Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 10, 2017 | |
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) | 3,670,432 | |
Document Type | S-1/A | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||||
Cash and cash equivalents | $ 943,000 | $ 438,000 | $ 1,229,000 | $ 925,000 | $ 1,654,000 |
Prepaid expenses and other current assets | 250,000 | 118,000 | 74,000 | ||
Income tax receivable | 340,000 | 321,000 | 733,000 | ||
Total current assets | 1,533,000 | 877,000 | 1,732,000 | ||
Total assets | 1,533,000 | 877,000 | 1,732,000 | ||
Current liabilities: | |||||
Accounts payable | 874,000 | 1,245,000 | 585,000 | ||
Accrued expenses | 1,218,000 | 842,000 | 505,000 | ||
Convertible notes payable - current portion, net | 2,733,000 | ||||
Term debt | 294,000 | ||||
Demand notes payable | 250,000 | 250,000 | |||
Accrued interest | 57,000 | 155,000 | 35,000 | ||
Total current liabilities | 2,149,000 | 5,519,000 | 1,375,000 | ||
Long-term liabilities: | |||||
Convertible notes payable, net | 1,096,000 | 2,712,000 | |||
Term debt | 300,000 | 287,000 | |||
Accrued interest | 87,000 | 39,000 | |||
Total long-term liabilities | 1,483,000 | 3,038,000 | |||
Commitments and contingencies (Note 7) | |||||
Stockholders’ deficit: | |||||
Preferred stock, $0.001 par value; 10,000,000 authorized; no shares issued or outstanding as of September 30, 2017 and December 31, 2016 | 0 | ||||
Common stock, $0.001 par value; 100,000,000 authorized; 3,670,432 and 3,220,100 shares issued and outstanding, as of September 30, 2017 and December 31, 2016, respectively | 4,000 | 3,000 | 30,000 | ||
Additional paid-in capital | 25,059,000 | 14,058,000 | 10,943,000 | ||
Accumulated deficit | (26,992,000) | (18,779,000) | (13,667,000) | ||
Accumulated comprehensive gain (loss), net | (170,000) | 76,000 | 13,000 | ||
Total stockholders’ deficit | (2,099,000) | (4,642,000) | (2,681,000) | $ (1,316,000) | |
Total liabilities and stockholders’ deficit | $ 1,533,000 | $ 877,000 | $ 1,732,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | May 17, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
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) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 3,670,432 | 32,201,306 | 29,892,806 | |
Common stock, shares outstanding (in shares) | 3,670,432 | 32,201,306 | 29,892,806 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating expenses: | ||||
General and administrative | $ 515,000 | $ 499,000 | $ 2,252,000 | $ 1,399,000 |
Research and development | 530,000 | 636,000 | 1,955,000 | 1,657,000 |
Operating loss | (1,045,000) | (1,135,000) | (4,207,000) | (3,056,000) |
Other income (expense): | ||||
Interest income | 1,000 | 1,000 | 2,000 | |
Grant income | 27,000 | 110,000 | ||
Interest expense | (474,000) | (45,000) | (1,145,000) | (135,000) |
Loss on induced debt conversions | (3,696,000) | |||
Other income | 75,000 | 56,000 | 264,000 | 63,000 |
Total other income (expense) | (371,000) | 11,000 | (4,466,000) | (70,000) |
Loss before income tax benefit | (1,416,000) | (1,124,000) | (8,673,000) | (3,126,000) |
Income tax benefit | 197,000 | 45,000 | 460,000 | 252,000 |
Net loss | (1,219,000) | (1,079,000) | (8,213,000) | (2,874,000) |
Foreign currency translation adjustment loss | (62,000) | (61,000) | (246,000) | (94,000) |
Comprehensive loss | $ (1,281,000) | $ (1,140,000) | $ (8,459,000) | $ (2,968,000) |
Basic and diluted net loss per share (in dollars per share) | $ (0.33) | $ (0.34) | $ (2.33) | $ (0.94) |
Weighted average shares outstanding – basic and diluted (in shares) | 3,670,432 | 3,201,689 | 3,518,828 | 3,069,184 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2014 | 5,688,927 | ||||
Balances at Dec. 31, 2014 | $ 6 | $ 7,264 | $ (8,569) | $ (17) | $ (1,316) |
Conversion of convertible promissory notes (in shares) | 50,194 | ||||
Conversion of convertible promissory notes | 226 | 226 | |||
Share-based compensation | 933 | $ 933 | |||
Exercise of common stock options (in shares) | 647,634 | 2,590,536 | |||
Exercise of common stock options | $ 1 | 692 | $ 693 | ||
Exercise of stock purchase warrants (in shares) | 500,000 | ||||
Exercise of stock purchase warrants | 375 | 375 | |||
Net loss | (4,927) | (4,927) | |||
Foreign currency translation adjustment, net of taxes of $0 | 30 | 30 | |||
Balances (in shares) at Dec. 31, 2015 | 29,892,806 | ||||
Balances at Dec. 31, 2015 | $ 30 | 10,943 | (13,667) | 13 | (2,681) |
Share-based compensation | 902 | $ 902 | |||
Exercise of common stock options (in shares) | |||||
Exercise of stock purchase warrants (in shares) | 50,000 | ||||
Exercise of stock purchase warrants | 42 | $ 42 | |||
Net loss | (5,112) | (5,112) | |||
Foreign currency translation adjustment, net of taxes of $0 | 63 | 63 | |||
Balances (in shares) at Dec. 31, 2016 | 32,201,306 | ||||
Balances at Dec. 31, 2016 | $ 3 | 14,058 | (18,779) | 76 | (4,642) |
Conversion of convertible promissory notes (in shares) | 385,000 | ||||
Conversion of convertible promissory notes | $ 1 | 5,840 | 5,841 | ||
Conversion of demand notes (in shares) | 33,332 | ||||
Conversion of demand notes | 993 | 993 | |||
Charge for fair market value of beneficial conversion feature | 2,954 | 2,954 | |||
Share-based compensation | 1,167 | $ 1,167 | |||
Exercise of common stock options (in shares) | 22,000 | 22,000 | |||
Exercise of common stock options | 28 | $ 28 | |||
Exercise of stock purchase warrants (in shares) | 10,000 | ||||
Exercise of stock purchase warrants | 19 | 19 | |||
Net loss | (8,213) | (8,213) | |||
Foreign currency translation adjustment, net of taxes of $0 | (246) | (246) | |||
Balances (in shares) at Sep. 30, 2017 | 3,670,432 | ||||
Balances at Sep. 30, 2017 | $ 4 | $ 25,059 | $ (26,992) | $ (170) | $ (2,099) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent [Member] | |||
Foreign currency translation, tax | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (8,213,000) | $ (2,874,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Induced Conversion of Convertible Debt Expense | 3,696,000 | |
Share-based compensation | 1,167,000 | |
Amortization of debt discount | 961,000 | |
Amortization of Debt Issuance Costs | 53,000 | 21,000 |
Non-cash interest expense | 87,000 | 9,000 |
Changes in operating assets and liabilities: | ||
Income and other tax receivables | 9,000 | 512,000 |
Prepaid expenses and other current assets | (131,000) | (25,000) |
Accounts payable | (654,000) | 377,000 |
Accrued liabilities | 406,000 | 410,000 |
Net cash used in operating activities | (2,619,000) | (1,570,000) |
Cash flows from financing activities: | ||
Proceeds from the sale of convertible promissory notes, net of offering costs of $16 | 3,059,000 | |
Proceeds from the exercise of stock options | 28,000 | |
Proceeds from the exercise of stock purchase warrants | 19,000 | |
Proceeds from issuance of common stock and warrants, net of offering costs of $152 | 1,873,000 | |
Net cash provided by financing activities | 3,106,000 | 1,873,000 |
Effect of exchange rate changes on cash and cash equivalents | 18,000 | 1,000 |
Net increase in cash and cash equivalents | 505,000 | 304,000 |
Cash and cash equivalents at beginning of period | 438,000 | 925,000 |
Cash and cash equivalents at end of period | 943,000 | 1,229,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid during period for interest | 5,000 | 70,000 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of promissory notes and accrued interest into common stock | 2,888,000 | |
Intrinsic value of beneficial conversion feature in convertible notes | 2,954,000 | |
Conversion of demand notes into common stock | 250,000 | |
Deferred compensation exchanged for common stock and warrants | 196,000 | |
Issuance of common stock for services | $ 75,000 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Proceeds from the sale of convertible promissory notes, offering costs | $ 16 | $ 16 |
Proceeds from issuance of common stock and warrants, issuance costs | $ 152 | $ 152 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||||
Cash and cash equivalents | $ 943,000 | $ 438,000 | $ 1,229,000 | $ 925,000 | $ 1,654,000 |
Prepaid expenses and other current assets | 250,000 | 118,000 | 74,000 | ||
Income tax receivable | 340,000 | 321,000 | 733,000 | ||
Total current assets | 1,533,000 | 877,000 | 1,732,000 | ||
Total assets | 1,533,000 | 877,000 | 1,732,000 | ||
Current liabilities: | |||||
Accounts payable | 874,000 | 1,245,000 | 585,000 | ||
Accrued expenses | 1,218,000 | 842,000 | 505,000 | ||
Convertible notes payable | 2,733,000 | ||||
Term debt | 294,000 | ||||
Demand notes payable | 250,000 | 250,000 | |||
Accrued interest | 57,000 | 155,000 | 35,000 | ||
Total current liabilities | 2,149,000 | 5,519,000 | 1,375,000 | ||
Long-term liabilities: | |||||
Convertible notes payable, net | 1,096,000 | 2,712,000 | |||
Term debt | 300,000 | 287,000 | |||
Accrued interest | 87,000 | 39,000 | |||
Total long-term liabilities | 1,483,000 | 3,038,000 | |||
Commitments and contingencies (Note 7) | |||||
Stockholders’ deficit: | |||||
Preferred stock, $0.001 par value; 10,000,000 authorized; no shares issued or outstanding as of September 30, 2017 and December 31, 2016 | 0 | ||||
Common stock, $0.001 par value; 100,000,000 authorized; 3,670,432 and 3,220,100 shares issued and outstanding, as of September 30, 2017 and December 31, 2016, respectively | 4,000 | 3,000 | 30,000 | ||
Additional paid-in capital | 25,059,000 | 14,058,000 | 10,943,000 | ||
Accumulated deficit | (26,992,000) | (18,779,000) | (13,667,000) | ||
Accumulated comprehensive gain (loss), net | (170,000) | 76,000 | 13,000 | ||
Total stockholders’ deficit | (2,099,000) | (4,642,000) | (2,681,000) | $ (1,316,000) | |
Total liabilities and stockholders’ deficit | $ 1,533,000 | $ 877,000 | $ 1,732,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | May 17, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
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) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 3,670,432 | 32,201,306 | 29,892,806 | |
Common stock, shares outstanding (in shares) | 3,670,432 | 32,201,306 | 29,892,806 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 72 Months Ended | 81 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2017 | |
Operating expenses: | ||||||||
General and administrative | $ 515,000 | $ 499,000 | $ 2,252,000 | $ 1,399,000 | $ 2,664,000 | $ 2,592,000 | ||
Research and development | 530,000 | 636,000 | 1,955,000 | 1,657,000 | 2,504,000 | 2,852,000 | ||
Operating loss | (1,045,000) | (1,135,000) | (4,207,000) | (3,056,000) | (5,168,000) | (5,444,000) | ||
Other income (expense): | ||||||||
Interest income | 1,000 | 1,000 | 2,000 | 2,000 | 8,000 | |||
Interest expense | (474,000) | (45,000) | (1,145,000) | (135,000) | (180,000) | (183,000) | ||
Other income | 75,000 | 56,000 | 264,000 | 63,000 | (107,000) | (64,000) | ||
Total other income (expense) | (371,000) | 11,000 | (4,466,000) | (70,000) | (285,000) | (239,000) | ||
Loss before income tax benefit | (1,416,000) | (1,124,000) | (8,673,000) | (3,126,000) | (5,453,000) | (5,683,000) | ||
Income tax benefit | 197,000 | 45,000 | 460,000 | 252,000 | 341,000 | 756,000 | ||
Net loss | (1,219,000) | (1,079,000) | (8,213,000) | (2,874,000) | (5,112,000) | (4,927,000) | $ (18,800,000) | $ (27,000,000) |
Foreign currency translation adjustment loss | (62,000) | (61,000) | (246,000) | (94,000) | 63,000 | 30,000 | ||
Comprehensive loss | $ (1,281,000) | $ (1,140,000) | $ (8,459,000) | $ (2,968,000) | $ (5,049,000) | $ (4,897,000) | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.33) | $ (0.34) | $ (2.33) | $ (0.94) | $ (0.16) | $ (0.35) | ||
Weighted average shares outstanding – basic and diluted (in shares) | 3,670,432 | 3,201,689 | 3,518,828 | 3,069,184 | 31,068,765 | 14,073,174 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2014 | 5,688,927 | ||||
Balances at Dec. 31, 2014 | $ 6 | $ 7,264 | $ (8,569) | $ (17) | $ (1,316) |
Exercise of common stock options (in shares) | 647,634 | 2,590,536 | |||
Exercise of common stock options | $ 1 | 692 | $ 693 | ||
Exercise of stock purchase warrants (in shares) | 500,000 | ||||
Exercise of stock purchase warrants | 375 | 375 | |||
Conversion of convertible promissory notes (in shares) | 50,194 | ||||
Conversion of convertible promissory notes | 226 | 226 | |||
Issuance of common stock in a private offering (in shares) | 190,625 | ||||
Issuance of common stock and warrants | 1,513 | 1,513 | |||
Issuance of common stock for services (in shares) | 33,241 | ||||
Issuance of common stock for services | 42 | 42 | |||
Share-based compensation | 933 | 933 | |||
Exercise price modification of common stock warrants | 171 | (171) | |||
Merger transaction – See Note 8 (in shares) | 22,782,185 | ||||
Merger transaction – See Note 8 | $ 23 | (273) | (250) | ||
Net loss | (4,927) | (4,927) | |||
Foreign currency translation adjustment loss | 30 | 30 | |||
Balances (in shares) at Dec. 31, 2015 | 29,892,806 | ||||
Balances at Dec. 31, 2015 | $ 30 | 10,943 | (13,667) | 13 | $ (2,681) |
Exercise of common stock options (in shares) | |||||
Exercise of stock purchase warrants (in shares) | 50,000 | ||||
Exercise of stock purchase warrants | 42 | $ 42 | |||
Issuance of common stock in a private offering (in shares) | 2,221,000 | ||||
Issuance of common stock and warrants | $ 2 | 2,067 | 2,069 | ||
Issuance of common stock for services (in shares) | 37,500 | ||||
Issuance of common stock for services | 75 | 75 | |||
Share-based compensation | 902 | 902 | |||
Net loss | (5,112) | (5,112) | |||
Foreign currency translation adjustment loss | 63 | 63 | |||
Balances (in shares) at Dec. 31, 2016 | 32,201,306 | ||||
Balances at Dec. 31, 2016 | $ 3 | 14,058 | (18,779) | 76 | $ (4,642) |
Exercise of common stock options (in shares) | 22,000 | 22,000 | |||
Exercise of common stock options | 28 | $ 28 | |||
Exercise of stock purchase warrants (in shares) | 10,000 | ||||
Exercise of stock purchase warrants | 19 | 19 | |||
Conversion of convertible promissory notes (in shares) | 385,000 | ||||
Conversion of convertible promissory notes | $ 1 | 5,840 | 5,841 | ||
Share-based compensation | 1,167 | 1,167 | |||
Net loss | (8,213) | (8,213) | |||
Foreign currency translation adjustment loss | (246) | (246) | |||
Balances (in shares) at Sep. 30, 2017 | 3,670,432 | ||||
Balances at Sep. 30, 2017 | $ 4 | $ 25,059 | $ (26,992) | $ (170) | $ (2,099) |
Consolidated Statements of St13
