | |
Common stock fair value (in dollars per share) | $ 0.32 | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected option life (years) | 5 years | 5 years |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |||
Open Tax Year | 2,011 | ||
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |||
Open Tax Year | 2,011 | ||
Foreign Tax Authority [Member] | Earliest Tax Year [Member] | Australian Taxation Office [Member] | |||
Open Tax Year | 2,013 | ||
Income Taxes Receivable, Current | $ 733,000 | $ 108,000 | $ 193,000 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,200,000 | $ 1,300,000 |
Note 10 - Deferred Tax Assets (
Note 10 - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,395,000 | $ 2,395,000 |
Research credit carryforwards | 236,000 | 152,000 |
Accrued expenses | 35,000 | |
Share-based compensation | 148,000 | 38,000 |
Other | 32,000 | |
Total deferred tax assets | 3,811,000 | 2,620,000 |
Valuation allowance | (3,811,000) | (2,620,000) |
Net deferred tax asset | $ 0 | $ 0 |
Note 10 - Income Tax Reconcilia
Note 10 - Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statutory rate | 34.00% | 34.00% |
Permanent differences | (10.30%) | (1.60%) |
State and local income taxes | 0.10% | 0.00% |
Credits and other | (0.10%) | 6.10% |
State tax rate true-up | 5.30% | 0.00% |
Valuation allowance | (29.00%) | (38.50%) |
Effective rate | 0.00% | 0.00% |
Note 10 - Net Operating Losses
Note 10 - Net Operating Losses and Tax Credit Carryforwards (Details) - Domestic Tax Authority [Member] $ in Thousands | Dec. 31, 2015USD ($) |
Net operating losses—federal | $ 9,935 |
Tax credits—federal | $ 236 |
Note 11 - Subsequent Event (Det
Note 11 - Subsequent Event (Details Textual) - USD ($) | Jun. 30, 2016 | Jan. 04, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Milestone Payment Upon Enrollment of First Subject in Phase 1 Clinical Trial [Member] | Subsequent Event [Member] | ||||
Accounts Payable, Current | $ 50,000 | |||
Accounts Payable, Current | $ 797,000 | $ 585,000 | $ 297,000 |
Note 2 - Risks and Uncertaint66
Note 2 - Risks and Uncertainties (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 60 Months Ended | 66 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2013 | |
Net Income (Loss) Attributable to Parent | $ (978,000) | $ (1,215,000) | $ (1,799,000) | $ (3,407,000) | $ (4,927,000) | $ (3,531,000) | $ (13,700,000) | $ (15,500,000) | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (631,000) | (2,141,000) | (3,897,000) | (3,343,000) | |||||
Cash and Cash Equivalents, at Carrying Value | 1,898,000 | $ 1,005,000 | 1,898,000 | $ 1,005,000 | 925,000 | 1,654,000 | 925,000 | 1,898,000 | $ 2,694,000 |
Working Capital | 419,000 | 419,000 | 357,000 | 357,000 | 419,000 | ||||
Stockholders' Equity Attributable to Parent | $ (2,639,000) | $ (2,639,000) | $ (2,681,000) | $ (1,316,000) | $ (2,681,000) | $ (2,639,000) | $ 1,413,000 |
Note 4 - Liquidity and Manage67
Note 4 - Liquidity and Management Plans (Details Textual) - USD ($) | May 05, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Sun BioPharma Australia Pty Ltd. [Member] | ||||
Proceeds from Income Tax Refunds | $ 772,000 | |||
Private Placement [Member] | Purchase Agreements [Member] | ||||
Proceeds from Issuance of Private Placement | $ 1,755,000 | |||
Private Placement [Member] | ||||
Proceeds from Issuance of Private Placement | $ 1,755,000 | |||
Proceeds from Issuance of Private Placement | $ 1,603,000 |
Note 5 - Summary of Significa68
Note 5 - Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Note 6 - Accrued Liabilities (D
Note 6 - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred payroll and Related Expense [Member] | |||
Accrued liabilities | $ 325 | $ 169 | |
Product and Process Development [Member] | |||
Accrued liabilities | 231 | 259 | |
Professional Services [Member] | |||
Accrued liabilities | 42 | 75 | |
Clinical Trial Related Expense [Member] | |||
Accrued liabilities | 42 | ||
Other Accrued Liabilities [Member] | |||
Accrued liabilities | 3 | 2 | |
Accrued liabilities | $ 643 | $ 505 | $ 132 |
Note 7 - Debt Issuance Costs (D
Note 7 - Debt Issuance Costs (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization of Debt Issuance Costs | $ 14,000 | $ 14,000 | $ 28,000 | $ 28,000 |
