Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
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) | 5,060,594 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 905 | $ 152 |
Prepaid expenses and other current assets | 85 | 195 |
Income tax receivable | 506 | 420 |
Total current assets | 1,496 | 767 |
Other noncurrent assets | 55 | |
Total Assets | 1,551 | 767 |
Current Liabilities: | ||
Accounts payable | 936 | 1,196 |
Accrued expenses | 139 | 1,254 |
Convertible notes payable, net | 25 | 1,525 |
Term debt, current portion | 300 | 14 |
Accrued interest | 41 | 181 |
Total current liabilities | 1,441 | 4,170 |
Long-term liabilities: | ||
Term debt, noncurrent portion | 286 | |
Total long-term liabilities | 286 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 10,000,000 authorized; no shares issued or outstanding as of June 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 authorized; 5,060,594 and 3,841,652 shares issued and outstanding, as of June 30, 2018 and December 31, 2017, respectively | 5 | 4 |
Additional paid-in capital | 33,494 | 25,625 |
Accumulated deficit | (33,393) | (29,153) |
Accumulated comprehensive income (loss) | 4 | (165) |
Total stockholders' equity (deficit) | 110 | (3,689) |
Total liabilities and stockholders' equity (deficit) | $ 1,551 | $ 767 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 5,060,594 | 3,841,652 |
Common stock, shares outstanding (in shares) | 5,060,594 | 3,841,652 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses: | ||||
General and administrative | $ 654 | $ 487 | $ 1,312 | $ 1,737 |
Research and development | 442 | 675 | 1,024 | 1,419 |
Operating loss | (1,096) | (1,162) | (2,336) | (3,156) |
Other income (expense): | ||||
Grant income | 12 | 83 | 22 | 83 |
Interest expense | (1,288) | (473) | (1,761) | (672) |
Loss on induced debt conversions | (3,696) | |||
Other (expense) income | (192) | 26 | (273) | 189 |
Total other expense | (1,468) | (364) | (2,012) | (4,096) |
Loss before income tax benefit | (2,564) | (1,526) | (4,348) | (7,252) |
Income tax benefit | 79 | 112 | 108 | 264 |
Net loss | (2,485) | (1,414) | (4,240) | (6,988) |
Foreign currency translation adjustment gain (loss) | 101 | (22) | 169 | (184) |
Comprehensive loss | $ (2,384) | $ (1,436) | $ (4,071) | $ (7,172) |
Basic and diluted net loss per share (in dollars per share) | $ (0.54) | $ (0.39) | $ (1) | $ (2.03) |
Weighted average shares outstanding - basic and diluted (in shares) | 4,570,601 | 3,662,313 | 4,248,603 | 3,441,206 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 6 months ended Jun. 30, 2018 - 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, 2017 | 3,842 | ||||
Balances at Dec. 31, 2017 | $ 4 | $ 25,625 | $ (29,153) | $ (165) | $ (3,689) |
Sale of common stock and warrants (in shares) | 468 | ||||
Sale of common stock and warrants | 2,341 | 2,341 | |||
Charge for fair market value of beneficial conversion feature | 121 | 121 | |||
Conversion of convertible notes payable and accrued interest into common stock (in shares) | 104 | ||||
Conversion of convertible notes payable and accrued interest into common stock | 350 | 350 | |||
Conversion of convertible notes payable and accrued interest into common stock and warrants (in shares) | 647 | ||||
Conversion of convertible notes payable and accrued interest into common stock and warrants | $ 1 | 2,907 | 2,908 | ||
Stock based compensation | 2,150 | 2,150 | |||
Net loss | (4,240) | (4,240) | |||
Foreign currency translation adjustment | 169 | 169 | |||
Balances (in shares) at Jun. 30, 2018 | 5,061 | ||||
Balances at Jun. 30, 2018 | $ 5 | $ 33,494 | $ (33,393) | $ 4 | $ 110 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (4,240) | $ (6,988) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on induced debt conversions | 3,696 | |
Stock-based compensation | 1,056 | 1,024 |
Amortization of debt discount | 1,687 | 534 |
Amortization of debt issuance costs | 9 | 49 |
Non-cash interest expense | 43 | 48 |
Changes in operating assets and liabilities: | ||
Income tax receivable | (106) | (262) |
Prepaid expenses and other current assets | 53 | 43 |
Accounts payable | (67) | (810) |
Accrued liabilities | (20) | 308 |
Net cash used in operating activities | (1,585) | (2,358) |
Cash flows from financing activities: | ||
Net proceeds from the sale of convertible promissory notes | 3,059 | |
Proceeds from sale of common stock and warrants | 2,341 | |
Proceeds from the exercise of stock options | 28 | |
Proceeeds from exercise of stock purchase warrants | 19 | |
Net cash provided by financing activities | 2,341 | 3,106 |
Effect of exchange rate changes on cash | (3) | 8 |
Net increase in cash | 753 | 756 |
Cash at beginning of period | 152 | 438 |
