Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2018 | |
Document Information [Line Items] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2018 |
Entity Registrant Name | IMMUNE PHARMACEUTICALS INC |
Entity Central Index Key | 1,208,261 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||
Cash and cash equivalents | $ 76 | $ 6,776 | $ 271 |
Restricted cash | 0 | 59 | |
Other current assets | 288 | 255 | 314 |
Total current assets | 364 | 7,031 | 644 |
Property and equipment, net | 97 | 0 | 316 |
In-process research and development acquired | 15,000 | 15,000 | 15,000 |
Intangible assets, net | 5,155 | 6,477 | 2,806 |
Other assets | 100 | 100 | 339 |
Total assets | 20,716 | 28,608 | 19,105 |
Current liabilities | |||
Accounts payable | 5,535 | 3,569 | 3,522 |
Accrued expenses | 1,679 | 2,120 | 2,620 |
Advances from related parties | 186 | 266 | 236 |
Notes and loans payable, current portion, net of debt discount | 7,462 | 3,296 | 2,739 |
Obligations under capital lease, current portion | 0 | 48 | |
Total current liabilities | 14,862 | 9,251 | 9,165 |
Notes and loans payable, net of current portion | 870 | 1,457 | 1,442 |
Obligations under capital lease, net of current portion | 0 | 52 | |
Deferred tax liability | 4,142 | 4,142 | 5,933 |
Total liabilities | 19,874 | 14,850 | 16,592 |
Commitments and contingencies (Note 12) | |||
Stockholders' Equity | |||
Series E Preferred Stock | 0 | 0 | 0 |
Common stock | 4 | 2 | 1 |
Additional paid-in capital | 127,607 | 127,292 | 98,159 |
Accumulated deficit | (126,769) | (113,536) | (95,647) |
Total stockholders' equity | 842 | 13,758 | 2,513 |
Total liabilities and stockholders' equity | $ 20,716 | $ 28,608 | $ 19,105 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 225,000,000 | 225,000,000 | 225,000,000 |
Common Stock, Shares, Issued | 44,964,491 | 21,002,212 | 8,123,766 |
Common Stock, Shares, Outstanding | 44,964,491 | 21,002,212 | 8,123,766 |
Series E Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 18,000 | 18,000 | 18,000 |
Preferred Stock, Shares Issued | 3,713 | 12,191 | 0 |
Preferred Stock, Shares Outstanding | 3,713 | 12,191 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Costs and expenses: | ||||||
Research and development | 2,054 | 1,229 | 6,163 | 3,674 | 5,517 | 8,333 |
General and administrative | 1,644 | 1,610 | 4,704 | 4,644 | 6,606 | 6,427 |
In-process research and development impairment expense | 0 | 12,500 | ||||
Total costs and expenses | 3,698 | 2,839 | 10,867 | 8,318 | 12,123 | 27,260 |
Loss from operations | (3,698) | (2,839) | (10,867) | (8,318) | (12,123) | (27,260) |
Non-operating expense: | ||||||
Interest expense | (498) | (1,440) | (844) | (4,637) | (3,655) | (1,555) |
Loss on impairment of intangible assets | 0 | 0 | (653) | 0 | ||
Loss on disposal of equipment | 0 | (267) | (325) | 0 | ||
Gain (loss) on extinguishment of debt | 0 | (2,145) | 181 | (2,145) | (2,145) | 0 |
Liquidated damages | 0 | 0 | (1,112) | 0 | (1,763) | 0 |
Change in fair value of derivative instrument | 9 | 95 | 47 | 95 | 177 | (8,656) |
Other income (expense), net | 55 | 278 | 15 | 265 | (28) | (46) |
Total non-operating expense | (434) | (3,212) | (2,366) | (6,422) | (7,739) | (10,257) |
Net loss before income taxes | (4,132) | (6,051) | (13,233) | (14,740) | (19,862) | (37,517) |
Income tax expense | 0 | 0 | 0 | 0 | 1,973 | 4,856 |
Net loss | (4,132) | (6,051) | (13,233) | (14,740) | (17,889) | (32,661) |
Deemed dividend | (5,541) | 0 | (11,140) | 0 | (6,864) | (7,973) |
Net loss attributable to common stockholders | $ (9,673) | $ (6,051) | $ (24,373) | $ (14,740) | $ (24,753) | $ (40,634) |
Basic and diluted net loss per common share | $ (0.24) | $ (0.53) | $ (0.71) | $ (1.47) | $ (2.11) | $ (9.58) |
Weighted average common shares outstanding – basic and diluted: | 39,508,791 | 11,322,894 | 34,319,963 | 10,010,496 | 11,755,713 | 4,240,075 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2015 | $ 7,863 | $ 0 | $ 0 | $ 70,849 | $ (62,986) |
Balance (in shares) at Dec. 31, 2015 | 0 | 1,621,747 | |||
Conversion of Series D Preferred Stock to common stock and accretion of deemed dividend | 16,883 | $ 0 | $ 1 | 16,882 | 0 |
Conversion of Series D Preferred Stock to common stock and accretion of deemed dividend (in shares) | 0 | 4,735,589 | |||
Shares Sold in HLHW Equity Financing | 2,445 | $ 0 | $ 0 | 2,445 | 0 |
Shares Sold in HLHW Equity Financing (in shares) | 0 | 625,000 | |||
Shares Issued per the Capital Access Agreements | 1,924 | $ 0 | $ 0 | 1,924 | 0 |
Shares Issued per the Capital Access Agreements (in shares) | 0 | 360,000 | |||
Costs related to equity financing | (603) | $ 0 | $ 0 | (603) | 0 |
Costs related to equity financing (in shares) | 0 | 201,711 | |||
Promissory note converted to common stock | 1,006 | $ 0 | $ 0 | 1,006 | 0 |
Promissory note converted to common stock (in shares) | 0 | 115,667 | |||
Reclassification of Hercules warrants derivative liability to additional paid-in capital | 46 | $ 0 | $ 0 | 46 | 0 |
Common stock issued to settle liabilities | 240 | $ 0 | $ 0 | 240 | 0 |
Common stock issued to settle liabilities (in shares) | 0 | 28,670 | |||
Share Purchase Agreements | 3,438 | $ 0 | $ 0 | 3,348 | 0 |
Share Purchase Agreements (in shares) | 0 | 407,063 | |||
Exercise of stock options | 16 | $ 0 | $ 0 | 16 | 0 |
Exercise of stock options (in shares) | 0 | 10,819 | |||
Share-based compensation | 2,006 | $ 0 | $ 0 | 2,006 | 0 |
Share-based compensation (in shares) | 0 | 17,500 | |||
Net loss | (32,661) | $ 0 | $ 0 | 0 | (32,661) |
Balance at Dec. 31, 2016 | 2,513 | $ 0 | $ 1 | 98,159 | (95,647) |
Balance (in shares) at Dec. 31, 2016 | 0 | 8,123,766 | |||
Promissory note converted to common stock | 0 | ||||
Issuance of Series E Preferred Stock, net of issuance costs of $1,059 | 8,690 | $ 0 | $ 0 | 8,690 | 0 |
Issuance of Series E Preferred Stock, net of issuance costs of $1,059 (in shares) | 18,000 | 0 | |||
Issuance of warrants in connection with Series E Preferred Stock, net of issuance costs of $896 | 7,355 | $ 0 | $ 0 | 7,355 | 0 |
Beneficial conversion feature in connection with Series E Preferred Stock | 6,864 | 0 | 0 | 6,864 | 0 |
Accretion of beneficial conversion feature in connection with Series E Preferred Stock | (6,864) | 0 | 0 | (6,864) | 0 |
Conversion of Series E Preferred Stock and dividends | 0 | $ 0 | $ 1 | (1) | 0 |
Conversion of Series E Preferred Stock and dividends (in shares) | (5,809) | 6,923,778 | |||