Consolidated Statements of Stockholders' Deficit (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Additional Paid-in Capital [Member] | ||
Issuance costs | $ 152 | $ 12 |
AOCI Attributable to Parent [Member] | ||
Foreign currency translation, tax | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,112,000) | $ (4,927,000) |
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 | 12,000 | 10,000 |
Stock-based compensation | 902,000 | 976,000 |
Changes in operating assets and liabilities: | ||
Income and other tax receivables | 426,000 | (610,000) |
Prepaid expenses and other current assets | 19,000 | (45,000) |
Accounts payable | 726,000 | 252,000 |
Accrued liabilities | 601,000 | 419,000 |
Net cash used in operating activities | (2,398,000) | (3,897,000) |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of short-term investments | 500,000 | |
Net cash provided by investing activities | 500,000 | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net of offering costs of $152 | 1,873,000 | |
Proceeds from issuance of common stock, net of selling costs of $12 | 1,513,000 | |
Proceeds from the exercise of stock options | 762,000 | |
Proceeds from the exercise of stock purchase warrants | 42,000 | 400,000 |
Net cash provided by financing activities | 1,915,000 | 2,675,000 |
Effect of exchange rate changes on cash | (4,000) | (7,000) |
Net increase in cash and cash equivalents | (487,000) | (729,000) |
Cash and cash equivalents at beginning of period | 925,000 | 1,654,000 |
Cash and cash equivalents at end of period | 438,000 | 925,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid during period for interest | 57,000 | 145,000 |
Supplemental disclosure of non-cash transactions: | ||
Deferred Compensation Exchanged for Common Stock and Warrants | 196,000 | |
Issuance of common stock for services | 75,000 | |
Conversion of notes payable and accrued interest into common stock | 226,000 | |
Notes payable assumed in merger (Note 6) | $ 250,000 |
Consolidated Statements of Ca15
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Issuance costs | $ 152 | $ 152 | $ 152 | $ 12 |
Proceeds from issuance of common stock and warrants, issuance costs | $ 152 | $ 152 | $ 152 | $ 12 |
Note 1 - Business
Note 1 - Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 101, | 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 101, September 21, 2011. May 24, 2013, On September 4, 2015, 28,442,484 ’s common stock, representing four one 98.8% 8 On May 17, 2016, ’s common stock was deemed, without any action by the holders thereof, to represent the same number and class of shares of our company’s common stock. As of May 25, 2016, |
Note 2 - Risks and Uncertaintie
Note 2 - Risks and Uncertainties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Nature of Operations [Text Block] | 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 We have incurred losses of $27.0 2011. nine September 30, 2017, $8.2 $3.7 $2.9 2013 2014, $250,000 September 2015, $2.6 101 . As of September 30, 2017, $943,000, $616,000 $2.1 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 not 2016 March 30, 2017. 101 101 4 Liquidity and Management’s Plans | 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 We have incurred losses of $18.8 2011. December 31, 2016, $5.1 $2.4 101. December 31, 2016, $438,000, $4.6 ’ deficit of $4.6 December 31, 2016, not third fourth 2016. may 6 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 101, 3 ’s Plans.” |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
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 accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 X not December 31. December 31, 2016 not 10 March 30, 2017 may not Effect ive November 7, 2017, 1 10 September 12, 2017, 50% 10 Subsequent Events Recently a dopted a ccounting p ronouncement In March 2016, Financial Accounting Standards Board (“FASB”) issued ASU No. 2016 09, 2016 09 December 15, 2016, not In July 2017, 2017 11, 260 480 815 and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, not December 15, 2018, 2017 11, nine September 30, 2017, not |
Note 4 - Liquidity and Manageme
Note 4 - Liquidity and Management Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 no not On July 3, 2017, 2016. The incentive payment received was approximately $460,000. During February March 2017, $3.1 $2.0 $3.1 418,332 7 Indebtedness If we are unable to obtain additional financing when needed, we will need to reduce our operations by taking actions that may 101 third 101 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- 101 101 not not There can be no | 3. Liquidity and Management Plans We will need to seek additional sources of funds to support our current business plans. We may no not On March 1, 2016 four may 101 third 101 Subsequent to the end of 2016, February 17, March 3, March 10 March 17, 2017, “2017 $3.1 11 In March 2017, 2013 March 31, 2017 $0.75 $0.375, 33.3%, 2013 $1.125 March 27, 2017 $3,000,000 March 31, 2017 4,183,333 $3,000,000 $137,500 11 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- 101 101 not not There can be no |
Note 5 - Summary of Significant
Note 5 - Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 subsidiary. 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 expenses during the reporting period. Actual results could differ from those estimates. Beneficial c onversion f eature For convertible debt where the rate of conversion is below fair market value for our common stock, the Company records a "beneficial conversion featur e (“BCF“) and related debt discount which is presented as a direct deduction from the carrying amount of the related debt. The discount is amortized to interest expense over the life of the debt. 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 through interest expense over the life of the related debt . Research and development costs Research and development costs include expenses incurred in the conduct of our Phase 1 third 101 101 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 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. Calculating share-based compensation expense requires the input of highly subjective assumptions, which represent our best estimates and involve inherent uncertainties and the application of management’s judgment. Compensation cost is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. The performance date for non-employee awards is generally not The fair value of share-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of share-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility 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 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 three nine September 30, 2017 2016, Grant Income Grant income is derived from a one $225,000 101 Grant income is recognized as a non-operating income when the related research and development expenses are incurred, terms of the grant have been complied with and the Company is eligible for reimbursement under the Grant Agreement. Comprehensive loss Comprehensive loss consists of our net loss and the effects of foreign currency translation. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be anti-dilutive, or reduce a net loss per share. The Company’s potential dilutive shares, which include outstanding common stock options and warrants, have not The following table summarizes the calculation of basic and diluted net loss per share for each of the periods presented (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (1,219 ) $ (1,079 ) $ (8,213 ) $ (2,874 ) Weighted average shares outstanding —basic and diluted 3,670,432 3,201,689 3,518,828 3,069,184 Basic and diluted net loss per share $ (0.33 ) $ (0.34 ) $ (2.33 ) $ (0.94 ) The following table sets forth the potential shares of common stock that were not Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee and non-employee stock options 683,960 316,360 683,960 316,360 Common shares issuable upon conversion of notes payable and accrued interest 315,356 246,667 315,356 246,667 Common shares issuable under common stock purchase warrants 351,500 366,050 351,500 366,050 | 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. Principles of consolidation The accompanying Consolidated Financial Statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. 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. Concentration of credit risk Financial instruments that potentially subject the company to significant concentrations of credit risk consist primarily of cash. Cash is deposited in demand accounts at commercial banks. At times, such deposits may not 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. The unamortized balance of debt issuance costs is presented as a direct reduction of the carrying amount of the related debt. Research and development costs Research and development costs include expenses incurred in the conduct of our Phase 1 third 101 101 2016, 1 101. 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 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. Stock-based compensation In accounting for stock-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 vesting period, which is considered to be the requisite service period. We estimate pre-vesting award forfeitures when calculating the compensation costs and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Compensation expense for performance-based stock option awards is recognized when “performance” has occurred or is probable of occurring. The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility 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 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 December 31, 2016 2015. 10 ’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. 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 gain in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2016 2015, Comprehensive loss Comprehensive loss consists of our net loss and the effects 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, if any, 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. Our 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, 2016 2015 Net loss $ (5,112 ) $ (4,927 ) Weighted average shares outstanding —basic and diluted 31,068,765 14,073,174 Basic and diluted net loss per share $ (0.16 ) $ (0.35 ) The following outstanding potential common shares were not not Year Ended December 31, 2016 2015 Employee and non-employee stock options 7,019,600 3,463,600 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 2,550,000 13,101,267 8,480,267 Recently adopted accounting pronouncement In April 2015, No. 2015 03, 835 30 2016, not Recently issued accounting pronouncements In February 2016, No. 2016 02, 2016 02 840, 2016 02 2016 02 December 15, 2018, not 2016 02 In March 2016, No. 2016 09, 2016 09 December 15, 2016, not 2016 09 |
Note 6 - Accrued Liabilities
Note 6 - Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Accrued Liabilities [Text Block] | 6. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30 , 20 17 December 31, 2016 Accrued compensation and related expenses $ 1,094 $ 637 Clinical trial related expense 65 97 Professional services 55 70 Product and process development expenses — 29 Other 4 9 Total a ccrued liabilities $ 1,218 $ 842 Effective October 1, 2017 , we amended the previously disclosed employment agreements, as amended, with our Executive Chairman, President and Chief Executive Officer, Chief Financial Officer and Chief Medical Officer (the “Employees”). These amendments discontinued the “accrued compensation” provision that was introduced with the prior amendments to the employment agreements between the Company and each of the Employees dated September 12, 2016. one 2016 10 Subsequent Events | 5. Accrued liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2016 December 31, 2015 Deferred payroll and related expenses $ 637 $ 169 Clinical trial related expense 97 — Professional services 70 75 Product and process development expenses 29 259 Other 9 2 Total accrued liabilities $ 842 $ 505 |
Note 7 - Indebtedness
Note 7 - Indebtedness | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 7 . Indebtedness 2017 Convertible notes payable On each of February 17, March 3, March 10 March 17, 2017, investors in private transactions. Pursuant to these Note Agreements, we sold convertible promissory notes (the “2017 $3.1 2017 December 1, 2018 5.0% 2017 may 2017 2017 $2.0 2017 2017 $10.10 2017 $10.10 $15.00 $39.00 2017 $3.0 2017 2017 2017 10% $200,000 2017 2013 Convertible notes payable In 2013, “2013 $3.1 2013 5% $11.25 December 2018. not 2013 March 31, 2016. In March 2017, 2013 interest through March 31, 2017 $7.50 $3.75, 33.3%, 2013 $11.25 $2,750,000 2013 March 31, 2017 385,000 2013 $138,000 $11.5 $8.5 $3.0 10% $700,000 2013 $35,000 98,000 3 9 no Demand notes payable In September 2015 , we assumed $250,000 We included the holders of Demand Notes in our offer to convert all outstanding principal into shares of our common stock at a rate of $ 7.50 no $250,000 March 31, 2017 33,332 $1.0 $700,000. 3 9 no The following table sets forth the changes in convertible and demand notes payable during the nine September 30 2017 ( Convertible Notes Payable Principal Accrued Interest Demand Notes Principal value at December 31, 2016 $ 2,775 $ 105 $ 250 Accrued interest — 120 — Aggregate principal value of 2017 Notes sold 3,076 — — Aggregate principal value of 2013 Notes and accrued interest converted into common stock (2,750 ) (138 ) — Aggregate principal value of Demand Notes converted into common stock — — (250 ) Principal value at September 30, 2017 $ 3,101 $ 87 $ — Term debt On October 26, 2012, $300,000 4.125%. No were due until the maturity date, October 26, 2017, Effective October 26, 2017, Under the terms of the amendment the maturity date of the note was extended to May 1, 2019 $10,000 May 1, 2018 May 1, 2019. first September 30, 2017 Debt issuance costs and discount 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): September 30 , 2017 December 31, 2016 Convertible Notes Payable Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 3,101 $ 300 $ 2,775 $ 300 Deferred financing costs 16 37 105 37 Accumulated amortization (4 ) (37 ) (63 ) (31 ) Unamortized balance 12 — 42 6 Discount on debt 2,954 Accumulated amortization (961 ) Unamortized balance 1,993 Loan carrying amounts, net $ 1,096 $ 300 $ 2,733 $ 294 | 6. Indebtedness Term debt On October 26, 2012, $300,000 4.125%. No October 26, 2017, 6 one $4,000,000 December 31, 2016. 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, $250,000 no 10% $125,000 8 Convertible notes payable In the fourth 2013, “2013 $3.1 2013 5% $1.125 December 2018. 10% $700,000 December 31, 2016, not 2013 third fourth 2016. may 2013 $105,000 no In 2015, 2013 $225,000, 200,776 Debt issuance costs The following table summarizes the deferred financing costs which are presented as a direct reduction of the carrying amount of their related debt liabilities (in thousands): December 31, 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 (63 ) (31 ) (42 ) (24 ) Unamortized balance 42 6 63 13 Loan amount, net $ 2,733 $ 294 $ 2,712 $ 287 We recorded amortization of debt issuance costs of $28,000 December 31, 2016 2015, |