Cash at end of period | 905 | 1,194 |
Supplemental disclosure of cash flow information: | ||
Cash paid during period for interest | 22 | |
Supplemental disclosure of non-cash transactions: | ||
Conversion of convertible notes payable and accrued interest into common stock | 350 | 2,888 |
Conversion of convertible notes payable and accrued interest into common stock and warrants | 2,908 | |
Intrinsic value of beneficial conversion feature in convertible notes | 121 | 2,954 |
Conversion of demand notes into common stock | 250 | |
Options granted in exchange for release from contingent payment obligations | $ 1,094 |
Note 1 - Business
Note 1 - Business | 6 Months Ended |
Jun. 30, 2018 | |
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, Effective November 7, 2017, 1 10 |
Note 2 - Risks and Uncertaintie
Note 2 - Risks and Uncertainties | 6 Months Ended |
Jun. 30, 2018 | |
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 $33.4 2011. six June 30, 2018, $4.2 $1.7 $1.6 $2.3 $3.3 101. June 30, 2018, $0.9 $0.1 $0.1 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 2017 March 21, 2018. 101 101 4 |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
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 accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10 X not December 31. December 31, 2017 not 10 may not Recently Adopted Accounting Pronouncement s In May 2014, 2014 09, 605, five no In April 2016, 2016 10, 606 2016 10 December 15, 2017. no Recently Issued Accounting Pronouncement s In June 2018, 2018 07, 718 2018 07 December 15, 2018. not |
Note 4 - Liquidity and Manageme
Note 4 - Liquidity and Management Plans | 6 Months Ended |
Jun. 30, 2018 | |
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 Between March 1, 2016 September 30, 2017, $10 December 31, 2017, $1.1 February 27, 2018, 6, On February 20, 2018, “2018 168,000 2018 three $5.00 March 16, 2018 May 16, 2018, 2018 84,200 216,000, $2.3 2018 $125,000 2018 885,521 one a one On May 16, 2018, $2.0 $330,500 $19,500 104,463 $2.7 $163,500 646,279 a a one 2018 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 |
Note 5 - Summary of Significant
Note 5 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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, Sun BioPharma Australia Pty Ltd. 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 conversion feature For convertible debt where the rate of conversion is below fair market value for our common stock, the Company records a "beneficial conversion feature" ("BCF") and related debt discount that is presented as a direct deduction from the carrying amount of the related debt and as an increase to additional paid-in capital. The debt discount is amortized through interest expense over the life of the related 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 Stock 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. Calculating stock-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 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 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’ equity (deficit). During the six June 30, 2018 2017, 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 sets forth the potential shares of common stock that were not Three and Six Months Ended June 30, 2018 2017 Employee and non employee stock options 1,137,960 683,960 Common shares issuable upon conversion of notes payable and accrued interest 2,222 310,287 Common shares issuable under common stock purchase warrants 1,265,979 351,550 |
Note 6 - Employment Agreement A
Note 6 - Employment Agreement Amendments and Waiver of Contingent Payment Rights | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Employment Agreement Amendments and Waiver of Contingent Payment Rights [Text Block] | 6. Employment agreement amendments and waiver of contingent payment rights Effective February 27, 2018, third For each of the Employees, the Amendments waived the contingent cash payment and/or equity payments that had been established by the amendments to the Agreements dated October 1, 2017, June 30, 2018. $1.1 100,000 50,000 25,000 95,000 10 2016 February 27, 2018 $1.3 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7 . S tock holders’ Equity ( Deficit ) Private Placement During the six June 30, 2018, 468,200 2018 $2.3 2018 may 4, Debt Conversion During the six June 30, 2018, 104,463 $330,500 $19,500. six June 30, 2018, 646,279 one $2.7 $163,500. 2018 Shares reserved Shares of common stock reserved for future issuance are as follows: June 30, 2018 Common stock issuable under outstanding common stock options 1,137,960 Shares available for grant under eqity incentive plan 656,400 Estimated common shares issuable upon conversion of notes payable 2,222 Common shares issuable under outstanding common stock purchase warrants 1,265,979 Total 3,062,561 |