Common stock issued in connection with November 2016 Equity Line | 4,014 | $ 0 | $ 0 | 4,014 | 0 |
Common stock issued in connection with November 2016 Equity Line (in shares) | 0 | 1,100,000 | |||
Common stock issued in connection with March 2017 Equity Line | 1,600 | $ 0 | $ 0 | 1,600 | 0 |
Common stock issued in connection with March 2017 Equity Line (in shares) | 0 | 496,895 | |||
Financing fees related to November 2016 and March 2017 Equity Lines | (118) | $ 0 | $ 0 | (118) | 0 |
Commitment fees and adjustment to shares issued related to November 2016 Equity Line | (902) | $ 0 | $ 0 | (902) | 0 |
Commitment fees and adjustment to shares issued related to November 2016 Equity Line (in shares) | 0 | (184,211) | |||
Common stock issued to settle liabilities | 14 | $ 0 | $ 0 | 14 | 0 |
Common stock issued to settle liabilities (in shares) | 0 | 3,825 | |||
Common stock issued to consultant | 225 | $ 0 | $ 0 | 225 | 0 |
Common stock issued to consultant (in shares) | 0 | 250,000 | |||
Share Purchase Agreements | 238 | $ 0 | $ 0 | 238 | 0 |
Share Purchase Agreements (in shares) | 0 | (8,024) | |||
Shares issued in conjunction with May 2017 Convertible Notes | 574 | $ 0 | $ 0 | 574 | 0 |
Shares issued in conjunction with May 2017 Convertible Notes (in shares) | 0 | 421,455 | |||
Rounding shares issued in connection with Reverse Split | 0 | 10,595 | |||
April 2017 Convertible Notes warrant fair value and accretion of conversion premium | 460 | $ 0 | $ 0 | 460 | 0 |
April 2017 Convertible Notes warrant fair value and accretion of conversion premium (in shares) | 0 | 0 | |||
Conversion of April 2017 Convertible Notes | 389 | $ 0 | $ 0 | 389 | 0 |
Conversion of April 2017 Convertible Notes (in shares) | 0 | 462,323 | |||
Conversion of July 2017 Senior Secured Convertible Note | 2,228 | $ 0 | $ 0 | 2,228 | 0 |
Conversion of July 2017 Senior Secured Convertible Note (in shares) | 0 | 1,991,864 | |||
July 2017 Senior Secured Convertible Note Conversion Discount | 598 | $ 0 | $ 0 | 598 | 0 |
Conversion of May 2017 Convertible Notes | 1,864 | $ 0 | $ 0 | 1,864 | 0 |
Conversion of May 2017 Convertible Notes (in shares) | 0 | 1,409,946 | |||
May 2017 Convertible Notes Waiver | 1,611 | $ 0 | $ 0 | 1,611 | 0 |
Share-based compensation | 526 | $ 0 | $ 0 | 526 | 0 |
Share-based compensation (in shares) | 0 | 0 | |||
Series E Preferred Stock dividends | (232) | $ 0 | $ 0 | (232) | 0 |
Net loss | (17,889) | 0 | 0 | 0 | (17,889) |
Balance at Dec. 31, 2017 | 13,758 | $ 0 | $ 2 | 127,292 | (113,536) |
Balance (in shares) at Dec. 31, 2017 | 12,191 | 21,002,212 | |||
Conversion of Series E Preferred Stock and dividends | 0 | $ 0 | $ 2 | (2) | 0 |
Conversion of Series E Preferred Stock and dividends (in shares) | (8,478) | 23,825,614 | |||
Common stock issued to consultant | 38 | $ 0 | $ 0 | 38 | 0 |
Common stock issued to consultant (in shares) | 0 | 100,000 | |||
Down round trigger in connection with Series E Preferred Stock | 10,127 | $ 0 | $ 0 | 10,127 | 0 |
Accretion of down round trigger in connection with Series E Preferred Stock | (10,127) | 0 | 0 | (10,127) | 0 |
Down round trigger in connection with warrants | 1,013 | 0 | 0 | 1,013 | 0 |
Accretion of down round trigger in connection with warrants | (1,013) | 0 | 0 | (1,013) | 0 |
Conversion of May 2018 Convertible Notes | 0 | $ 0 | $ 0 | 0 | 0 |
Conversion of May 2018 Convertible Notes (in shares) | 0 | 1,845 | |||
Placement agent warrants | 91 | $ 0 | $ 0 | 91 | 0 |
Share-based compensation | 131 | $ 0 | $ 0 | 131 | 0 |
Share-based compensation (in shares) | 0 | 0 | |||
Series E Preferred Stock dividends | (342) | $ 0 | $ 0 | (342) | 0 |
Series E Preferred Stock accreted value from dividends | 396 | 0 | 0 | 396 | 0 |
Exercise of warrants | 3 | $ 0 | $ 0 | 3 | 0 |
Exercise of warrants (In shares) | 0 | 34,820 | |||
Net loss | (13,233) | $ 0 | $ 0 | 0 | (13,233) |
Balance at Sep. 30, 2018 | $ 842 | $ 0 | $ 4 | $ 127,607 | $ (126,769) |
Balance (in shares) at Sep. 30, 2018 | 3,713 | 44,964,491 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Series E Preferred Stock [Member] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 1,059 |
Warrant [Member] | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 896 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||
Net loss | $ (13,233) | $ (14,740) | $ (17,889) | $ (32,661) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 670 | 427 | 657 | 393 |
Amortization of debt discount | 845 | 2,064 | ||
Amortization of debt discount and debt issuance costs | 2,648 | 606 | ||
Accretion of the April 2017 convertible note conversion premium | 0 | 280 | 280 | 0 |
Liquidated damages | 1,112 | 938 | 1,763 | 0 |
Share-based compensation | 131 | 345 | 526 | 2,006 |
Loss on impairment of intangible assets | 653 | 0 | ||
(Gain) loss on extinguishment of debt | (181) | 2,145 | 2,145 | 0 |
Issuance of common stock to consultant | 38 | 0 | 225 | 0 |
Change in fair value of derivative instrument | (47) | (95) | (177) | 8,656 |
Disposal of equipment | 0 | 267 | 325 | 0 |
Accretion of redemption premium on November 2016 convertible note | 0 | 300 | 300 | 0 |
In-process research and development impairment | 0 | 12,500 | ||
Changes in operating assets and liabilities: | ||||
Other assets | (32) | 184 | 298 | (25) |
Accounts payable | 1,966 | 3,015 | (30) | 1,253 |
Accrued expenses and advances from related parties | (266) | (347) | (839) | (98) |
Change in deferred taxes | (1,791) | (4,937) | ||
Net cash used in operating activities | (8,344) | (5,217) | (11,559) | (12,307) |
Cash flows from investing activities: | ||||
Change in restricted cash | 0 | 59 | 59 | (29) |
Purchase of property and equipment | (99) | (22) | (28) | (21) |
Net cash (used in) provided by in investing activities | (99) | 37 | 31 | (50) |
Cash flows from financing activities: | ||||
Proceeds from May 2018 Convertible Notes | 2,007 | 0 | ||
Proceeds from Series E Preferred Stock and warrants | 16,044 | 0 | ||
Payment of dividends on Series E Preferred Stock | (162) | 0 | (16) | 0 |
Repayment of Mablife Notes Payable | (205) | 0 | ||
Proceeds from September 2018 Convertible Notes | 100 | 0 | ||
Exercise of warrants | 3 | 0 | ||
Proceeds received from November 2016 and March 2017 Equity Line financings | 0 | 5,383 | 5,383 | 2,445 |
Financing fees paid on November 2016 and March 2017 Equity Line financing | 0 | (118) | (118) | (505) |
Payment of commitment fees related to March 2017 Equity Line financing | 0 | (1,010) | (1,010) | 0 |