Note 8 - Stockholders' Deficit
Note 8 - Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | 8 . Stockholder s’ Deficit Shares reserved Shares of common stock reserved for future issuance are as follows: September 30 , 201 7 Stock options outstanding 683,960 Shares available for grant under equity incentive plan 1,110,400 Estimated common shares issuable upon conversion of notes payable and accrued interest 315,356 Common shares issuable under common stock purchase warrants 351,500 Total 2,461,216 | 8. Stockholders’ Deficit Private placement, resale registration On each of June 10, June 24, August 11 September 2, 2016, 2,221,000 1,110,500 one one $1.00. five $1.50 $1.9 $196,000 December 31, 2016, 1,085,500 Pursuant to the Purchase Agreements, we filed a registration statement on Form S- 1 October 3, 2016, Cimarron Medical, Inc. merger transaction On June 12, 2015, September 4, 2015, 28,442,484 ’s common stock, representing four one 144. 98.8% 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 2,550,000 ’s common stock. Approximately $2.8 $1.125 1,450,322 no Under GAAP, SBR was deemed to be the acquirer for accounting purposes because its former stockholders 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 $250,000 Sale of legacy Cimarron Medical business operations On September 28, 2015, $305,000 Private placement Pursuant to the June 12, 2015 September 4, 2015, $1,513,000, 762,500 Warrants In April 2015, $0.25 $0.1875 $170,625, 2015, $375,000 December 31, 2016, 2,450,000 Authorized capital stock The total number of shares of capital stock that the Company is authorized to issue is 220,000,000 200,000,000 20,000,000 May 17, 2016, 100,000,000 200,000,000 10,000,000 20,000,000. May 18, 2016 Shares reserved Shares of common stock reserved for future issuance are as follows: December 31, 2016 Stock options outstanding 7,019,600 Shares available for grant under equity incentive plan 11,144,000 Estimated common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 Total 24,245,267 |
Note 9 - Share-based Compensati
Note 9 - Share-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9 . Share-based Compensation 2016 The Sun BioPharma, Inc. 2016 “2016 March 2016 May 17, 2016. 2016 2016 no ten 1 ,500,000 September 30, 2017, 389,600 2016 2011 The Sun BioPharma, Inc. 2011 “2011 terminated in conjunction with stockholder approval of the 2016 2011 2011 ten zero two September 30, 2017, 294,360 2011 Share-based compensation expense for each of the periods presented is as follows (in thousands): Nine months Ended September 30 , 2017 September 30 , 2016 Research and development $ 229 $ — G eneral and administrative 938 — Total share-based compensation $ 1,167 $ — A summary of option activity is as follows: Shares Available for Grant Shares Underlying Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balances at December 31, 2016 1,114,400 701,960 $ 9.50 $ 3,896,235 Granted (4,000 ) 4,000 10.10 Exercised — (22,000 ) 1.25 Cancelled — — — Balances at September 30, 2017 1,110,400 683,960 $ 9.77 $ 2,121,985 Information about stock options outstanding, vested and expected to vest as of September 30, 2017, Outstanding, Vested and Expected to Vest Options Vested and Exercisable Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $0.88 – 1.10 38,360 5.08 $ 1.00 38,360 5.08 2.28 – 2.50 42,000 6.37 2.47 42,000 6.37 3.18 214,000 7.42 3.18 214,000 7.42 10.10 4,000 4.28 10.10 — — 15.10 385,600 8.76 15.10 196,050 9.11 683,960 7.96 $ 9.77 490,410 7.83 As of September 30, 2017 not $1.1 1.2 Nonemployee share-based compensation We account for stock options granted to nonemployees in accordance with FASB ASC 505. 397,000 $0 nine September 30, 2017 2016, The estimated fair values of the stock options issued to employees and non-employees were calculated using the Black-Scholes valuation model, based on the following assumptions for the nine September 30, 2017 2016: 2017 2016 Common stock fair value $10.00 – $29.80 n/a Risk-free interest rate 1.43% – 1.93% n/a Expected dividend yield 0% n/a Expected option life (in years) 2.25 – 5.0 n/a Expected stock price volatility 75.0 – 78.0% n/a | 9. Stock-Based Compensation 2016 The Sun BioPharma, Inc. 2016 “2016 March 2016 May 17, 2016. 2016 2016 no ten 15,000,000 shares of common stock are reserved for issuance. As of December 31, 2016, 3,856,000 2016 2011 The Sun BioPharma, Inc. 2011 “2011 September 2011 January 2012. 2016 2011 2011 2011 ten zero two December 31, 2016, 3,163,600 2011 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 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, 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 Granted 3,856,000 1.51 Exercised — — Cancelled (300,000 ) 0.32 Forfeitures — — Options outstanding at December 31, 2016 7,019,600 $ 0.95 Options exercisable at December 31, 2016 4,035,600 $ 0.54 A summary of the status of our unvested shares during the year ended and as of December 31, 2016 Shares Under Option Weighted Average Grant-Date Fair Value Unvested at December 31, 2015 — $ — Granted 3,856,000 0.95 Vested (872,000 ) 0.95 Forfeitures — — Unvested at December 31, 2016 2,984,000 $ 0.95 Information about stock options outstanding, vested and expected to vest as of December 31, 2016, Outstanding, Vested and Expected to Vest Options Vested and Exercisable 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 5.85 $ 0.10 563,600 5.85 0.23 – 0.25 460,000 7.11 0.25 460,000 7.11 0.32 2,140,000 8.17 0.32 2,140,000 8.17 1.51 3,856,000 9.51 1.51 872,000 9.75 7,019,600 8.07 $ 0.95 4,035,600 8.07 The cumulative grant date fair value of employee options vested during the years ended December 31, 2016 2015 $336,000 $933,000, December 31, 2016 2015 $0 $693,000, December 31, 2016, $3.9 As of December 31, 2016 2015, not $1.9 $0, 1.95 0 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, 2016 2015: 2016 2015 Common stock fair value $1.51 $0.32 Risk-free interest rate 1.56% - 2.04% 1.57% - 1.61% Expected dividend yield 0% 0% Expected option life (years) 3.5 - 5.75 5.0 Expected stock price volatility 75.0% 62.60% - 64.59% Nonemployee stock-based compensation We account for stock options granted to nonemployees in accordance with FASB ASC 505. $557,000 $70,000 December 31, 2016 2015, Stock-based payments In the first 2016, 37,500 two $75,000. In the first 2015, 132,964 two $42,000. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Subsequent Events [Text Block] | 10 . Subsequent Events Reverse stock split Effect ive November 7, 2017, 1 10 No may not not 50% 100,000,000 10,000,000, 2016 8666M 206. | 11. Subsequent Events Sales of convertible promissory notes On each of February 17, March 3, March 10 March 17, 2017, “2017 $3.1 The 2017 December 1, 2018 5.0% may may 10% $200,000 Conversion of convertible notes payable In March 2017, 2013 March 31, 2017 $0.75 $0.375, 33.3%, 2013 $1.125 March 27, 2017 $3,000,000 March 31, 2017 4,183,333 $3,000,000 $137,500 3 9 no |
Note 1 - Business26
Note 1 - Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 101, | 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 101, September 21, 2011. May 24, 2013, On September 4, 2015, 28,442,484 ’s common stock, representing four one 98.8% 8 On May 17, 2016, ’s common stock was deemed, without any action by the holders thereof, to represent the same number and class of shares of our company’s common stock. As of May 25, 2016, |
Note 2 - Risks and Uncertaint27
Note 2 - Risks and Uncertainties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Nature of Operations [Text Block] | 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 We have incurred losses of $27.0 2011. nine September 30, 2017, $8.2 $3.7 $2.9 2013 2014, $250,000 September 2015, $2.6 101 . As of September 30, 2017, $943,000, $616,000 $2.1 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 not 2016 March 30, 2017. 101 101 4 Liquidity and Management’s Plans | 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 We have incurred losses of $18.8 2011. December 31, 2016, $5.1 $2.4 101. December 31, 2016, $438,000, $4.6 ’ deficit of $4.6 December 31, 2016, not third fourth 2016. may 6 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 101, 3 ’s Plans.” |
Note 3 - Liquidity and Manageme
Note 3 - Liquidity and Management Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 no not On July 3, 2017, 2016. The incentive payment received was approximately $460,000. During February March 2017, $3.1 $2.0 $3.1 418,332 7 Indebtedness If we are unable to obtain additional financing when needed, we will need to reduce our operations by taking actions that may 101 third 101 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- 101 101 not not There can be no | 3. Liquidity and Management Plans We will need to seek additional sources of funds to support our current business plans. We may no not On March 1, 2016 four may 101 third 101 Subsequent to the end of 2016, February 17, March 3, March 10 March 17, 2017, “2017 $3.1 11 In March 2017, 2013 March 31, 2017 $0.75 $0.375, 33.3%, 2013 $1.125 March 27, 2017 $3,000,000 March 31, 2017 4,183,333 $3,000,000 $137,500 11 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- 101 101 not not There can be no |
Note 4 - Summary of Significant
Note 4 - Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 subsidiary. 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 expenses during the reporting period. Actual results could differ from those estimates. Beneficial c onversion f eature For convertible debt where the rate of conversion is below fair market value for our common stock, the Company records a "beneficial conversion featur e (“BCF“) and related debt discount which is presented as a direct deduction from the carrying amount of the related debt. The discount is amortized to interest expense over the life of the debt. 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 through interest expense over the life of the related debt . Research and development costs Research and development costs include expenses incurred in the conduct of our Phase 1 third 101 101 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 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. Calculating share-based compensation expense requires the input of highly subjective assumptions, which represent our best estimates and involve inherent uncertainties and the application of management’s judgment. Compensation cost is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. The performance date for non-employee awards is generally not The fair value of share-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of share-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility 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 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 three nine September 30, 2017 2016, Grant Income Grant income is derived from a one $225,000 101 Grant income is recognized as a non-operating income when the related research and development expenses are incurred, terms of the grant have been complied with and the Company is eligible for reimbursement under the Grant Agreement. Comprehensive loss Comprehensive loss consists of our net loss and the effects of foreign currency translation. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be anti-dilutive, or reduce a net loss per share. The Company’s potential dilutive shares, which include outstanding common stock options and warrants, have not The following table summarizes the calculation of basic and diluted net loss per share for each of the periods presented (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (1,219 ) $ (1,079 ) $ (8,213 ) $ (2,874 ) Weighted average shares outstanding —basic and diluted 3,670,432 3,201,689 3,518,828 3,069,184 Basic and diluted net loss per share $ (0.33 ) $ (0.34 ) $ (2.33 ) $ (0.94 ) The following table sets forth the potential shares of common stock that were not Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee and non-employee stock options 683,960 316,360 683,960 316,360 Common shares issuable upon conversion of notes payable and accrued interest 315,356 246,667 315,356 246,667 Common shares issuable under common stock purchase warrants 351,500 366,050 351,500 366,050 | 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. Principles of consolidation The accompanying Consolidated Financial Statements include the assets, liabilities and expenses of Sun BioPharma, Inc. and our wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. 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. Concentration of credit risk Financial instruments that potentially subject the company to significant concentrations of credit risk consist primarily of cash. Cash is deposited in demand accounts at commercial banks. At times, such deposits may not 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. The unamortized balance of debt issuance costs is presented as a direct reduction of the carrying amount of the related debt. Research and development costs Research and development costs include expenses incurred in the conduct of our Phase 1 third 101 101 2016, 1 101. 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 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. Stock-based compensation In accounting for stock-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 vesting period, which is considered to be the requisite service period. We estimate pre-vesting award forfeitures when calculating the compensation costs and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Compensation expense for performance-based stock option awards is recognized when “performance” has occurred or is probable of occurring. The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility 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 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 December 31, 2016 2015. 10 ’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. 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 gain in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2016 2015, Comprehensive loss Comprehensive loss consists of our net loss and the effects 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, if any, 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. Our 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, 2016 2015 Net loss $ (5,112 ) $ (4,927 ) Weighted average shares outstanding —basic and diluted 31,068,765 14,073,174 Basic and diluted net loss per share $ (0.16 ) $ (0.35 ) The following outstanding potential common shares were not not Year Ended December 31, 2016 2015 Employee and non-employee stock options 7,019,600 3,463,600 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 2,550,000 13,101,267 8,480,267 Recently adopted accounting pronouncement In April 2015, No. 2015 03, 835 30 2016, not Recently issued accounting pronouncements In February 2016, No. 2016 02, 2016 02 840, 2016 02 2016 02 December 15, 2018, not 2016 02 In March 2016, No. 2016 09, 2016 09 December 15, 2016, not 2016 09 |