Note 8 - Stock-based Compensati
Note 8 - Stock-based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8 . S tock -based Compensation 2016 The Sun BioPharma, Inc. 2016 “2016 March 2016 May 2016. 2016 2016 no 2016 ten 2016 1,500,000 June 30, 2018, 843,600 2016 656,400 2011 Our Board of Directors ceased making awards under the Sun BioPharma, Inc. 2011 “2011 2016 2011 2011 ten zero two June 30, 2018, 294,360 2011 Stock -based Compensation Expense General and administrative and research and development expenses include non-cash stock-based compensation expense as a result of our issuance of stock options. The terms and vesting schedules for stock-based awards vary by type of grant and the employment status of the grantee. The awards granted through June 30, 2018 may Stock-based compensation expense for each of the periods presented is as follows (in thousands): Stock Based Compensation (in thousands) Six Months Ended June 30, 2018 2017 Research and development $ 835 $ 178 General and administrative 1,315 846 Total Stock based compensation $ 2,150 $ 1,024 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, 2017 1,060,400 733,960 $ 9.79 $ 2,121,985 Granted (404,000 ) 404,000 7.40 Excercised Cancelled Balances at June 30, 2018 656,400 1,137,960 $ 8.94 $ 1,266,415 Information about stock options outstanding, vested and expected to vest as of June 30, 2018, Outstanding, Vested and Expected to Vest Options Vested and Excercisable Per Share Exercise Price Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Options Excercisable Weighted Average Remaining Contractual Life (Years) $0.875 - $1.10 38,360 4.34 $ 1.00 38,360 4.34 $2.275 - $2.50 42,000 5.62 2.47 42,000 5.62 $3.175 214,000 6.68 3.18 214,000 6.68 $5.75 - $8.10 404,000 8.49 7.40 350,500 8.64 $10.00 - $10.10 54,000 9.06 10.01 52,000 9.27 $15.10 385,600 8.01 15.10 326,089 8.21 Totals 1,137,960 7.77 $ 8.94 1,022,949 7.84 Nonemployee s tock -based compensation We account for stock options granted to nonemployees in accordance with FASB Accounting Standards Codification Topic 505. $0.3 $0.4 six June 30, 2018 2017, Key assumptions The estimated grant-date fair values of the stock options were calculated using the Black-Scholes valuation model, based on the following assumptions for the six June 30, 2018 2017: 2018 2017 Common stock fair value $5.75 - $6.75 10.10 - 29.80 Risk-free interest rate 2.27% - 2.74% 1.43% - 1.93% Expected dividend yield 0% 0% Expected Option life (in years) 1.75 - 5.75 2.50 - 5.0 Expected stock price volatility 72.0% 75.0% - 78.0% |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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, Sun BioPharma Australia Pty Ltd. 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. |
Beneficial Conversion Feature, Policy [Policy Text Block] | Beneficial conversion feature For convertible debt where the rate of conversion is below fair market value for our common stock, the Company records a "beneficial conversion feature" ("BCF") and related debt discount that is presented as a direct deduction from the carrying amount of the related debt and as an increase to additional paid-in capital. The debt discount is amortized through interest expense over the life of the related 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. |
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 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock 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. Calculating stock-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 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 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’ equity (deficit). During the six June 30, 2018 2017, |
Comprehensive Income, Policy [Policy Text Block] | 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 sets forth the potential shares of common stock that were not Three and Six Months Ended June 30, 2018 2017 Employee and non employee stock options 1,137,960 683,960 Common shares issuable upon conversion of notes payable and accrued interest 2,222 310,287 Common shares issuable under common stock purchase warrants 1,265,979 351,550 |
Note 5 - Summary of Significa16
Note 5 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three and Six Months Ended June 30, 2018 2017 Employee and non employee stock options 1,137,960 683,960 Common shares issuable upon conversion of notes payable and accrued interest 2,222 310,287 Common shares issuable under common stock purchase warrants 1,265,979 351,550 |
Note 7 - Stockholders' Equity17
Note 7 - Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Notes Tables | |