Proceeds from amending certain securities purchase agreements | 0 | 238 | 238 | 0 |
Repayment of capital lease | 0 | (24) | (24) | (96) |
Repayment of November 2016 Convertible Notes | 0 | (1,350) | (1,350) | 0 |
Proceeds from April 2017 Convertible Notes | 0 | 440 | 440 | 0 |
Repayment of April 2017 Convertible Notes | 0 | (97) | (97) | 0 |
Proceeds from May 2017 Convertible Notes | 0 | 1,579 | 1,579 | 0 |
Repayments of May 2017 Convertible Notes | (480) | 0 | ||
Proceeds from July 2017 Convertible Notes | 0 | 245 | 245 | 0 |
Proceeds from August 2017 Convertible Notes | 0 | 515 | 515 | 0 |
Repayments of August 2017 Convertible Notes | (858) | 0 | ||
Proceeds from September 2017 Convertible Notes | 0 | 115 | 115 | 0 |
Repayments of September 2017 Convertible Notes | (150) | 0 | ||
Repayments of July 2017 Convertible Notes | (300) | 0 | ||
Repayment of July 2017 Senior Secured Convertible Promissory Note | (1,192) | 0 | ||
Payment of debt issuance costs related to July 2017 Senior Secured Convertible Promissory Note | 0 | (57) | (57) | 0 |
Repayment of senior secured term loan payable | 0 | (874) | ||
Proceeds received from sale of common stock | 0 | 5,272 | ||
Proceeds received from exercise of options and warrants | 0 | 16 | ||
Proceeds received from sale of convertible note | 0 | 1,000 | ||
Repayment of Loan Agreement | (874) | (1,229) | ||
Repayment of related party loans | 0 | (280) | ||
Proceeds from related party loans | 0 | 1,462 | ||
Net cash provided by financing activities | 1,743 | 4,985 | 18,033 | 8,085 |
Net increase (decrease) in cash | (6,700) | (195) | 6,505 | (4,272) |
Cash at beginning of period | 6,776 | 271 | 271 | 4,543 |
Cash at end of period | 76 | 76 | 6,776 | 271 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 0 | 155 | 156 | 416 |
Cash paid for income taxes | 0 | 81 | ||
Supplemental disclosure of non-cash financing activities: | ||||
Deemed Dividend | (11,140) | 0 | (6,864) | (7,973) |
Conversion of promissory notes to common stock | 0 | 1,006 | ||
Warrants issued in connection with May 2018 Convertible Notes | 91 | 0 | ||
Common stock issued to settle liabilities | 0 | 14 | 14 | 240 |
Reclassification of Hercules warrants derivative liability to additional paid in capital | 0 | 46 | ||
Settlement of liability with promissory note | 0 | 60 | ||
Acquisition of Ceplene Rights | 0 | 4,218 | 4,218 | 0 |
Conversion of April 2017 Convertible Notes prepayment into May 2017 Convertible Notes | 0 | 154 | 154 | 0 |
Conversion of April 2017 Convertible Notes | 0 | 275 | 389 | 0 |
Conversion of May 2017 Convertible Notes | 0 | 1,864 | 1,864 | 0 |
Conversion of July 2017 Senior Secured Convertible Notes | $ 0 | $ 2,228 | $ 2,228 | $ 0 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Description of Business Immune Pharmaceuticals Inc., together with its subsidiaries (collectively, “Immune” or the “Company”, or “us”, “we”, “our”) is a clinical stage biopharmaceutical company specializing in the development of novel targeted therapeutic agents in the fields of inflammation, dermatology and oncology. Our lead product candidate is bertilimumab, a first-in-class, human, anti-eotaxin-1 antibody that targets eotaxin-1, a key regulator of inflammation. Phase 2 trials of bertilimumab in bullous pemphigoid (“BP”), our lead indication, as well as in allergic rhinitis and allergic conjunctivitis, have been completed, and a phase 2 clinical trial in ulcerative colitis (“UC”) has completed recruiting subjects, although this trial remains blinded. We are also developing a nano-encapsulated topical formulation of cyclosporine-A, which we refer to as “NanoCyclo,” for the treatment of atopic dermatitis (“AD”) and psoriasis. Our oncology portfolio includes Ceplene, which is approved in the European Union for the maintenance of remission in patients with Acute Myeloid Leukemia (“AML”) in combination with interleukin-2 (IL-2), a nanotechnology antibody platform, which we refer to as “NanomAbs,” and two vascular disrupting agents, Azixa and Crolibulin. These programs are currently inactive, and we intend to divest Ceplene and divest or discontinue the other oncology programs. In June 2018, we terminated the license agreement and returned all rights relating to the bispecific antibody platform, which was included previously in our oncology portfolio. In April 2017, we announced a corporate restructuring with the objective of prioritizing and segregating our research and development efforts and strengthening our financial position. In April 2018, our board of directors determined that it was in the best interest of the Company and its shareholders to terminate the spin-off process and pursue other strategic alternatives for our wholly-owned subsidiary Cytovia Inc. (“Cytovia”) in order to monetize its assets through a sale, disposition or similar transaction. In addition, on May 1, 2018, Dr. Daniel Teper, Chief Executive Officer of Cytovia and member of the board of directors of both Immune and Cytovia, resigned from each of these positions, effective immediately. The Board accepted his resignation, which was not due to any disagreement with the Company. See Risk Factors for risks and other matters related to our oncology assets. Our pain portfolio includes AmiKet and AmiKet Nano, a topical analgesic cream containing amitriptyline and ketamine for the treatment of postherpetic neuralgia (“PHN”) and diabetic peripheral neuropathy (“DPN”). We are determining the optimal path forward for this program. As of September 30, 2018, we did not have any self-developed or licensed products approved for sale by the United States Food and Drug Administration (“FDA”). There can be no assurance that our research and development efforts will be successful, that any of our products will obtain necessary United States or foreign government regulatory approval or that any approved products will be commercially viable. On April 12, 2017, following receipt of shareholder approval, we announced a reverse stock split of our shares of common stock at a ratio of 1-for-20. Beginning with the opening of trading on April 13, 2017, our common stock began trading on a post-split basis on the Nasdaq Capital Market (“NASDAQ”). Our shareholders ratified the effectiveness of the April 2017 reverse stock split pursuant to Delaware General Corporation Law Sec. 204 at our Annual Meeting of Stockholders, held in relevant part on February 23, 2018, and the ratification proposal