Note 5 - Accrued Liabilities
Note 5 - Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Accrued Liabilities [Text Block] | 6. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30 , 20 17 December 31, 2016 Accrued compensation and related expenses $ 1,094 $ 637 Clinical trial related expense 65 97 Professional services 55 70 Product and process development expenses — 29 Other 4 9 Total a ccrued liabilities $ 1,218 $ 842 Effective October 1, 2017 , we amended the previously disclosed employment agreements, as amended, with our Executive Chairman, President and Chief Executive Officer, Chief Financial Officer and Chief Medical Officer (the “Employees”). These amendments discontinued the “accrued compensation” provision that was introduced with the prior amendments to the employment agreements between the Company and each of the Employees dated September 12, 2016. one 2016 10 Subsequent Events | 5. Accrued liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2016 December 31, 2015 Deferred payroll and related expenses $ 637 $ 169 Clinical trial related expense 97 — Professional services 70 75 Product and process development expenses 29 259 Other 9 2 Total accrued liabilities $ 842 $ 505 |
Note 6 - Indebtedness
Note 6 - Indebtedness | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 7 . Indebtedness 2017 Convertible notes payable On each of February 17, March 3, March 10 March 17, 2017, investors in private transactions. Pursuant to these Note Agreements, we sold convertible promissory notes (the “2017 $3.1 2017 December 1, 2018 5.0% 2017 may 2017 2017 $2.0 2017 2017 $10.10 2017 $10.10 $15.00 $39.00 2017 $3.0 2017 2017 2017 10% $200,000 2017 2013 Convertible notes payable In 2013, “2013 $3.1 2013 5% $11.25 December 2018. not 2013 March 31, 2016. In March 2017, 2013 interest through March 31, 2017 $7.50 $3.75, 33.3%, 2013 $11.25 $2,750,000 2013 March 31, 2017 385,000 2013 $138,000 $11.5 $8.5 $3.0 10% $700,000 2013 $35,000 98,000 3 9 no Demand notes payable In September 2015 , we assumed $250,000 We included the holders of Demand Notes in our offer to convert all outstanding principal into shares of our common stock at a rate of $ 7.50 no $250,000 March 31, 2017 33,332 $1.0 $700,000. 3 9 no The following table sets forth the changes in convertible and demand notes payable during the nine September 30 2017 ( Convertible Notes Payable Principal Accrued Interest Demand Notes Principal value at December 31, 2016 $ 2,775 $ 105 $ 250 Accrued interest — 120 — Aggregate principal value of 2017 Notes sold 3,076 — — Aggregate principal value of 2013 Notes and accrued interest converted into common stock (2,750 ) (138 ) — Aggregate principal value of Demand Notes converted into common stock — — (250 ) Principal value at September 30, 2017 $ 3,101 $ 87 $ — Term debt On October 26, 2012, $300,000 4.125%. No were due until the maturity date, October 26, 2017, Effective October 26, 2017, Under the terms of the amendment the maturity date of the note was extended to May 1, 2019 $10,000 May 1, 2018 May 1, 2019. first September 30, 2017 Debt issuance costs and discount 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): September 30 , 2017 December 31, 2016 Convertible Notes Payable Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 3,101 $ 300 $ 2,775 $ 300 Deferred financing costs 16 37 105 37 Accumulated amortization (4 ) (37 ) (63 ) (31 ) Unamortized balance 12 — 42 6 Discount on debt 2,954 Accumulated amortization (961 ) Unamortized balance 1,993 Loan carrying amounts, net $ 1,096 $ 300 $ 2,733 $ 294 | 6. Indebtedness Term debt On October 26, 2012, $300,000 4.125%. No October 26, 2017, 6 one $4,000,000 December 31, 2016. 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, $250,000 no 10% $125,000 8 Convertible notes payable In the fourth 2013, “2013 $3.1 2013 5% $1.125 December 2018. 10% $700,000 December 31, 2016, not 2013 third fourth 2016. may 2013 $105,000 no In 2015, 2013 $225,000, 200,776 Debt issuance costs The following table summarizes the deferred financing costs which are presented as a direct reduction of the carrying amount of their related debt liabilities (in thousands): December 31, 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 (63 ) (31 ) (42 ) (24 ) Unamortized balance 42 6 63 13 Loan amount, net $ 2,733 $ 294 $ 2,712 $ 287 We recorded amortization of debt issuance costs of $28,000 December 31, 2016 2015, |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 7. Commitments and Contingencies License agreement On December 22, 2011, 2.5% 5% ten 10 first ● $50,000 270 first ● $100,000 first first ● $100,000 second first ● $300,000 third first In addition, the company is subject to six ● $50,000 first 1 ● $300,000 first ● $3,000,000 ● $2,000,000 one ● $1,000,000 first $100,000,000; ● $3,000,000 first $500,000,000. The license agreement is subject to customary and usual termination provisions. The Company must also pay an annual license maintenance fee of $10,000. On January 4, 2016, first 1 101 $50,000 Clinical trials We are currently conducting a Phase 1 24 36 first January 2016. 8 two 1 1 101 5 7 two $200 Indemnification of directors and officers The Company, as permitted under Delaware law and in accordance with its bylaws, 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 December 31, 2016 no not may may The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company had not December 31, 2016 2015. |
Note 8 - Stockholders' Defici33
Note 8 - Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Stockholders' Equity Note Disclosure [Text Block] | 8 . Stockholder s’ Deficit Shares reserved Shares of common stock reserved for future issuance are as follows: September 30 , 201 7 Stock options outstanding 683,960 Shares available for grant under equity incentive plan 1,110,400 Estimated common shares issuable upon conversion of notes payable and accrued interest 315,356 Common shares issuable under common stock purchase warrants 351,500 Total 2,461,216 | 8. Stockholders’ Deficit Private placement, resale registration On each of June 10, June 24, August 11 September 2, 2016, 2,221,000 1,110,500 one one $1.00. five $1.50 $1.9 $196,000 December 31, 2016, 1,085,500 Pursuant to the Purchase Agreements, we filed a registration statement on Form S- 1 October 3, 2016, Cimarron Medical, Inc. merger transaction On June 12, 2015, September 4, 2015, 28,442,484 ’s common stock, representing four one 144. 98.8% 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 2,550,000 ’s common stock. Approximately $2.8 $1.125 1,450,322 no Under GAAP, SBR was deemed to be the acquirer for accounting purposes because its former stockholders 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 $250,000 Sale of legacy Cimarron Medical business operations On September 28, 2015, $305,000 Private placement Pursuant to the June 12, 2015 September 4, 2015, $1,513,000, 762,500 Warrants In April 2015, $0.25 $0.1875 $170,625, 2015, $375,000 December 31, 2016, 2,450,000 Authorized capital stock The total number of shares of capital stock that the Company is authorized to issue is 220,000,000 200,000,000 20,000,000 May 17, 2016, 100,000,000 200,000,000 10,000,000 20,000,000. May 18, 2016 Shares reserved Shares of common stock reserved for future issuance are as follows: December 31, 2016 Stock options outstanding 7,019,600 Shares available for grant under equity incentive plan 11,144,000 Estimated common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 Total 24,245,267 |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9 . Share-based Compensation 2016 The Sun BioPharma, Inc. 2016 “2016 March 2016 May 17, 2016. 2016 2016 no ten 1 ,500,000 September 30, 2017, 389,600 2016 2011 The Sun BioPharma, Inc. 2011 “2011 terminated in conjunction with stockholder approval of the 2016 2011 2011 ten zero two September 30, 2017, 294,360 2011 Share-based compensation expense for each of the periods presented is as follows (in thousands): Nine months Ended September 30 , 2017 September 30 , 2016 Research and development $ 229 $ — G eneral and administrative 938 — Total share-based compensation $ 1,167 $ — A summary of option activity is as follows: Shares Available for Grant Shares Underlying Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balances at December 31, 2016 1,114,400 701,960 $ 9.50 $ 3,896,235 Granted (4,000 ) 4,000 10.10 Exercised — (22,000 ) 1.25 Cancelled — — — Balances at September 30, 2017 1,110,400 683,960 $ 9.77 $ 2,121,985 Information about stock options outstanding, vested and expected to vest as of September 30, 2017, Outstanding, Vested and Expected to Vest Options Vested and Exercisable Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $0.88 – 1.10 38,360 5.08 $ 1.00 38,360 5.08 2.28 – 2.50 42,000 6.37 2.47 42,000 6.37 3.18 214,000 7.42 3.18 214,000 7.42 10.10 4,000 4.28 10.10 — — 15.10 385,600 8.76 15.10 196,050 9.11 683,960 7.96 $ 9.77 490,410 7.83 As of September 30, 2017 not $1.1 1.2 Nonemployee share-based compensation We account for stock options granted to nonemployees in accordance with FASB ASC 505. 397,000 $0 nine September 30, 2017 2016, The estimated fair values of the stock options issued to employees and non-employees were calculated using the Black-Scholes valuation model, based on the following assumptions for the nine September 30, 2017 2016: 2017 2016 Common stock fair value $10.00 – $29.80 n/a Risk-free interest rate 1.43% – 1.93% n/a Expected dividend yield 0% n/a Expected option life (in years) 2.25 – 5.0 n/a Expected stock price volatility 75.0 – 78.0% n/a | 9. Stock-Based Compensation 2016 The Sun BioPharma, Inc. 2016 “2016 March 2016 May 17, 2016. 2016 2016 no ten 15,000,000 shares of common stock are reserved for issuance. As of December 31, 2016, 3,856,000 2016 2011 The Sun BioPharma, Inc. 2011 “2011 September 2011 January 2012. 2016 2011 2011 2011 ten zero two December 31, 2016, 3,163,600 2011 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 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, 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 Granted 3,856,000 1.51 Exercised — — Cancelled (300,000 ) 0.32 Forfeitures — — Options outstanding at December 31, 2016 7,019,600 $ 0.95 Options exercisable at December 31, 2016 4,035,600 $ 0.54 A summary of the status of our unvested shares during the year ended and as of December 31, 2016 Shares Under Option Weighted Average Grant-Date Fair Value Unvested at December 31, 2015 — $ — Granted 3,856,000 0.95 Vested (872,000 ) 0.95 Forfeitures — — Unvested at December 31, 2016 2,984,000 $ 0.95 Information about stock options outstanding, vested and expected to vest as of December 31, 2016, Outstanding, Vested and Expected to Vest Options Vested and Exercisable 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 5.85 $ 0.10 563,600 5.85 0.23 – 0.25 460,000 7.11 0.25 460,000 7.11 0.32 2,140,000 8.17 0.32 2,140,000 8.17 1.51 3,856,000 9.51 1.51 872,000 9.75 7,019,600 8.07 $ 0.95 4,035,600 8.07 The cumulative grant date fair value of employee options vested during the years ended December 31, 2016 2015 $336,000 $933,000, December 31, 2016 2015 $0 $693,000, December 31, 2016, $3.9 As of December 31, 2016 2015, not $1.9 $0, 1.95 0 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, 2016 2015: 2016 2015 Common stock fair value $1.51 $0.32 Risk-free interest rate 1.56% - 2.04% 1.57% - 1.61% Expected dividend yield 0% 0% Expected option life (years) 3.5 - 5.75 5.0 Expected stock price volatility 75.0% 62.60% - 64.59% Nonemployee stock-based compensation We account for stock options granted to nonemployees in accordance with FASB ASC 505. $557,000 $70,000 December 31, 2016 2015, Stock-based payments In the first 2016, 37,500 two $75,000. In the first 2015, 132,964 two $42,000. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 10. Income Taxes We have incurred net operating losses since inception. We have not At December 31, 2016 2015, $321,000 $733,000, 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, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 3,550 $ 3,395 Research credit carryforwards 235 236 Accrued expenses 188 — Stock-based compensation 420 148 Other 79 32 Total deferred tax assets 4,472 3,811 Valuation allowance (4,472 ) (3,811 ) 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 A reconciliation of the statutory tax rates and the effective tax rates is as follows: Year Ended December 31, 2016 2015 Statutory rate 34.0 % 34.0 % Permanent differences (4.0 ) (10.3 ) State tax rate true-up 0.6 5.3 Valuation allowance (30.7 ) (29.0 ) Other (0.1 ) (0.1 ) State and local income taxes — 0.1 Effective rate 0.0 % 0.0 % Net operating losses and tax credit carryforwards as of December 31, 2016, Amount (In thousands) Expiration Years Net operating losses —federal $ 10,441 Beginning 2031 Tax credits —federal 235 Beginning 2041 Utilization of the net operating loss carryforwards and credits may 1986, not 382 The Company is subject to taxation in the United States and Australia. Tax returns, since the inception of Sun BioPharma, Inc. in 2011 may December 31, 2013 |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Subsequent Events [Text Block] | 10 . Subsequent Events Reverse stock split Effect ive November 7, 2017, 1 10 No may not not 50% 100,000,000 10,000,000, 2016 8666M 206. | 11. Subsequent Events Sales of convertible promissory notes On each of February 17, March 3, March 10 March 17, 2017, “2017 $3.1 The 2017 December 1, 2018 5.0% may may 10% $200,000 Conversion of convertible notes payable In March 2017, 2013 March 31, 2017 $0.75 $0.375, 33.3%, 2013 $1.125 March 27, 2017 $3,000,000 March 31, 2017 4,183,333 $3,000,000 $137,500 3 9 no |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