Schedule of Common Stock Reserved for Future Issuance [Table Text Block] | Shares of common stock reserved for future issuance are as follows: June 30, 2018 Common stock issuable under outstanding common stock options 1,137,960 Shares available for grant under eqity incentive plan 656,400 Estimated common shares issuable upon conversion of notes payable 2,222 Common shares issuable under outstanding common stock purchase warrants 1,265,979 Total 3,062,561 |
Note 8 - Stock-based Compensa18
Note 8 - Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Stock Based Compensation (in thousands) Six Months Ended June 30, 2018 2017 Research and development $ 835 $ 178 General and administrative 1,315 846 Total Stock based compensation $ 2,150 $ 1,024 |
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, 2017 1,060,400 733,960 $ 9.79 $ 2,121,985 Granted (404,000 ) 404,000 7.40 Excercised Cancelled Balances at June 30, 2018 656,400 1,137,960 $ 8.94 $ 1,266,415 |
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 Excercisable Per Share Exercise Price Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Options Excercisable Weighted Average Remaining Contractual Life (Years) $0.875 - $1.10 38,360 4.34 $ 1.00 38,360 4.34 $2.275 - $2.50 42,000 5.62 2.47 42,000 5.62 $3.175 214,000 6.68 3.18 214,000 6.68 $5.75 - $8.10 404,000 8.49 7.40 350,500 8.64 $10.00 - $10.10 54,000 9.06 10.01 52,000 9.27 $15.10 385,600 8.01 15.10 326,089 8.21 Totals 1,137,960 7.77 $ 8.94 1,022,949 7.84 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2018 2017 Common stock fair value $5.75 - $6.75 10.10 - 29.80 Risk-free interest rate 2.27% - 2.74% 1.43% - 1.93% Expected dividend yield 0% 0% Expected Option life (in years) 1.75 - 5.75 2.50 - 5.0 Expected stock price volatility 72.0% 75.0% - 78.0% |
Note 1 - Business (Details Text
Note 1 - Business (Details Textual) | Nov. 07, 2017 |
Reverse Stock Split [Member] | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |
Note 2 - Risks and Uncertaint20
Note 2 - Risks and Uncertainties (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 90 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Income (Loss) Attributable to Parent, Total | $ (2,485) | $ (1,414) | $ (4,240) | $ (6,988) | $ (33,400) | ||
Amortization of Debt Discount (Premium) | 1,687 | 534 | |||||
Net Cash Provided by (Used in) Operating Activities, Total | (1,585) | (2,358) | |||||
Proceeds from Issuance or Sale of Equity, Total | 2,300 | ||||||
Debt Conversion, Converted Instrument, Amount | 3,300 | ||||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 905 | $ 1,194 | 905 | $ 1,194 | 905 | $ 152 | $ 438 |
Working Capital | 100 | 100 | 100 | ||||
Stockholders' Equity Attributable to Parent, Ending Balance | $ 110 | $ 110 | $ 110 | $ (3,689) |
Note 4 - Liquidity and Manage21
Note 4 - Liquidity and Management Plans (Details Textual) - USD ($) | May 16, 2018 | Mar. 16, 2018 | Feb. 20, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Feb. 27, 2018 | Dec. 31, 2017 |
Proceeds from Issuance of Private Placement | $ 2,341,000 | ||||||
Debt Instrument, Convertible, Gross Proceeds from Sale of Equity Trigger | $ 2,000,000 | ||||||
Conversion from Debt to Common Stock [Member] | |||||||
Debt Conversion, Original Debt, Amount | 330,500 | 330,500 | |||||
Debt Conversion, Accrued Interest, Amount | $ 19,500 | $ 19,500 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 104,463 | 104,463 | |||||
Conversion from Debt to Units [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 2,700,000 | $ 2,700,000 | |||||
Debt Conversion, Accrued Interest, Amount | $ 163,500 | $ 163,500 | |||||
Debt Conversion, Converted Instrument, Units Issued | 646,279 | 646,279 | |||||
Conversion from Debt to Common Stock and Units [Member] | |||||||
Debt Conversion, Common Stock Per Unit | 1 | 1 | |||||
Debt Conversion, Class of Warrant or Right Issued Per Unit | 1 | 1 | |||||
Warrants Related to a Purchase Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||
Warrants in Connection with Debt Conversion [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | |||||
Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 216,000 | 84,200 | 168,000 | 468,200 | |||
Class of Warrant or Right, Expiration Term | 3 years | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||
Proceeds from Issuance of Private Placement | $ 2,300,000 | ||||||
Purchase Agreement, Additional Units | 885,521 | ||||||
Purchase Agreement, Common Share Per Unit | 1 | ||||||
Purchase Agreement, Class of Warrant or Rights Issued Per Unit | 1 | ||||||
Private Placement [Member] | Directors and Officers [Member] | |||||||
Proceeds from Issuance of Private Placement | $ 125,000 | ||||||
Employment Agreements [Member] | |||||||
Accrued Salaries | $ 1,100,000 | $ 1,100,000 |
Note 5 - Summary of Significa22