Note 7 - Deferred Financing Cos
Note 7 - Deferred Financing Costs (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Debt [Member] | |||
Loan principal amount | $ 2,775,000 | $ 2,775,000 | |
Deferred financing costs | 105,000 | 105,000 | |
Accumulated Amortization | (52,000) | (40,000) | |
Unamortized balance | 53,000 | 65,000 | |
Loan amount, net | 2,722,000 | 2,712,000 | |
Long-term Debt, Net [Member] | |||
Loan principal amount | 300,000 | 300,000 | |
Deferred financing costs | 37,000 | 37,000 | |
Accumulated Amortization | (28,000) | (26,000) | |
Unamortized balance | 9,000 | 11,000 | |
Loan amount, net | 291,000 | 287,000 | |
Loan amount, net | 2,722,000 | 2,775,000 | $ 3,000,000 |
Loan amount, net | $ 291,000 | $ 287,000 | $ 300,000 |
Note 8 - Calculation of Net Los
Note 8 - Calculation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 60 Months Ended | 66 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | |
Net loss | $ (978,000) | $ (1,215,000) | $ (1,799,000) | $ (3,407,000) | $ (4,927,000) | $ (3,531,000) | $ (13,700,000) | $ (15,500,000) |
Weighted average shares outstanding – basic and diluted (in shares) | 30,126,755 | 6,585,533 | 30,058,942 | 6,225,722 | 14,073,174 | 5,109,644 | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.03) | $ (0.18) | $ (0.06) | $ (0.55) | $ (0.35) | $ (0.69) |
Note 8 - Anti-dilutive Shares (
Note 8 - Anti-dilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Compensation Plan [Member] | ||||||
Anti-dilutive shares (in shares) | 3,163,600 | 5,287,736 | 3,163,600 | 5,287,736 | 3,463,600 | 5,487,752 |
Convertible Debt Securities [Member] | ||||||
Anti-dilutive shares (in shares) | 2,466,667 | 2,667,443 | 2,466,667 | 2,667,443 | 2,466,667 | 2,666,668 |
Warrant [Member] | ||||||
Anti-dilutive shares (in shares) | 3,525,500 | 4,650,000 | 3,525,500 | 4,650,000 | 2,550,000 | 4,550,000 |
Anti-dilutive shares (in shares) | 8,480,267 | 12,704,420 |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2016USD ($)$ / shares$ / itemshares | Mar. 31, 2016USD ($)shares | Mar. 31, 2015shares | Mar. 31, 2014shares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Sep. 04, 2015shares | |
Private Placement [Member] | |||||||||
Number of Units Issued During Period | 1,951,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 1,951,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 975,500 | 975,500 | |||||||
Price Per Unit | $ / item | 1 | ||||||||
Class of Warrant or Right, Expiration Term | 5 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | $ 1.50 | |||||||
Proceeds from Issuance of Private Placement | $ | $ 1,755,000 | ||||||||
Common Stock [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,951,000 | 190,625 | |||||||
Stock Issued During Period, Shares, Issued for Services | 37,500 | 37,500 | 33,241 | 100,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ | $ 75,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,550,000 | ||||||||
Proceeds from Issuance of Private Placement | $ | $ 1,603,000 | ||||||||
Deferred Compensation Exchanged for Common Stock and Warrants | $ | $ 196,000 | 196,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 132,964 | 400,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 75,000 | $ 42,000 | $ 91,000 |
Note 10 - Stock-Based Compens75
Note 10 - Stock-Based Compensation (Details Textual) - shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Dec. 31, 2015 | Sep. 04, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2011 | |
Employee Stock Option [Member] | Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 15,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||
Employee Stock Option [Member] | Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | 0 years | ||||
Employee Stock Option [Member] | Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | 2 years | ||||
Employee Stock Option [Member] | Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,722,264 | 14,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,163,600 | 3,463,600 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 14,202,531 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,463,600 | 5,043,600 | 5,487,752 | 6,851,352 |