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 subsidiary. 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 subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. |
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 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. |
Beneficial Conversion Feature, Policy [Policy Text Block] | Beneficial c onversion f eature For convertible debt where the rate of conversion is below fair market value for our common stock, the Company records a "beneficial conversion featur e (“BCF“) and related debt discount which is presented as a direct deduction from the carrying amount of the related debt. The discount is amortized to interest expense over the life of the debt. | |
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 through interest expense over the life of the related debt . | 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. The unamortized balance of debt issuance costs is presented as a direct reduction of the carrying amount of the related debt. |
Research and Development Expense, Policy [Policy Text Block] | Research and development costs Research and development costs include expenses incurred in the conduct of our Phase 1 third 101 101 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 | Research and development costs Research and development costs include expenses incurred in the conduct of our Phase 1 third 101 101 2016, 1 101. 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 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | 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. Calculating share-based compensation expense requires the input of highly subjective assumptions, which represent our best estimates and involve inherent uncertainties and the application of management’s judgment. Compensation cost is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. The performance date for non-employee awards is generally not The fair value of share-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of share-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility 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 | Stock-based compensation In accounting for stock-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 vesting period, which is considered to be the requisite service period. We estimate pre-vesting award forfeitures when calculating the compensation costs and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Compensation expense for performance-based stock option awards is recognized when “performance” has occurred or is probable of occurring. The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility 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 |
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 three nine September 30, 2017 2016, | 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 gain in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2016 2015, |
Grant Income Policy [Policy Text Block] | Grant Income Grant income is derived from a one $225,000 101 Grant income is recognized as a non-operating income when the related research and development expenses are incurred, terms of the grant have been complied with and the Company is eligible for reimbursement under the Grant Agreement. | |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive loss Comprehensive loss consists of our net loss and the effects of foreign currency translation. | Comprehensive loss Comprehensive loss consists of our net loss and the effects of foreign currency translation. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be anti-dilutive, or reduce a net loss per share. The Company’s potential dilutive shares, which include outstanding common stock options and warrants, have not The following table summarizes the calculation of basic and diluted net loss per share for each of the periods presented (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (1,219 ) $ (1,079 ) $ (8,213 ) $ (2,874 ) Weighted average shares outstanding —basic and diluted 3,670,432 3,201,689 3,518,828 3,069,184 Basic and diluted net loss per share $ (0.33 ) $ (0.34 ) $ (2.33 ) $ (0.94 ) The following table sets forth the potential shares of common stock that were not Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee and non-employee stock options 683,960 316,360 683,960 316,360 Common shares issuable upon conversion of notes payable and accrued interest 315,356 246,667 315,356 246,667 Common shares issuable under common stock purchase warrants 351,500 366,050 351,500 366,050 | 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, if any, 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. Our 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, 2016 2015 Net loss $ (5,112 ) $ (4,927 ) Weighted average shares outstanding —basic and diluted 31,068,765 14,073,174 Basic and diluted net loss per share $ (0.16 ) $ (0.35 ) The following outstanding potential common shares were not not Year Ended December 31, 2016 2015 Employee and non-employee stock options 7,019,600 3,463,600 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 2,550,000 13,101,267 8,480,267 |
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. | |
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. Cash is deposited in demand accounts at commercial banks. At times, such deposits may not | |
Fair Value Measurement, Policy [Policy Text Block] | 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. | |
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 December 31, 2016 2015. 10 ’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. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently adopted accounting pronouncement In April 2015, No. 2015 03, 835 30 2016, not Recently issued accounting pronouncements In February 2016, No. 2016 02, 2016 02 840, 2016 02 2016 02 December 15, 2018, not 2016 02 In March 2016, No. 2016 09, 2016 09 December 15, 2016, not 2016 09 |
Note 5 - Summary of Significa38
Note 5 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (1,219 ) $ (1,079 ) $ (8,213 ) $ (2,874 ) Weighted average shares outstanding —basic and diluted 3,670,432 3,201,689 3,518,828 3,069,184 Basic and diluted net loss per share $ (0.33 ) $ (0.34 ) $ (2.33 ) $ (0.94 ) | December 31, 2016 2015 Net loss $ (5,112 ) $ (4,927 ) Weighted average shares outstanding —basic and diluted 31,068,765 14,073,174 Basic and diluted net loss per share $ (0.16 ) $ (0.35 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee and non-employee stock options 683,960 316,360 683,960 316,360 Common shares issuable upon conversion of notes payable and accrued interest 315,356 246,667 315,356 246,667 Common shares issuable under common stock purchase warrants 351,500 366,050 351,500 366,050 | Year Ended December 31, 2016 2015 Employee and non-employee stock options 7,019,600 3,463,600 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 2,550,000 13,101,267 8,480,267 |
Note 6 - Accrued Liabilities (T
Note 6 - Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Accrued Liabilities [Table Text Block] | September 30 , 20 17 December 31, 2016 Accrued compensation and related expenses $ 1,094 $ 637 Clinical trial related expense 65 97 Professional services 55 70 Product and process development expenses — 29 Other 4 9 Total a ccrued liabilities $ 1,218 $ 842 | December 31, 2016 December 31, 2015 Deferred payroll and related expenses $ 637 $ 169 Clinical trial related expense 97 — Professional services 70 75 Product and process development expenses 29 259 Other 9 2 Total accrued liabilities $ 842 $ 505 |
Note 7 - Indebtedness (Tables)
Note 7 - Indebtedness (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Debt Activity [Table Text Block] | Convertible Notes Payable Principal Accrued Interest Demand Notes Principal value at December 31, 2016 $ 2,775 $ 105 $ 250 Accrued interest — 120 — Aggregate principal value of 2017 Notes sold 3,076 — — Aggregate principal value of 2013 Notes and accrued interest converted into common stock (2,750 ) (138 ) — Aggregate principal value of Demand Notes converted into common stock — — (250 ) Principal value at September 30, 2017 $ 3,101 $ 87 $ — | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30 , 2017 December 31, 2016 Convertible Notes Payable Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 3,101 $ 300 $ 2,775 $ 300 Deferred financing costs 16 37 105 37 Accumulated amortization (4 ) (37 ) (63 ) (31 ) Unamortized balance 12 — 42 6 Discount on debt 2,954 Accumulated amortization (961 ) Unamortized balance 1,993 Loan carrying amounts, net $ 1,096 $ 300 $ 2,733 $ 294 | December 31, 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 (63 ) (31 ) (42 ) (24 ) Unamortized balance 42 6 63 13 Loan amount, net $ 2,733 $ 294 $ 2,712 $ 287 |
Note 8 - Stockholders' Deficit
Note 8 - Stockholders' Deficit (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Common Stock Reserved for Future Issuance [Table Text Block] | September 30 , 201 7 Stock options outstanding 683,960 Shares available for grant under equity incentive plan 1,110,400 Estimated common shares issuable upon conversion of notes payable and accrued interest 315,356 Common shares issuable under common stock purchase warrants 351,500 Total 2,461,216 | December 31, 2016 Stock options outstanding 7,019,600 Shares available for grant under equity incentive plan 11,144,000 Estimated common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 Total 24,245,267 |
Note 9 - Share-based Compensa42
Note 9 - Share-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Nine months Ended September 30 , 2017 September 30 , 2016 Research and development $ 229 $ — G eneral and administrative 938 — Total share-based compensation $ 1,167 $ — | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Shares Available for Grant Shares Underlying Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balances at December 31, 2016 1,114,400 701,960 $ 9.50 $ 3,896,235 Granted (4,000 ) 4,000 10.10 Exercised — (22,000 ) 1.25 Cancelled — — — Balances at September 30, 2017 1,110,400 683,960 $ 9.77 $ 2,121,985 | Shares Underlying Options Weighted Average Exercise Price Per Share 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 Granted 3,856,000 1.51 Exercised — — Cancelled (300,000 ) 0.32 Forfeitures — — Options outstanding at December 31, 2016 7,019,600 $ 0.95 Options exercisable at December 31, 2016 4,035,600 $ 0.54 |
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 and Exercisable Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $0.88 – 1.10 38,360 5.08 $ 1.00 38,360 5.08 2.28 – 2.50 42,000 6.37 2.47 42,000 6.37 3.18 214,000 7.42 3.18 214,000 7.42 10.10 4,000 4.28 10.10 — — 15.10 385,600 8.76 15.10 196,050 9.11 683,960 7.96 $ 9.77 490,410 7.83 | Outstanding, Vested and Expected to Vest Options Vested and Exercisable 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 5.85 $ 0.10 563,600 5.85 0.23 – 0.25 460,000 7.11 0.25 460,000 7.11 0.32 2,140,000 8.17 0.32 2,140,000 8.17 1.51 3,856,000 9.51 1.51 872,000 9.75 7,019,600 8.07 $ 0.95 4,035,600 8.07 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2017 2016 Common stock fair value $10.00 – $29.80 n/a Risk-free interest rate 1.43% – 1.93% n/a Expected dividend yield 0% n/a Expected option life (in years) 2.25 – 5.0 n/a Expected stock price volatility 75.0 – 78.0% n/a | 2016 2015 Common stock fair value $1.51 $0.32 Risk-free interest rate 1.56% - 2.04% 1.57% - 1.61% Expected dividend yield 0% 0% Expected option life (years) 3.5 - 5.75 5.0 Expected stock price volatility 75.0% 62.60% - 64.59% |
Note 4 - Summary of Significa43
Note 4 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (1,219 ) $ (1,079 ) $ (8,213 ) $ (2,874 ) Weighted average shares outstanding —basic and diluted 3,670,432 3,201,689 3,518,828 3,069,184 Basic and diluted net loss per share $ (0.33 ) $ (0.34 ) $ (2.33 ) $ (0.94 ) | December 31, 2016 2015 Net loss $ (5,112 ) $ (4,927 ) Weighted average shares outstanding —basic and diluted 31,068,765 14,073,174 Basic and diluted net loss per share $ (0.16 ) $ (0.35 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee and non-employee stock options 683,960 316,360 683,960 316,360 Common shares issuable upon conversion of notes payable and accrued interest 315,356 246,667 315,356 246,667 Common shares issuable under common stock purchase warrants 351,500 366,050 351,500 366,050 | Year Ended December 31, 2016 2015 Employee and non-employee stock options 7,019,600 3,463,600 Estimated common shares issuable upon conversion of notes payable 2,466,667 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 2,550,000 13,101,267 8,480,267 |
Note 5 - Accrued Liabilities (T
Note 5 - Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Accrued Liabilities [Table Text Block] | September 30 , 20 17 December 31, 2016 Accrued compensation and related expenses $ 1,094 $ 637 Clinical trial related expense 65 97 Professional services 55 70 Product and process development expenses — 29 Other 4 9 Total a ccrued liabilities $ 1,218 $ 842 | December 31, 2016 December 31, 2015 Deferred payroll and related expenses $ 637 $ 169 Clinical trial related expense 97 — Professional services 70 75 Product and process development expenses 29 259 Other 9 2 Total accrued liabilities $ 842 $ 505 |
Note 6 - Indebtedness (Tables)
Note 6 - Indebtedness (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Long-term Debt Instruments [Table Text Block] | September 30 , 2017 December 31, 2016 Convertible Notes Payable Term Debt Convertible Notes Payable Long-Term Debt Loan principal amount $ 3,101 $ 300 $ 2,775 $ 300 Deferred financing costs 16 37 105 37 Accumulated amortization (4 ) (37 ) (63 ) (31 ) Unamortized balance 12 — 42 6 Discount on debt 2,954 Accumulated amortization (961 ) Unamortized balance 1,993 Loan carrying amounts, net $ 1,096 $ 300 $ 2,733 $ 294 | December 31, 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 (63 ) (31 ) (42 ) (24 ) Unamortized balance 42 6 63 13 Loan amount, net $ 2,733 $ 294 $ 2,712 $ 287 |
Note 8 - Stockholders' Defici46