Note 5 - Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Note 5 - Summary of Significa23
Note 5 - Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Stock Compensation Plan [Member] | ||
Anti-dilutive securities (in shares) | 1,137,960 | 683,960 |
Convertible Debt Securities [Member] | ||
Anti-dilutive securities (in shares) | 2,222 | 310,287 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 1,265,979 | 351,550 |
Note 6 - Employment Agreement24
Note 6 - Employment Agreement Amendments and Waiver of Contingent Payment Rights (Details Textual) - USD ($) | Feb. 27, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 404,000 | |||
Allocated Share-based Compensation Expense, Total | $ 2,150,000 | $ 1,024,000 | ||
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
Allocated Share-based Compensation Expense, Total | $ 1,300,000 | |||
Employment Agreements [Member] | ||||
Accrued Salaries | $ 1,100,000 | $ 1,100,000 | ||
Employment Agreements [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||
Employment Agreements [Member] | Board of Directors Chairman [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | |||
Employment Agreements [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | |||
Employment Agreements [Member] | Chief Financial Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 25,000 | |||
Employment Agreements [Member] | Chief Medical Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 95,000 |
Note 7 - Stockholders' Equity25
Note 7 - Stockholders' Equity (Deficit) (Details Textual) - USD ($) | May 16, 2018 | Mar. 16, 2018 | Feb. 20, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Proceeds from Issuance of Private Placement | $ 2,341,000 | ||||
Warrants in Connection with Debt Conversion [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | |||
Conversion from Debt to Common Stock [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 104,463 | 104,463 | |||
Debt Conversion, Original Debt, Amount | $ 330,500 | $ 330,500 | |||
Debt Conversion, Accrued Interest, Amount | 19,500 | 19,500 | |||
Conversion from Debt to Units [Member] | |||||
Debt Conversion, Original Debt, Amount | 2,700,000 | 2,700,000 | |||
Debt Conversion, Accrued Interest, Amount | $ 163,500 | $ 163,500 | |||
Debt Conversion, Converted Instrument, Units Issued | 646,279 | 646,279 | |||
Conversion from Debt to Common Stock and Units [Member] | |||||
Debt Conversion, Common Stock Per Unit | 1 | 1 | |||
Debt Conversion, Class of Warrant or Right Issued Per Unit | 1 | 1 | |||
Private Placement [Member] | |||||
Stock Issued During Period, Shares, New Issues | 216,000 | 84,200 | 168,000 | 468,200 | |
Proceeds from Issuance of Private Placement | $ 2,300,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 468,200 |
Note 7 - Stockholders' Equity26
Note 7 - Stockholders' Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock issuable under outstanding common stock options (in shares) | 1,137,960 | |
Shares available for grant under eqity incentive plan (in shares) | 656,400 | 1,060,400 |
Estimated common shares issuable upon conversion of notes payable (in shares) | 2,222 | |
Common shares issuable under outstanding common stock purchase warrants (in shares) | 1,265,979 | |
Total (in shares) | 3,062,561 |
Note 8 - Stock-based Compensa27
Note 8 - Stock-based Compensation (Details Textual) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Common Stock, Capital Shares Reserved for Future Issuance | 3,062,561 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,137,960 | 733,960 | |
Share-based Goods and Nonemployee Services Transaction, Compensation Expense | $ 0.3 | $ 0.4 | |
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Common Stock, Capital Shares Reserved for Future Issuance | 656,400 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 843,600 | ||
Sun BioPharma, Inc. 2016 Omnibus Incentive Plan [Member] | Employee Stock Option [Member] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | ||
Sun BioPharma, Inc. 2011 Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 294,360 | ||
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 8 - Share-based Compensati
Note 8 - Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based compensation expense | $ 2,150 | $ 1,024 |
Research and Development Expense [Member] | ||
Share-based compensation expense | 835 | 178 |
General and Administrative Expense [Member] | ||
Share-based compensation expense | $ 1,315 | $ 846 |
Note 8 - Stock-based Compensa29
Note 8 - Stock-based Compensation - Summary of Option Activity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Balance, shares available for grant (in shares) | 1,060,400 | |
Balance, shares underlying options (in shares) | 733,960 | |
Balance, weighted average exercise price per share (in dollars per share) | $ 9.79 | |