received the affirmative vote of the majority of the outstanding shares of our common stock as of the Record Date (as such term is defined in our Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on January 26, 2018). All share and per share amounts in this prospectus have been reflected on a post-split basis. On February 8, 2018, we announced that we failed to comply with certain listing requirements of Nasdaq First North and, therefore, our shares of common stock would no longer trade on Nasdaq First North as of March 29, 2018 . On December 1, 2017, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq LLC”) notifying the Company that the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share for the preceding 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On June 4, 2018, the Company received a notice from the Staff of the Listing Qualifications Department (the “Staff”) of Nasdaq LLC indicating that, based upon the Company’s continued non-compliance with the Minimum Bid Price Requirement and notwithstanding the Company’s compliance with the quantitative criteria necessary to obtain a second 180-day period within which to evidence compliance with the Minimum Bid Price Requirement, as set forth in Nasdaq Listing Rule 5810(c)(3)(A), the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company timely appealed the delisting notice and appeared in front of the Panel on July 19, 2018. The Panel issued a decision on July 24, 2018, and determined to delist the Company’s common stock from NASDAQ and the suspension of trading became effective at the open of business on July 26, 2018. The Panel also informed the Company that Nasdaq LLC would complete the delisting by filing a Form 25 Notification of Delisting with the SEC, after the applicable appeals periods have lapsed. In accordance with NASDAQ’s Listing Rules, the Company appealed the delisting determination. However, on October 18, 2018, the Nasdaq Listing and Hearing Review Council (the “Listing Council”) affirmed the decision of the Panel. On July 26, 2018, our shares began trading on the OTCQB, which is operated by OTC Market Groups Inc., under the symbol “IMNP”. | Note 1. Business Description Immune Pharmaceuticals Inc., together with its subsidiaries (collectively, “Immune” or the “Company”, or “us”, “we”, “our”) is a clinical stage biopharmaceutical company specializing in the development of novel targeted therapeutic agents in the fields of immuno-inflammation, dermatology and oncology. Our lead product candidate is bertilimumab, a first-in-class, fully human antibody, currently in phase 2 clinical trials. Bertilimumab targets eotaxin-1, a key regulator of inflammation. Also, we are developing a topical nano-encapsulated formulation of cyclosporine-A, which we refer to as “NanoCyclo”, for the treatment of atopic dermatitis (“AD”) and psoriasis, and a nano-encapsulated formulation of AmiKet, a topical analgesic cream containing amitriptyline and ketamine, which we refer to as “AmiKet Nano”, for the treatment of postherpetic neuralgia (“PHN”) and diabetic peripheral neuropathy (“DPN”). Our oncology portfolio includes Ceplene, which is approved in the European Union for the maintenance of remission in patients with Acute Myeloid Leukemia (“AML”) and Azixa and crolibulin, two clinical-stage, vascular disrupting agents (“VDA”) which have demonstrated encouraging preliminary proof of concept study results. In addition, we have two oncology platform assets, consisting of a bispecific antibody platform and a nanotechnology combination platform, which we refer to as “NanomAbs”. In April 2017, we announced a corporate restructuring with the objective of prioritizing and segregating our research and development efforts and strengthening our financial position. In addition, we announced our plan to pursue a spin-off of Cytovia Inc., our oncology focused subsidiary (“Cytovia”), into a separate, stand-alone company. Cytovia will focus on the development and commercialization of novel oncology and hematology therapeutics, including Ceplene, Azixa, crolibulin, NanomAbs and our bispecific antibody platform. As of December 31, 2017, we did not have any self-developed or licensed products approved for sale by the United States Food and Drug Administration (“FDA”). There can be no assurance that our research and development efforts will be successful, that any of our products will obtain necessary United States or foreign government regulatory approval or that any approved products will be commercially viable. Our common stock is listed on the Nasdaq Capital Market (“NASDAQ”) under the symbol IMNP. On April 12, 2017, we announced a reverse stock split of our shares of common stock at a ratio of 1-for-20. Our common stock began trading on a post-split basis on NASDAQ beginning with the opening of trading on April 13, 2017. Our shareholders ratified the effectiveness of the April 2017 reverse stock split at our Annual Meeting of Stockholders, held and adjourned on February 15, 2018, and reconvened on February 23, 2018. All share and per share amounts in this Form 10-K have been reflected on a post-split basis. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Substantial Doubt about Going Concern [Text Block] | Note 2. Going Concern These condensed consolidated financial statements are presented on the basis that we will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern despite insufficient available cash as of the date of this filing to fund the anticipated level of operations for at least the next 12 months from the issuance of this report is dependent on our ability to raise capital and monetize assets through the sale or licensing of drug candidates under development or our oncology asset portfolio. We have limited capital resources and our operations have been funded by the proceeds of equity and debt offerings. We have devoted substantially all of our cash resources to research and development (“R&D”) programs and have incurred significant general and administrative expenses to enable us to finance and grow our business and operations. We have not generated any significant revenue to date and may not generate any revenue for a number of years, if at all. If we are unable to raise additional funds in the future on acceptable terms, or at all, we may be forced to curtail our drug development activities or cease operations. We have generated losses from operations since inception and we