Note 8 - Stockholders' Deficit (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Schedule of Common Stock Reserved for Future Issuance [Table Text Block] | September 30 , 201 7 Stock options outstanding 683,960 Shares available for grant under equity incentive plan 1,110,400 Estimated common shares issuable upon conversion of notes payable and accrued interest 315,356 Common shares issuable under common stock purchase warrants 351,500 Total 2,461,216 | December 31, 2016 Stock options outstanding 7,019,600 Shares available for grant under equity incentive plan 11,144,000 Estimated common shares issuable upon conversion of notes payable 2,466,667 Common shares issuable under common stock purchase warrants 3,615,000 Total 24,245,267 |
Note 9 - Stock-based Compensa47
Note 9 - Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Notes Tables | ||
Share-based Compensation, Stock Options, Activity [Table Text Block] | Shares Available for Grant Shares Underlying Options Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balances at December 31, 2016 1,114,400 701,960 $ 9.50 $ 3,896,235 Granted (4,000 ) 4,000 10.10 Exercised — (22,000 ) 1.25 Cancelled — — — Balances at September 30, 2017 1,110,400 683,960 $ 9.77 $ 2,121,985 | Shares Underlying Options Weighted Average Exercise Price Per Share 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 Granted 3,856,000 1.51 Exercised — — Cancelled (300,000 ) 0.32 Forfeitures — — Options outstanding at December 31, 2016 7,019,600 $ 0.95 Options exercisable at December 31, 2016 4,035,600 $ 0.54 |
Schedule of Nonvested Share Activity [Table Text Block] | Shares Under Option Weighted Average Grant-Date Fair Value Unvested at December 31, 2015 — $ — Granted 3,856,000 0.95 Vested (872,000 ) 0.95 Forfeitures — — Unvested at December 31, 2016 2,984,000 $ 0.95 | |
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 and Exercisable Weighted Average Weighted Average Remaining Weighted Remaining Per Share Contractual Average Options Contractual Exercise Price Shares Life (Years) Exercise Price Exercisable Life (Years) $0.88 – 1.10 38,360 5.08 $ 1.00 38,360 5.08 2.28 – 2.50 42,000 6.37 2.47 42,000 6.37 3.18 214,000 7.42 3.18 214,000 7.42 10.10 4,000 4.28 10.10 — — 15.10 385,600 8.76 15.10 196,050 9.11 683,960 7.96 $ 9.77 490,410 7.83 | Outstanding, Vested and Expected to Vest Options Vested and Exercisable 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 5.85 $ 0.10 563,600 5.85 0.23 – 0.25 460,000 7.11 0.25 460,000 7.11 0.32 2,140,000 8.17 0.32 2,140,000 8.17 1.51 3,856,000 9.51 1.51 872,000 9.75 7,019,600 8.07 $ 0.95 4,035,600 8.07 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2017 2016 Common stock fair value $10.00 – $29.80 n/a Risk-free interest rate 1.43% – 1.93% n/a Expected dividend yield 0% n/a Expected option life (in years) 2.25 – 5.0 n/a Expected stock price volatility 75.0 – 78.0% n/a | 2016 2015 Common stock fair value $1.51 $0.32 Risk-free interest rate 1.56% - 2.04% 1.57% - 1.61% Expected dividend yield 0% 0% Expected option life (years) 3.5 - 5.75 5.0 Expected stock price volatility 75.0% 62.60% - 64.59% |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 3,550 $ 3,395 Research credit carryforwards 235 236 Accrued expenses 188 — Stock-based compensation 420 148 Other 79 32 Total deferred tax assets 4,472 3,811 Valuation allowance (4,472 ) (3,811 ) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2016 2015 Statutory rate 34.0 % 34.0 % Permanent differences (4.0 ) (10.3 ) State tax rate true-up 0.6 5.3 Valuation allowance (30.7 ) (29.0 ) Other (0.1 ) (0.1 ) State and local income taxes — 0.1 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 $ 10,441 Beginning 2031 Tax credits —federal 235 Beginning 2041 |
Note 2 - Risks and Uncertaint49
Note 2 - Risks and Uncertainties (Details Textual) - USD ($) | Mar. 31, 2017 | Sep. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2014 |
Net Income (Loss) Attributable to Parent | $ (1,219,000) | $ (1,079,000) | $ (8,213,000) | $ (2,874,000) | $ (5,112,000) | $ (4,927,000) | $ (18,800,000) | $ (27,000,000) | ||||
Induced Conversion of Convertible Debt Expense | 3,696,000 | |||||||||||
Notes Assumed | $ 250,000 | 250,000 | ||||||||||
Net Cash Provided by (Used in) Operating Activities | (2,619,000) | (1,570,000) | ||||||||||
Cash and Cash Equivalents, at Carrying Value | 943,000 | $ 1,229,000 | 943,000 | $ 1,229,000 | 438,000 | 925,000 | 438,000 | 943,000 | $ 1,654,000 | |||
Working Capital | (616,000) | (616,000) | (4,600,000) | (4,600,000) | (616,000) | |||||||
Stockholders' Equity Attributable to Parent | $ (2,099,000) | (2,099,000) | $ (4,642,000) | $ (2,681,000) | $ (4,642,000) | $ (2,099,000) | $ (1,316,000) | |||||
Unsecured Debt [Member] | Demand Notes [Member] | ||||||||||||
Induced Conversion of Convertible Debt Expense | $ 700,000 | |||||||||||
Notes Assumed | $ 250,000 | |||||||||||
Conversion of 2013 Notes into Common Stock [Member] | ||||||||||||
Debt Conversion, Original Debt, Amount Including Accrued, but Unpaid Interest | $ 2,900,000 |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation (Details Textual) - Subsequent Event [Member] | Nov. 07, 2017 |
Reduction of Shares Authorized, Percent | 50.00% |
Reverse Stock Split [Member] | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |
Note 4 - Liquidity and Manage51
Note 4 - Liquidity and Management Plans (Details Textual) - USD ($) | Jul. 03, 2017 | Mar. 31, 2017 | Dec. 31, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Mar. 17, 2017 | Dec. 31, 2016 |
Proceeds from Incentive Payment Received | $ 460,000 | |||||||
Proceeds from Convertible Debt | $ 3,100,000 | $ 3,100,000 | $ 3,059,000 | |||||
Convertible Debt [Member] | ||||||||
Proceeds from Convertible Debt | 3,076,000 | |||||||
Long-term Debt, Gross | $ 3,100,000 | $ 3,101,000 | $ 2,775,000 | $ 2,775,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 418,332 | 200,776 | ||||||
Convertible Debt [Member] | The 2017 Notes [Member] | ||||||||
Debt Instrument, Qualified Financing, Minimum Proceeds | $ 2,000,000 | $ 2,000,000 |
Note 5 - Summary of Significa52
Note 5 - Summary of Significant Accounting Policies (Details Textual) - USD ($) xbrli-pure in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | |
Grant Agreement, Total Grants | $ 225,000 |
Note 5 - Summary of Significa53
Note 5 - Summary of Significant Accounting Policies - Calculation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 72 Months Ended | 81 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2017 | |
Net loss | $ (1,219,000) | $ (1,079,000) | $ (8,213,000) | $ (2,874,000) | $ (5,112,000) | $ (4,927,000) | $ (18,800,000) | $ (27,000,000) |
Weighted average shares outstanding – basic and diluted (in shares) | 3,670,432 | 3,201,689 | 3,518,828 | 3,069,184 | 31,068,765 | 14,073,174 | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.33) | $ (0.34) | $ (2.33) | $ (0.94) | $ (0.16) | $ (0.35) |
Note 5 - Summary of Significa54
Note 5 - Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive securities (in shares) | 13,101,267 | 8,480,267 | ||||
Stock Compensation Plan [Member] | ||||||
Anti-dilutive securities (in shares) | 683,960 | 316,360 | 683,960 | 316,360 | 7,019,600 | 3,463,600 |
Convertible Debt Securities [Member] | ||||||
Anti-dilutive securities (in shares) | 315,356 | 246,667 | 315,356 | 246,667 | 2,466,667 | 2,466,667 |
Warrant [Member] | ||||||
Anti-dilutive securities (in shares) | 351,500 | 366,050 | 351,500 | 366,050 | 3,615,000 | 2,550,000 |
Note 6 - Accrued Liabilities -
Note 6 - Accrued Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued liabilities | $ 1,218 | $ 842 | $ 505 |
Accrued Compensation and Related Expenses [Member] | |||
Accrued liabilities | 1,094 | 637 | |
Clinical Trial Related Expense [Member] | |||
Accrued liabilities | 65 | 97 | |
Professional Services [Member] | |||
Accrued liabilities | 55 | 70 | 75 |
Product and Process Development [Member] | |||
Accrued liabilities | 29 | 259 | |
Other Accrued Liabilities [Member] | |||
Accrued liabilities | $ 4 | $ 9 | $ 2 |
Note 7 - Indebtedness (Details
Note 7 - Indebtedness (Details Textual) - USD ($) | Oct. 26, 2017 | Mar. 31, 2017 | Mar. 17, 2017 | Sep. 28, 2015 | Mar. 31, 2017 | Mar. 27, 2017 | Mar. 17, 2017 | Sep. 30, 2015 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Oct. 26, 2012 |
Share Price | $ 1.51 | $ 0.32 | ||||||||||||||||
Proceeds from Convertible Debt | $ 3,100,000 | $ 3,100,000 | $ 3,059,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 226,000 | |||||||||||||||||
Induced Conversion of Convertible Debt Expense | $ 3,696,000 | |||||||||||||||||
Notes Assumed | $ 250,000 | $ 250,000 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Proceeds from Convertible Debt | $ 3,100,000 | |||||||||||||||||
Institute [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.125% | |||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||
Conversion of 2013 Notes into Common Stock [Member] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,750,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 385,000 | |||||||||||||||||
Debt Conversion, Original Debt, Amount of Accrued but Unpaid Interest | $ 138,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 11,500,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Initial Agreement Amount | 8,500,000 | $ 8,500,000 | $ 8,500,000 | |||||||||||||||
Conversion of 2013 Notes into Common Stock by Stockholder [Member] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 700,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 98,000 | |||||||||||||||||
Debt Conversion, Original Debt, Amount of Accrued but Unpaid Interest | $ 35,000 | |||||||||||||||||
Conversion of Demand Notes into Common Stock [Member] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 33,332 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000,000 | |||||||||||||||||
Debt Conversion, Conversion Price | $ 7.50 | $ 7.50 | $ 7.50 | |||||||||||||||
Minimum [Member] | ||||||||||||||||||
Share Price | $ 15 | $ 15 | $ 10 | $ 10 | ||||||||||||||
Maximum [Member] | ||||||||||||||||||
Share Price | $ 39 | $ 39 | $ 29.80 | $ 29.80 | ||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | $ 1.125 | ||||||||||||||||
Proceeds from Convertible Debt | $ 3,076,000 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | 2,750,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 418,332 | 200,776 | ||||||||||||||||
Debt Conversion, Original Debt, Amount of Accrued but Unpaid Interest | 138,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 225,000 | |||||||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | |||||||||||||||||
Debt Instrument, Debt Default, Settlement Offer Conversion Rate | 0.75 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Discount | $ 0.375 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Discount rate | 33.30% | |||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | |||||||||||||||||
The 2017 Notes [Member] | ||||||||||||||||||
Proceeds from Convertible Debt, Gross | $ 3,100,000 | |||||||||||||||||
The 2017 Notes [Member] | One Stockholder [Member] | ||||||||||||||||||
Proceeds from Convertible Debt | $ 200,000 | |||||||||||||||||
The 2017 Notes [Member] | Convertible Debt [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||||||||
Debt Instrument, Qualified Financing, Minimum Proceeds | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10.10 | $ 10.10 | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000,000 | |||||||||||||||||
The 2013 Notes [Member] | ||||||||||||||||||
Proceeds from Convertible Debt, Gross | $ 3,100,000 | |||||||||||||||||
The 2013 Notes [Member] | Convertible Debt [Member] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 11.25 | $ 11.25 | $ 11.25 | |||||||||||||||
Debt Instrument, Debt Default, Settlement Offer Conversion Rate | 7.50 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Discount | $ 3.75 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Discount rate | 33.30% | 33.30% | 33.30% | |||||||||||||||
Induced Conversion of Convertible Debt Expense | $ 3,000,000 | |||||||||||||||||
Demand Notes [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Induced Conversion of Convertible Debt Expense | $ 700,000 | |||||||||||||||||
Notes Assumed | $ 250,000 | |||||||||||||||||
Amended Unsecured Loan Agreement [Member] | Institute [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 10,000 |
Note 7 - Indebtedness - Changes
Note 7 - Indebtedness - Changes in Debt (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | |
Proceeds from the sale of convertible promissory notes, net of offering costs of $16 | $ 3,100,000 | $ 3,100,000 | $ 3,059,000 | |
Convertible Debt [Member] | ||||
Principal value | 2,775,000 | $ 2,775,000 | ||
Accrued interest | 105,000 | |||
Accrued interest | 120,000 | |||
Proceeds from the sale of convertible promissory notes, net of offering costs of $16 | 3,076,000 | |||
Aggregate principal value of notes converted into common stock | (2,750,000) | |||
Accrued interest converted into common stock | (138,000) | |||
Principal value | $ 3,100,000 | 3,101,000 | ||
Accrued interest | 87,000 | |||
Unsecured Debt [Member] | ||||
Principal value | 250,000 | |||
Aggregate principal value of notes converted into common stock | (250,000) | |||
Principal value |
Note 7 - Indebtedness - Deferre
Note 7 - Indebtedness - Deferred Financing Costs (Details) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Loan carrying amounts, net, convertible notes payable | $ 1,096,000 | $ 2,712,000 | ||
Convertible Debt [Member] | ||||
Long-term Debt, Gross | 3,101,000 | $ 3,100,000 | 2,775,000 | 2,775,000 |
Deferred financing costs, convertible notes payable | 16,000 | 105,000 | 105,000 | |
Accumulated amortization, convertible notes payable | (4,000) | (63,000) | (42,000) | |
Unamortized balance, convertible notes payable | 12,000 | 42,000 | 63,000 | |
Discount on debt, convertible notes payable | 2,954,000 | |||
Accumulated amortization, convertible notes payable | (961,000) | |||
Unamortized balance, convertible notes payable | 1,993,000 | |||
Loan carrying amounts, net, convertible notes payable | 1,096,000 | 2,733,000 | 2,712,000 | |
Long-term Debt, Net [Member] | ||||
Long-term Debt, Gross | 300,000 | 300,000 | 300,000 | |
Deferred financing costs, convertible notes payable | 37,000 | 37,000 | 37,000 | |
Accumulated amortization, convertible notes payable | (37,000) | (31,000) | (24,000) | |
Unamortized balance, convertible notes payable | 6,000 | 13,000 | ||