Aggregate intrinsic value | $ 1,266,415 | $ 2,121,985 |
Granted, shares available for grant (in shares) | (404,000) | |
Granted, shares underlying options (in shares) | 404,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 7.40 | |
Excercised, shares underlying options (in shares) | ||
Excercised, weighted average exercise price per share (in dollars per share) | ||
Cancelled, shares underlying options (in shares) | ||
Cancelled, weighted average exercise price per share (in dollars per share) | ||
Balance, shares available for grant (in shares) | 656,400 | |
Balance, shares underlying options (in shares) | 1,137,960 | |
Balance, weighted average exercise price per share (in dollars per share) | $ 8.94 |
Note 8 - Stock-based Compensa30
Note 8 - Stock-based Compensation - Options Outstanding (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Options outstanding (in shares) | shares | 1,137,960 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 281 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 8.94 |
Options excercisable (in shares) | shares | 1,022,949 |
Options excercisable, weighted average remaining contractual life (Year) | 7 years 306 days |
Exercise Price Range 1 [Member] | |
Per share exercise price, lower limit (in dollars per share) | $ 0.875 |
Per share exercise price, upper limit (in dollars per share) | $ 1.10 |
Options outstanding (in shares) | shares | 38,360 |
Options outstanding, weighted average remaining contractual life (Year) | 4 years 124 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1 |
Options excercisable (in shares) | shares | 38,360 |
Options excercisable, weighted average remaining contractual life (Year) | 4 years 124 days |
Exercise Price Range 2 [Member] | |
Per share exercise price, lower limit (in dollars per share) | $ 2.275 |
Per share exercise price, upper limit (in dollars per share) | $ 2.50 |
Options outstanding (in shares) | shares | 42,000 |
Options outstanding, weighted average remaining contractual life (Year) | 5 years 226 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 2.47 |
Options excercisable (in shares) | shares | 42,000 |
Options excercisable, weighted average remaining contractual life (Year) | 5 years 226 days |
Exercise Price Range 3 [Member] | |
Options outstanding (in shares) | shares | 214,000 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 248 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 3.18 |
Options excercisable (in shares) | shares | 214,000 |
Options excercisable, weighted average remaining contractual life (Year) | 6 years 248 days |
Exercise Price Range 4 [Member] | |
Per share exercise price, lower limit (in dollars per share) | $ 5.75 |
Per share exercise price, upper limit (in dollars per share) | $ 8.10 |
Options outstanding (in shares) | shares | 404,000 |
Options outstanding, weighted average remaining contractual life (Year) | 8 years 178 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 7.40 |
Options excercisable (in shares) | shares | 350,500 |
Options excercisable, weighted average remaining contractual life (Year) | 8 years 233 days |
Exercise Price Range 5 [Member] | |
Per share exercise price, lower limit (in dollars per share) | $ 10 |
Per share exercise price, upper limit (in dollars per share) | $ 10.10 |
Options outstanding (in shares) | shares | 54,000 |
Options outstanding, weighted average remaining contractual life (Year) | 9 years 21 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 10.01 |
Options excercisable (in shares) | shares | 52,000 |
Options excercisable, weighted average remaining contractual life (Year) | 9 years 98 days |
Exercise Price Range 6 [Member] | |
Options outstanding (in shares) | shares | 385,600 |
Options outstanding, weighted average remaining contractual life (Year) | 8 years 3 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.10 |
Options excercisable (in shares) | shares | 326,089 |
Options excercisable, weighted average remaining contractual life (Year) | 8 years 76 days |
Note 8 - Stock-based Compensa31
Note 8 - Stock-based Compensation - Assumptions Used in Calculating Fair Value of Options (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Expected stock price volatility | 72.00% | |
Minimum [Member] | ||
Common stock fair value (in dollars per share) | $ 5.75 | $ 10.10 |
Risk-free interest rate | 2.27% | 1.43% |
Expected option life (Year) | 1 year 273 days | 2 years 182 days |
Expected stock price volatility | 75.00% | |
Maximum [Member] | ||
Common stock fair value (in dollars per share) | $ 6.75 | $ 29.80 |
Risk-free interest rate | 2.74% | 1.93% |
Expected option life (Year) | 5 years 273 days | 5 years |
Expected stock price volatility | 78.00% |