anticipate that we will continue to generate significant losses from operations for the foreseeable future. We had negative working capital of approximately $14.5 million and an accumulated deficit of $126.8 million as of September 30, 2018. Our net loss was $4.1 million and $6.1 million for the three months ended September 30, 2018 and 2017, respectively. Our net loss was $13.2 million and $14.7 million for the nine months ended September 30, 2018 and 2017, respectively. Cash used in operations was $8.3 million and $5.2 million for the nine months ended September 30, 2018 and 2017, respectively. We had approximately $0.1 million in cash as of September 30, 2018. We will require additional financing over the next twelve months to continue at our expected level of operations. We may be forced to delay, scale back, sell or out-license or eliminate some or all of our R&D programs if we fail to obtain the needed capital on a timely basis. There is no assurance that we will be successful in any capital-raising efforts that we may undertake to fund operations during the next twelve months. We anticipate continuing to issue equity and/or debt securities as a source of liquidity, until we begin to generate positive cash flow to support our operations. Any future sales of securities to finance operations will dilute existing stockholders' ownership. We cannot guarantee when or if we will generate positive cash flow. The forgoing factors, among others, raise substantial doubt about our ability to continue as a going concern. | Note 2. Going Concern These consolidated financial statements are presented on the basis that we will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern despite insufficient available cash as of the date of this filing to fund the anticipated level of operations for at least the next 12 months from the issuance of this report is dependent on our ability to raise capital and monetize assets through the sale or licensing of drug candidates under development. We have limited capital resources and our operations have been funded by the proceeds of equity and debt offerings. We have devoted substantially all of our cash resources to research and development (“R&D”) programs and have incurred significant general and administrative expenses to enable us to finance and grow our business and operations. We have not generated any significant revenue to date, and may not generate any revenue for a number of years, if at all. If we are unable to raise additional funds in the future on acceptable terms, or at all, we may be forced to curtail our drug development activities or cease operations. We have generated losses from operations since inception and we anticipate that we will continue to generate significant losses from operations for the foreseeable future. We had negative working capital of approximately $2.2 million and an accumulated deficit of $113.5 million as of December 31, 2017. Our net loss was $17.9 million and $32.7 million for the fiscal years ended December 31, 2017 and 2016, respectively. Cash used in operations was $11.6 and $12.3 million for the years ended December 31, 2017 and 2016, respectively. We had approximately $6.8 million in cash as of December 31, 2017. We will require additional financing in fiscal 2018 to continue at our expected level of operations. We may be forced to delay, scale back, sell or out-license or eliminate some or all of our R&D programs if we fail to obtain the needed capital on a timely basis. There is no assurance that we will be successful in any capital-raising efforts that we may undertake to fund operations during 2018. We anticipate continuing to issue equity and/or debt securities as a source of liquidity, until we begin to generate positive cash flow to support our operations. Any future sales of securities to finance operations will dilute existing stockholders' ownership. We cannot guarantee when or if we will generate positive cash flow. The forgoing factors, among others, raise substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Immune and its subsidiaries: Immune Pharmaceuticals Ltd. (“Immune Ltd.”), Immune Pharmaceuticals USA Corp., Maxim Pharmaceuticals, Inc., Cytovia, Inc. and Immune Oncology Pharmaceuticals Inc. All material inter-company transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and instructions to Form 10-Q and do not include all disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2017 filed on April 2, 2018. The results of operations for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments, including normal and recurring accruals, necessary to present fairly the Company's consolidated financial position as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported periods. Significant estimates include impairment of long lived assets (including intangible assets and In-Process R&D (“IPR&D”)), amortization period of intangible assets, fair value of stock-based compensation, fair value of warrants and derivative liabilities, and valuation of deferred tax assets and liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents We consider investments with original maturities of three months or less to be cash equivalents. Restricted cash primarily represents cash not available to us for immediate and general use. We maintain cash accounts with certain major financial institutions in the United States and Israel. Our cash on deposit may exceed United States federally insured limits at certain times during the year. Intangible Assets We account for the purchases of intangible assets in accordance with the provisions of Accounting Standards Classification (“ASC”) 350, Intangibles. We recognize intangible assets based on their acquisition cost. Intangible assets determined to have indefinite lives are not amortized, but rather tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may no longer be recoverable. If any of our intangible assets are considered to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value. Intangible assets with definitive lives are reviewed for impairment only if indicators exist in accordance with ASC 360, Property, Plant and Equipment , and are amortized or depreciated over the shorter of their estimated useful lives or the statutory or contractual term, and in the case of patents, on a straight-line basis. We perform an analysis annually to determine whether an impairment of intangible assets has occurred. As of June 