Loan carrying amounts, net, long term debt | $ 300,000 | $ 294,000 | $ 287,000 |
Note 8 - Stockholders' Defici59
Note 8 - Stockholders' Deficit - Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Stock options outstanding (in shares) | 683,960 | 7,019,600 |
Shares available for grant under equity incentive plan (in shares) | 1,110,400 | 1,114,400 |
Estimated common shares issuable upon conversion of notes payable and accrued interest (in shares) | 315,356 | 2,466,667 |
Common shares issuable under common stock purchase warrants (in shares) | 351,500 | 3,615,000 |
Total (in shares) | 2,461,216 | 24,245,267 |
Note 9 - Share-based Compensa60
Note 9 - Share-based Compensation (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 04, 2015 | Dec. 31, 2014 | |
Common Stock, Capital Shares Reserved for Future Issuance | 2,461,216 | 24,245,267 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 683,960 | 701,960 | 3,463,600 | 5,043,600 | 5,487,752 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,100,000 | $ 1,900,000 | $ 0 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 73 days | |||||
Share-based Goods and Nonemployee Services Transaction, Compensation Expense | $ 397,000 | $ 0 | ||||
Employee Stock Option [Member] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 346 days | 0 years | ||||
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 389,600 | 3,856,000 | ||||
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | Employee Stock Option [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | 15,000,000 | ||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 294,360 | 3,163,600 | ||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | |||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | |||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years |
Note 9 - Share-based Compensa61
Note 9 - Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based compensation expense | $ 75,000 | $ 42,000 | $ 1,167,000 | $ 557,000 | $ 70,000 | |
Research and Development Expense [Member] | ||||||
Share-based compensation expense | 229,000 | |||||
General and Administrative Expense [Member] | ||||||
Share-based compensation expense | $ 938,000 |
Note 9 - Share-based Compensa62
Note 9 - Share-based Compensation - Summary of Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, shares available for grant (in shares) | 1,114,400 | ||
Balance, shares underlying options (in shares) | 701,960 | 3,463,600 | 5,487,752 |
Balance, weighted average exercise price per share (in dollars per share) | $ 9.50 | $ 0.27 | $ 0.24 |
Aggregate intrinsic value | $ 2,121,985 | $ 3,896,235 | |
Granted, shares available for grant (in shares) | (4,000) | ||
Granted, shares underlying options (in shares) | 4,000 | 3,856,000 | 5,340,000 |
Granted, weighted average exercise price per share (in dollars per share) | $ 10.10 | $ 1.51 | $ 0.32 |
Exercised, shares underlying options (in shares) | (22,000) | (2,590,536) | |
Exercised, weighted average exercise price per share (in dollars per share) | $ 1.25 | $ 0.20 | |
Cancelled, shares underlying options (in shares) | 300,000 | 4,773,616 | |
Cancelled, weighted average exercise price per share (in dollars per share) | $ 0.32 | $ 0.22 | |
Balance, shares available for grant (in shares) | 1,110,400 | 1,114,400 | |
Balance, shares underlying options (in shares) | 683,960 | 701,960 | 3,463,600 |
Balance, weighted average exercise price per share (in dollars per share) | $ 9.77 | $ 9.50 | $ 0.27 |
Note 9 - Share-based Compensa63
Note 9 - Share-based Compensation - Options Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stock options outstanding (in shares) | 683,960 | 7,019,600 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 350 days | 8 years 25 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.77 | $ 0.95 |
Options exercisable (in shares) | 490,410 | 4,035,600 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 302 days | 8 years 25 days |
Exercise Price Range 1 [Member] | ||
Per share exercise price, lower limit (in dollars per share) | $ 0.88 | $ 0.09 |
Per share exercise price, upper limit (in dollars per share) | $ 1.10 | $ 0.11 |
Stock options outstanding (in shares) | 38,360 | 563,600 |
Options outstanding, weighted average remaining contractual life (Year) | 5 years 29 days | 5 years 310 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1 | $ 0.10 |
Options exercisable (in shares) | 38,360 | 563,600 |
Options exercisable, weighted average remaining contractual life (Year) | 5 years 29 days | 5 years 310 days |
Exercise Price Range 2 [Member] | ||
Per share exercise price, lower limit (in dollars per share) | $ 2.28 | $ 0.23 |
Per share exercise price, upper limit (in dollars per share) | $ 2.50 | $ 0.25 |
Stock options outstanding (in shares) | 42,000 | 460,000 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 135 days | 7 years 40 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 2.47 | $ 0.25 |
Options exercisable (in shares) | 42,000 | 460,000 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 135 days | 7 years 40 days |
Exercise Price Range 3 [Member] | ||
Stock options outstanding (in shares) | 214,000 | 2,140,000 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 153 days | 8 years 62 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 3.18 | $ 0.32 |
Options exercisable (in shares) | 214,000 | 2,140,000 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 153 days | 8 years 62 days |
Exercise Price Range 4 [Member] | ||
Stock options outstanding (in shares) | 4,000 | 3,856,000 |
Options outstanding, weighted average remaining contractual life (Year) | 4 years 102 days | 9 years 186 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 10.10 | $ 1.51 |
Options exercisable (in shares) | 872,000 | |
Options exercisable, weighted average remaining contractual life (Year) | 9 years 273 days | |
Exercise Price Range 5 [Member] | ||
Stock options outstanding (in shares) | 385,600 | |
Options outstanding, weighted average remaining contractual life (Year) | 8 years 277 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.10 | |
Options exercisable (in shares) | 196,050 | |
Options exercisable, weighted average remaining contractual life (Year) | 9 years 40 days |
Note 9 - Share-based Compensa64
Note 9 - Share-based Compensation - Assumptions Used in Calculating Fair Value of Options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 17, 2017 | |
Common stock fair value (in dollars per share) | $ 1.51 | $ 0.32 | |||
Risk-free interest rate | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Expected option life (in years) (Year) | 5 years | ||||
Expected stock price volatility | 75.00% | ||||
Minimum [Member] | |||||
Common stock fair value (in dollars per share) | $ 10 | $ 15 | |||
Risk-free interest rate | 1.43% | 1.56% | 1.57% | ||
Expected option life (in years) (Year) | 2 years 91 days | 3 years 182 days | |||
Expected stock price volatility | 75.00% | 62.60% | |||
Maximum [Member] | |||||
Common stock fair value (in dollars per share) | $ 29.80 | $ 39 | |||
Risk-free interest rate | 1.93% | 2.04% | 1.61% | ||
Expected option life (in years) (Year) | 5 years | 5 years 273 days | |||
Expected stock price volatility | 78.00% | 64.59% |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Textual) | Nov. 07, 2017 | Sep. 30, 2017shares | Dec. 31, 2016shares | May 17, 2016shares | Dec. 31, 2015shares |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
Subsequent Event [Member] | |||||
Reduction of Shares Authorized, Percent | 50.00% | ||||
Subsequent Event [Member] | Reverse Stock Split [Member] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |
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 Uncertaint67
Note 2 - Risks and Uncertainties (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 72 Months Ended | 81 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2014 | |
Net Income (Loss) Attributable to Parent | $ (1,219,000) | $ (1,079,000) | $ (8,213,000) | $ (2,874,000) | $ (5,112,000) | $ (4,927,000) | $ (18,800,000) | $ (27,000,000) | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (2,398,000) | (3,897,000) | |||||||
Cash and Cash Equivalents, at Carrying Value | 943,000 | $ 1,229,000 | 943,000 | $ 1,229,000 | 438,000 | 925,000 | 438,000 | 943,000 | $ 1,654,000 |
Working Capital | (616,000) | (616,000) | (4,600,000) | (4,600,000) | (616,000) | ||||
Stockholders' Equity Attributable to Parent | $ (2,099,000) | $ (2,099,000) | $ (4,642,000) | $ (2,681,000) | $ (4,642,000) | $ (2,099,000) | $ (1,316,000) |
Note 3 - Liquidity and Manage68
Note 3 - Liquidity and Management Plans (Details Textual) - USD ($) | Mar. 31, 2017 | Mar. 27, 2017 | Mar. 17, 2017 | Mar. 31, 2017 | Dec. 31, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 |
Proceeds from Convertible Debt | $ 3,100,000 | $ 3,100,000 | $ 3,059,000 | |||||
Convertible Debt [Member] | ||||||||
Proceeds from Convertible Debt | 3,076,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | |||||||
Debt Conversion, Original Debt, Amount | $ 2,750,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 418,332 | 200,776 | ||||||
Convertible Debt [Member] | Scenario, Forecast [Member] | ||||||||
Debt Conversion, Original Debt, Amount | $ 3,000,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,183,333 | |||||||
Debt Conversion, Original Debt Accrued Interest, Amount | $ 137,500 | |||||||
Subsequent Event [Member] | ||||||||
Proceeds from Convertible Debt | $ 3,100,000 | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||
Debt Instrument, Debt Default, Settlement Offer Conversion Rate | $ 0.75 | |||||||
Debt Instrument, Convertible, Conversion Price, Discount | $ 0.375 | |||||||
Debt Instrument, Convertible, Conversion Price, Discount rate | 33.30% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 |
Note 4 - Summary of Significa69
Note 4 - Summary of Significant Accounting Policies (Details Textual) xbrli-pure in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Note 4 - Summary of Significa70
Note 4 - Summary of Significant Accounting Policies - Calculation of Net Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 72 Months Ended | 81 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2017 | |
Net loss | $ (1,219,000) | $ (1,079,000) | $ (8,213,000) | $ (2,874,000) | $ (5,112,000) | $ (4,927,000) | $ (18,800,000) | $ (27,000,000) |
Weighted average shares outstanding—basic and diluted (in shares) | 3,670,432 | 3,201,689 | 3,518,828 | 3,069,184 | 31,068,765 | 14,073,174 | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.33) | $ (0.34) | $ (2.33) | $ (0.94) | $ (0.16) | $ (0.35) |
Note 4 - Summary of Significa71
Note 4 - Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive securities (in shares) | 13,101,267 | 8,480,267 | ||||
Stock Compensation Plan [Member] | ||||||
Anti-dilutive securities (in shares) | 683,960 | 316,360 | 683,960 | 316,360 | 7,019,600 | 3,463,600 |
Convertible Debt Securities [Member] | ||||||
Anti-dilutive securities (in shares) | 315,356 | 246,667 | 315,356 | 246,667 | 2,466,667 | 2,466,667 |
Warrant [Member] | ||||||
Anti-dilutive securities (in shares) | 351,500 | 366,050 | 351,500 | 366,050 | 3,615,000 | 2,550,000 |
Note 5 - Accrued Liabilities -
Note 5 - Accrued Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued liabilities | $ 1,218 | $ 842 | $ 505 |
Deferred payroll and Related Expense [Member] | |||
Accrued liabilities | 637 | 169 | |
Clinical Trial Related Expense [Member] | |||
Accrued liabilities | 65 | 97 | |
Professional Services [Member] | |||
Accrued liabilities | 55 | 70 | 75 |
Product and Process Development [Member] | |||
Accrued liabilities | 29 | 259 | |
Other Accrued Liabilities [Member] | |||
Accrued liabilities | $ 4 | $ 9 | $ 2 |
Note 6 - Indebtedness (Details
Note 6 - Indebtedness (Details Textual) - USD ($) | Sep. 28, 2015 | Oct. 26, 2012 | Mar. 31, 2017 | Dec. 31, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Notes Assumed | $ 250,000 | $ 250,000 | ||||||
Unsecured Debt, Current | 250,000 | 250,000 | ||||||
Proceeds from Convertible Debt | $ 3,100,000 | $ 3,100,000 | 3,059,000 | |||||
Convertible Notes Payable, Current | 2,733,000 | |||||||
Interest Payable, Current | 57,000 | 155,000 | 35,000 | |||||
Debt Conversion, Converted Instrument, Amount | 226,000 | |||||||
Amortization of Debt Issuance Costs | 53,000 | $ 21,000 | 28,000 | 28,000 | ||||
Convertible Debt [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Proceeds from Convertible Debt | $ 3,076,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | |||||||
Interest Payable, Current | 105,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 225,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 418,332 | 200,776 | ||||||
Shareholder With Over 10% Interest [Member] | ||||||||
Unsecured Debt, Current | 125,000 | |||||||
Convertible Notes Payable, Current | $ 700,000 | |||||||
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 |
Note 6 - Indebtedness - Deferre
Note 6 - Indebtedness - Deferred Financing Costs (Details) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Loan carrying amounts, net, convertible notes payable | $ 1,096,000 | $ 2,712,000 | ||
Convertible Debt [Member] | ||||
Long-term Debt, Gross | 3,101,000 | $ 3,100,000 | 2,775,000 | 2,775,000 |
Deferred financing costs, convertible notes payable | 16,000 | 105,000 | 105,000 | |
Accumulated amortization, convertible notes payable | (4,000) | (63,000) | (42,000) | |
Unamortized balance, convertible notes payable | 12,000 | 42,000 | 63,000 | |
Loan carrying amounts, net, convertible notes payable | 1,096,000 | 2,733,000 | 2,712,000 | |
Long-term Debt, Net [Member] | ||||
Long-term Debt, Gross | 300,000 | 300,000 | 300,000 | |
Deferred financing costs, convertible notes payable | 37,000 | 37,000 | 37,000 | |
Accumulated amortization, convertible notes payable | (37,000) | (31,000) | (24,000) | |
Unamortized balance, convertible notes payable | 6,000 | 13,000 | ||
Loan amount, net | $ 300,000 | $ 294,000 | $ 287,000 |
Note 7 - Commitments and Cont75
Note 7 - Commitments and Contingencies (Details Textual) - USD ($) | Dec. 22, 2011 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2015 |
Accounts Payable, Current | $ 1,245,000 | $ 874,000 | $ 585,000 | |
Indemnification Agreement [Member] | ||||
Loss Contingency Accrual | $ 0 | 0 | ||
SBP - 101 [Member] | ||||
Expected Cost of Approval | $ 200,000,000 | |||
Minimum [Member] | SBP - 101 [Member] | ||||
Clinical Trial Duration | 2 years | |||
Estimated Time for Approval | 5 years | |||
Maximum [Member] | SBP - 101 [Member] | ||||
Clinical Trial Duration | 3 years | |||
Estimated Time for Approval | 7 years | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | ||||
Royalty Term | 10 years | |||
Annual License Maintenance Fee | $ 10,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Amount Due 270 Days After Occurrence of First Commercial Sale [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | 50,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Amount Due on the First Anniversary Date of First Payment [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | 100,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Amount Due on the Second Anniversary of First Payment [Member] | ||||
Minimum Annual Royalties Due After Commercial Sale | 100,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [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 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Milestone Payment Upon Enrollment of First Subject in Phase 1 Clinical Trial [Member] | ||||
Milestone Payments | 50,000 | |||
Accounts Payable, Current | $ 50,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Milestone Payment Due Upon Enrollment of the First Subject in Phase II Clinical Trial [Member] | ||||
Milestone Payments | 300,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Milestone Payments Due Upon Approval of a New Drug Application [Member] | ||||
Milestone Payments | 3,000,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Milestone Payments Due Upon Approval to Manufacture and Market in Either European Union or Japan [Member] | ||||
Milestone Payments | 2,000,000 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [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 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [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 | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Minimum [Member] | ||||
Royalty Fee Percentage of Net Sales | 2.50% | |||
SBR [Member] | Licensing Agreement with University of Florida Research Foundation [Member] | Maximum [Member] | ||||
Royalty Fee Percentage of Net Sales | 5.00% |
Note 8 - Stockholders' Defici76
Note 8 - Stockholders' Deficit (Details Textual) | Sep. 28, 2015USD ($) | Sep. 04, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / shares | Sep. 02, 2016USD ($)$ / shares$ / itemshares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | May 17, 2016shares | Dec. 31, 2014shares | Dec. 27, 2013$ / shares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,550,000 | ||||||||||
Proceeds from Issuance of Private Placement | $ | $ 1,873,000 | $ 1,873,000 | |||||||||
Deferred Compensation Exchanged for Common Stock and Warrants | $ | $ 196,000 | 196,000 | $ 196,000 | ||||||||
Class of Warrant or Right, Outstanding | 351,500 | 3,615,000 | |||||||||
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 | 683,960 | 701,960 | 3,463,600 | 5,487,752 | ||||||
Common Stock, Shares, Outstanding | 3,670,432 | 32,201,306 | 29,892,806 | ||||||||
Notes Assumed | $ | $ 250,000 | $ 250,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ | 2,069,000 | 1,513,000 | |||||||||
Warrant Exercise Price Adjustment | $ | |||||||||||
Proceeds from Warrant Exercises | $ | $ 19,000 | $ 42,000 | $ 400,000 | ||||||||
Capital Stock, Shares Authorized | 220,000,000 | ||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
SBR [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.1875 | $ 0.25 | |||||||||
Debt Conversion, Original Debt, Amount | $ | $ 2,800,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.125 | ||||||||||
Business Acquisition, Transaction Costs | $ | $ 325,000 | ||||||||||
Notes Assumed | $ | $ 305,000 | $ 250,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ | $ 1,513,000 | ||||||||||
Warrant Exercise Price Adjustment | $ | $ 170,625 | ||||||||||
Proceeds from Warrant Exercises | $ | $ 375,000 | ||||||||||
Cimarron [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 762,500 | ||||||||||
Common Stock, Shares, Outstanding | 1,450,322 | ||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 2,450,000 | ||||||||||
Private Placement [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,221,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,110,500 | ||||||||||
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 | ||||||||||
Proceeds from Issuance of Private Placement | $ | $ 1,900,000 | ||||||||||
Class of Warrant or Right, Outstanding | 1,085,500 |
Note 8 - Stockholders' Defici77
Note 8 - Stockholders' Deficit - Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Stock options outstanding (in shares) | 683,960 | 7,019,600 |
Shares available for grant under equity incentive plan (in shares) | 1,110,400 | 1,114,400 |
Estimated common shares issuable upon conversion of notes payable and accrued interest (in shares) | 315,356 | 2,466,667 |
Common shares issuable under common stock purchase warrants (in shares) | 351,500 | 3,615,000 |
Total (in shares) | 2,461,216 | 24,245,267 |
Note 9 - Stock-based Compensa78
Note 9 - Stock-based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 04, 2015 | Dec. 31, 2014 | |
Common Stock, Capital Shares Reserved for Future Issuance | 2,461,216 | 24,245,267 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 683,960 | 701,960 | 3,463,600 | 5,043,600 | 5,487,752 | |||
Proceeds from Stock Options Exercised | $ 28,000 | $ 762,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 2,121,985 | 3,896,235 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,100,000 | 1,900,000 | 0 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 73 days | |||||||
Allocated Share-based Compensation Expense | $ 75,000 | $ 42,000 | $ 1,167,000 | $ 557,000 | $ 70,000 | |||
Stock Issued During Period, Shares, Issued for Services | 37,500 | 132,964 | ||||||
Employee Stock Option [Member] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 346 days | 0 years | ||||||
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 389,600 | 3,856,000 | ||||||
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | 15,000,000 | ||||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 294,360 | 3,163,600 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 336,000 | $ 933,000 | ||||||
Proceeds from Stock Options Exercised | $ 0 | $ 693,000 | ||||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | |||||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 0 years | |||||||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years |
Note 9 - Stock-based Compensa79
Note 9 - Stock-based Compensation - Summary of Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, shares underlying options (in shares) | 701,960 | 3,463,600 | 5,487,752 |
Balance, weighted average exercise price per share (in dollars per share) | $ 9.50 | $ 0.27 | $ 0.24 |
Granted, shares underlying options (in shares) | 4,000 | 3,856,000 | 5,340,000 |
Granted, weighted average exercise price per share (in dollars per share) | $ 10.10 | $ 1.51 | $ 0.32 |
Exercised, shares underlying options (in shares) | (22,000) | (2,590,536) | |
Exercised, weighted average exercise price per share (in dollars per share) | $ 1.25 | $ 0.20 | |
Cancelled, shares underlying options (in shares) | (300,000) | (4,773,616) | |
Cancelled, weighted average exercise price per share (in dollars per share) | $ 0.32 | $ 0.22 | |
Balance, shares underlying options (in shares) | 683,960 | 701,960 | 3,463,600 |
Balance, weighted average exercise price per share (in dollars per share) | $ 9.77 | $ 9.50 | $ 0.27 |
Options exercisable at December 31, 2016, shares underlying options (in shares) | 4,035,600 | ||
Options exercisable at December 31, 2016, weighted average exercise price per share (in dollars per share) | $ 0.54 |
Note 9 - Stock-based Compensa80
Note 9 - Stock-based Compensation - Nonvested Share Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Unvested, shares under option (in shares) | 2,984,000 | 0 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ 0.95 | $ 0 | |
Granted, shares underlying options (in shares) | 4,000 | 3,856,000 | 5,340,000 |
Granted, weighted average grant-date fair value (in dollars per share) | $ 0.95 | ||
Vested, shares under option (in shares) | (872,000) | ||
Vested, weighted average grant-date fair value (in dollars per share) | $ 0.95 | ||
Forfeitures, shares under option (in shares) | 0 | ||
Forfeitures, weighted average grant-date fair value (in dollars per share) | $ 0 | ||
Unvested, shares under option (in shares) | 2,984,000 | 0 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ 0.95 | $ 0 |
Note 9 - Share-based Compensa81
Note 9 - Share-based Compensation - Options Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stock options outstanding (in shares) | 683,960 | 7,019,600 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 350 days | 8 years 25 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.77 | $ 0.95 |
Options exercisable (in shares) | 490,410 | 4,035,600 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 302 days | 8 years 25 days |
Exercise Price Range 1 [Member] | ||
Per share exercise price, lower limit (in dollars per share) | $ 0.88 | $ 0.09 |
Per share exercise price, upper limit (in dollars per share) | $ 1.10 | $ 0.11 |
Stock options outstanding (in shares) | 38,360 | 563,600 |
Options outstanding, weighted average remaining contractual life (Year) | 5 years 29 days | 5 years 310 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1 | $ 0.10 |
Options exercisable (in shares) | 38,360 | 563,600 |
Options exercisable, weighted average remaining contractual life (Year) | 5 years 29 days | 5 years 310 days |
Exercise Price Range 2 [Member] | ||
Per share exercise price, lower limit (in dollars per share) | $ 2.28 | $ 0.23 |
Per share exercise price, upper limit (in dollars per share) | $ 2.50 | $ 0.25 |
Stock options outstanding (in shares) | 42,000 | 460,000 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 135 days | 7 years 40 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 2.47 | $ 0.25 |
Options exercisable (in shares) | 42,000 | 460,000 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 135 days | 7 years 40 days |
Exercise Price Range 3 [Member] | ||
Stock options outstanding (in shares) | 214,000 | 2,140,000 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 153 days | 8 years 62 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 3.18 | $ 0.32 |
Options exercisable (in shares) | 214,000 | 2,140,000 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 153 days | 8 years 62 days |
Exercise Price Range 4 [Member] | ||
Stock options outstanding (in shares) | 4,000 | 3,856,000 |
Options outstanding, weighted average remaining contractual life (Year) | 4 years 102 days | 9 years 186 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 10.10 | $ 1.51 |
Options exercisable (in shares) | 872,000 | |
Options exercisable, weighted average remaining contractual life (Year) | 9 years 273 days |
Note 9 - Stock-based Compensa82
Note 9 - Stock-based Compensation - Assumptions Used in Calculating Fair Value of Options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 17, 2017 | |
Common stock fair value (in dollars per share) | $ 1.51 | $ 0.32 | |||
Risk-free interest rate | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Expected option life (in years) (Year) | 5 years | ||||
Expected stock price volatility | 75.00% | ||||
Minimum [Member] | |||||
Common stock fair value (in dollars per share) | $ 10 | $ 15 | |||
Risk-free interest rate | 1.43% | 1.56% | 1.57% | ||
Expected option life (in years) (Year) | 2 years 91 days | 3 years 182 days | |||
Expected stock price volatility | 75.00% | 62.60% | |||
Maximum [Member] | |||||
Common stock fair value (in dollars per share) | $ 29.80 | $ 39 | |||
Risk-free interest rate | 1.93% | 2.04% | 1.61% | ||
Expected option life (in years) (Year) | 5 years | 5 years 273 days | |||
Expected stock price volatility | 78.00% | 64.59% |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2015 | |
Income Taxes Receivable, Current | $ 321,000 | $ 340,000 | $ 733,000 |
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 |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,550 | $ 3,395 |
Research credit carryforwards | 235 | 236 |
Accrued expenses | 188 | |
Stock-based compensation | 420 | 148 |
Other | 79 | 32 |
Total deferred tax assets | 4,472 | 3,811 |
Valuation allowance | (4,472) | (3,811) |
Net deferred tax asset | $ 0 | $ 0 |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statutory rate | 34.00% | 34.00% |
Permanent differences | (4.00%) | (10.30%) |
State tax rate true-up | 0.60% | 5.30% |
Valuation allowance | (30.70%) | (29.00%) |
Other | (0.10%) | (0.10%) |
State and local income taxes | 0.10% | |
Effective rate | 0.00% | 0.00% |
Note 10 - Income Taxes - Net Op
Note 10 - Income Taxes - Net Operating Losses and Tax Credit Carryforwards (Details) - Domestic Tax Authority [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Net operating losses—federal | $ 10,441 |
Tax credits—federal | $ 235 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - USD ($) | Mar. 31, 2017 | Mar. 27, 2017 | Mar. 17, 2017 | Mar. 31, 2017 | Dec. 31, 2013 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 |
Proceeds from Convertible Debt | $ 3,100,000 | $ 3,100,000 | $ 3,059,000 | |||||
Convertible Debt [Member] | ||||||||
Proceeds from Convertible Debt | 3,076,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | |||||||
Debt Conversion, Original Debt, Amount | $ 2,750,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 418,332 | 200,776 | ||||||
Convertible Debt [Member] | Scenario, Forecast [Member] | ||||||||
Debt Conversion, Original Debt, Amount | $ 3,000,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,183,333 | |||||||
Debt Conversion, Original Debt Accrued Interest, Amount | $ 137,500 | |||||||
Subsequent Event [Member] | ||||||||
Proceeds from Convertible Debt | $ 3,100,000 | |||||||
Subsequent Event [Member] | Beneficial Owner [Member] | ||||||||
Ownership Percentage | 10.00% | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Debt Default, Settlement Offer Conversion Rate | $ 0.75 | |||||||
Debt Instrument, Convertible, Conversion Price, Discount | $ 0.375 | |||||||
Debt Instrument, Convertible, Conversion Price, Discount rate | 33.30% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1.125 | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | Beneficial Owner [Member] | ||||||||
Proceeds from Related Party Debt | $ 200,000 |