30, 2018, we evaluated our intangible assets for human antibodies and anti-ferritin antibodies, because of events that occurred during the second quarter, which indicate that the carrying amount may no longer be recoverable. Based on this evaluation, we determined that these intangible assets had no value and were fully impaired, as discussed in Note 6. Additionally, we evaluated the AmiKet IPR&D as of December 31, 2017 for impairment. There was no impairment as of December 31, 2017. See In-Process Research and Development below for a further discussion regarding the valuation of the AmiKet IPR&D. In-Process Research and Development IPR&D represents the estimated fair value assigned to R&D projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated R&D efforts. During the period prior to completion or abandonment, these acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. We recorded an asset, IPR&D, with an initial book value of $27.5 million, related to the acquisition of AmiKet in August 2013 as part of the merger with Epicept. We completed an impairment analysis of the IPR&D as of December 31, 2016 and concluded that the following factors indicate that the IPR&D asset was impaired: a decision by management to delay indefinitely any further development of AmiKet; the failure to sell or license AmiKet to a third party; and the significant reduction in our market capitalization. For the year ended December 31, 2016, we recorded an impairment charge of $12.5 million in our consolidated statement of operations, which represents the excess of the IPR&D asset’s carrying value over its estimated fair value. The estimated fair value of the IPR&D asset of $15 million is based upon the value ascribed to AmiKet in an arm’s length agreement, which we negotiated with an unrelated third party and a valuation was performed by an independent specialist as of December 31, 2017. The nano-encapsulation technology that we utilize in our NanoCyclo product candidate is applicable to AmiKet and we are considering developing Amiket Nano as a next generation, improved formulation of AmiKet with significant new patent protection. We are determining the optimal path forward for this program. Research and Development R&D expenses consist primarily of payroll and related costs for our drug development and scientific personnel, clinical trials costs, manufacturing costs, and costs of outsourced R&D services. R&D costs are expensed as incurred. Translation into United States dollars The United States dollar is our functional currency. We conduct certain transactions in foreign currencies, particularly, the Israeli Shekel and the Euro, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are nominal and reflected as non-operating income or expense in the statements of operations, as they arise. Stock-based Compensation We recognize compensation expense for all equity-based payments. Stock based compensation issued to employees is accounted for under ASC 718, Compensation - Share Compensation (“ASC 718”). We utilize the Black-Scholes valuation method to recognize compensation expense over the vesting period. The Black-Scholes valuation model requires the use of certain assumptions as inputs, including the expected life, volatility, risk-free interest rate and anticipated forfeiture of the stock options. We utilize the short cut method per the provisions of ASC 718 to calculate the expected life of the options. We base the risk-free interest rate on the rates paid on securities issued by the United States Treasury with a term approximating the expected life of the options. We estimate expected stock price volatility for our common stock by taking the average historical price volatility for industry peers combined with our historical data based on daily price observations. Estimates of pre-vesting option forfeitures are based on our experience. We adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change and impacts the amount of compensation expense to be recognized in future periods. We account for stock-based transactions with non-employees based upon the fair value of the equity instruments issued, in accordance with ASC 505-50, Equity-Based Payments to Non-Employees . Significant factors that affect the expense related to equity-based payments to non-employees include the estimated fair market value of the common stock underlying the stock options and the estimated volatility of such fair market value. The value of non-employee options is re-measured every quarter until performance is complete. Income or expense is recognized during the vesting terms. Accounting for equity-based payments to non-employees requires fair value estimates of the equity instrument grant, which we estimate based upon the value of our common stock at the date of grant. Patents We charge external patent costs, such as filing fees and associated attorney fees and costs associated with maintaining and defending our patents subsequent to their issuance, to expense as and when incurred. Clinical Trial Accruals We outsource the conduct of our pre-clinical and clinical trials to third party contract research organizations (CROs) and clinical investigators. Our clinical supplies are manufactured by third party contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or periodically based upon milestones achieved. We accrue these expenses based upon our assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. Our estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies and may not match the actual services performed by the organizations. Discrepancies could result in adjustments to our research and development expenses recorded in future periods. We have not had any significant adjustments to date. Recently Issued Accounting Standards From time to time, new accounting standards are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. New accounting standards which have been adopted In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 changes accounting for equity investments, financial liabilities under the fair value option, and presentation and disclosure requirements for financial instruments. ASU 2016-01 does not apply to equity investments in consolidated subsidiaries or those accounted for under the equity method of accounting. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. Companies have the option to either measure equity investments without readily determinable fair values at fair value or at cost adjusted for changes in observable prices minus impairment. The ASU enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. ASU 2016-01 was effective for us beginning in the first quarter of 2018. Adoption of ASU 2016-01 did not have a material effect on our consolidated financial statements as we do not hold any publicly traded equity investments. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" (“ASU 2016-15”). ASU 2016-15 clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. ASU 2016-15 was effective for us in our first quarter of fiscal 2018. We did not have any changes to the presentation of our Consolidated Statement of Cash Flows upon adoption of the standard. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”). ASU 2016-16 requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit and removes the requirement to defer and amortize the consolidated tax consequences of intra-entity transfers. ASU 2016-16 was effective for us in our first quarter of fiscal 2018. Adoption of ASU 2016-16 did not have a material effect on our consolidated financial statements as we did not have any intra-entity transfers of assets. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash” (“ASU 2016-18”). The amendments of ASU No. 2016-18 were issued to address the diversity in classification and presentation of changes in restricted cash and restricted cash equivalents on the statement of cash flows which is currently not addressed under Topic 230. The ASU requires an entity to include amounts generally described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. ASU 2016-18 was effective for us in our first quarter of fiscal 2018. Adoption of ASU 2016-18 resulted in reclassification of restricted cash in the consolidated statements of cash flows for the nine months ended September 30, 2017. New accounting standards which have not yet been adopted In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (“ASU 2016-02”). ASU 2016-02 provides accounting guidance for both lessee and lessor accounting models. Among other things, lessees will recognize a right-of-use asset and a lease liability for leases with a duration of greater than one year. For income statement purposes, ASU 2016-02 will require leases to be classified as either an operating or finance lease. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard will be effective for us on January 1, 2019. In July 2018, the FASB issued Accounting Standards Update 2018-11 “Leases (Topic 842) Targeted Improvements” which provides entities with an alternative transition method for adopting the new lease standard. Entities can elect to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. Consequently, comparative periods will continue to be accounted for in accordance with the current lease standard (Topic 840) and the disclosures will be in accordance with ASC 840. We are assessing this option in conjunction with its analysis of ASU 2016-02. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ” (“ASU 2017-12”). ASU 2017-12 provides guidance for improving and more closely aligning a company’s financial reporting of its hedging relationships with the objective of a company’s risk management activities. Among other provisions, the new standard (1) eliminates the separate measurement and reporting of hedge ineffectiveness and (2) permits an entity to recognize in earnings the initial value of an excluded component under a systematic and rational method over the life of the derivative instrument. The new standard will be effective for us on January 1, 2019. We do not expect the adoption of ASU 2017-12 to have a material effect on our consolidated financial statements as we do not anticipate engaging in any hedging activities. In March 2018, the FASB Issued Accounting Standards Update No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). ASU 2018-05 was issued to incorporate into Topic 740 recent SEC guidance related to the income tax accounting implications of the Tax Cut and Jobs Act (the "Tax Act"). The SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 permits companies to disclose that some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements, and if possible, disclose a reasonable estimate of such tax effects. ASU 2018-05 is effective immediately. ASU 2018-05 permits companies to use provisional amounts for certain income tax effects of the Tax Act during a one-year measurement period. The provisional accounting impacts for us may change in future reporting periods until the accounting analysis is finalized, which will occur no later than the first quarter of fiscal 2019. In June 2018, the FASB issued Accounting Standards Update No. 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting" simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. This ASU is effective for public entities for fiscal years beginning after December 15, 2018, with early adoption permitted. Prior to the adoption of ASU 2018-07, stock-based compensation awarded to non-employees was subject to revaluation over its vesting terms. Subsequent to the adoption of ASU 2018-07, non-employee share-based payment awards are measured on the date of grant, similar to share-based payment awards granted to employees. We currently have not adopted this ASU as we are assessing its effect. | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Immune and its subsidiaries: Immune Pharmaceuticals Ltd. (“Immune Ltd.”), Immune Pharmaceuticals USA Corp., Maxim Pharmaceuticals, Inc., Cytovia, Inc. and Immune Oncology Pharmaceuticals Inc. All material inter-company transactions and balances have been eliminated in consolidation. The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“United States GAAP”) and instructions to Form 10-K. Use of Estimates In preparing consolidated financial statements in conformity with United States GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported periods. Significant estimates include impairment of long lived assets (including intangible assets and In-Process R&D (“IPR&D”), amortization period of intangible assets, fair value of stock based compensation, fair value of warrants and derivative liabilities, and valuation of deferred tax assets and liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents We consider investments with original maturities of three months or less to be cash equivalents. Restricted cash primarily represents cash not available to us for immediate and general use. We maintain cash accounts with certain major financial institutions in the United States and Israel. Our cash on deposit may exceed United States federally insured limits at certain times during the year. Intangible Assets We account for the purchases of intangible assets in accordance with the provisions of Accounting Standards Classification (“ASC”) 350, Intangibles. ASC 360, Property, Plant and Equipment We perform an analysis annually to determine whether an impairment of intangible assets has occurred. In particular, we evaluated the AmiKet IPR&D as of December 31, 2017 and 2016 for impairment. We determined that it is more likely than not that the AmiKet IPR&D was impaired as of December 31, 2016. There was no impairment as of December 31, 2017. See In-Process Research and Development below for a further discussion regarding the valuation of the AmiKet IPR&D. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful live of the related asset. Expenditures for maintenance and repairs that do not improve or extend the expected useful life of the assets are expensed to operations while major repairs are capitalized. Method Estimated Useful Life (Years) Computers and accessories Straight-line 3 - 5 Equipment Straight-line 3 - 5 Furniture and fixtures Straight-line 3 - 7 Property and equipment consisted of the following ($ in thousands): December 31, 2017 2016 Computers and software $ - $ 103 Equipment - 284 Furniture and fixtures - 94 - 481 Less accumulated depreciation - (165 ) $ - $ 316 During the year ended December 31, 2017, we disposed of property and equipment of approximately $325,000. This was comprised of the disposal of lab related property and equipment of approximately $267,000 upon the termination of the lease agreement in May 2017 and the disposal of financial software not placed in service of approximately $58,000. Depreciation expense amounted to approximately $19,000 and $88,000 for the years ended December 31, 2017 and 2016, respectively. In-Process Research and Development IPR&D represents the estimated fair value assigned to R&D projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated R&D efforts. During the period prior to completion or abandonment, these acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. We recorded an asset, IPR&D, with an initial book value of $27.5 million, related to the acquisition of AmiKet in August 2013 as part of the merger with Epicept. We completed an impairment analysis of the IPR&D as of December 31, 2016 and concluded that the following factors indicate that the IPR&D asset was impaired: a decision by management to delay indefinitely any further development of AmiKet; the failure to sell or license AmiKet to a third party; and the significant reduction in our market capitalization. We recorded an impairment charge of $12.5 million in our consolidated statement of operations, which represents the excess of the IPR&D asset’s carrying value over its estimated fair value for the year ended December 31, 2016. The estimated fair value of the IPR&D asset as of December 31. 2016 was based upon the value ascribed to AmiKet in an arm’s length agreement, which we negotiated with an unrelated third party. In the fourth quarter of 2017, we decided to apply the nano-encapsulation technology to AmiKet and develop Amiket Nano as a next generation, improved formulation of AmiKet. Previously, we had considered developing Amiket Nano but temporarily abandoned the project to focus on other development programs. Current management has decided to renew AmiKet Nano development activities based on the results of the BNS research. Additionally, the incorporation of the nano technology with AmiKet provides significant new patent protection for AmiKet Nano. Segment Information We operate in one reportable segment: acquiring, developing and commercializing prescription drug products. Accordingly, we report the accompanying consolidated financial statements in the aggregate, including all of our activities in one reportable segment. Approximately 8% and 9% of our assets were located outside of the United States as of December 31, 2017 and 2016, respectively, Research and Development R&D expenses consist primarily of payroll and related costs for our drug development and scientific personnel, clinical trials costs, manufacturing costs, and costs of outsourced R&D services. R&D costs are expensed as incurred. Translation into United States dollars The United States dollar is our functional currency. We conduct certain transactions in foreign currencies, particularly, the Israeli Shekel and the Euro, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are nominal and reflected as non-operating income or expense in the statements of operations, as they arise. Stock-based Compensation We recognize compensation expense for all equity-based payments. Stock based compensation issued to employees is accounted for under ASC 718, Compensation – Share Compensation We account for stock-based transactions with non-employees based upon the fair value of the equity instruments issued, in accordance with ASC 505-50, Equity-Based Payments to Non-Employees Reverse Stock Split On April 12, 2017, we announced a reverse stock split (the “Reverse Split”) of our shares of common stock (“Common Stock”) at a ratio of 1-for-20. Beginning with the opening of trading on April 13, 2017, our common stock began trading on a post-split basis on the Nasdaq Capital Market (“NASDAQ”). Every twenty shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. Our shareholders ratified the effectiveness of the Reverse Split at our Annual Meeting of Stockholders, held and adjourned on February 15, 2018, and reconvened on February 23, 2018. The Reverse Split affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options, warrants and convertible instruments outstanding immediately prior to the effectiveness of the Reverse Split. The Reverse Split reduced the total number of shares of Common Stock outstanding from approximately 194.3 million to approximately 9.7 million and was reflected on our Statement of Financial Position by a reduction in Common Stock of approximately $15.6 million and a corresponding increase in Additional Paid-in Capital of the same amount because the par value per share of our Common Stock did not change. No fractional shares were issued in connection with the Reverse Split. Any fractional share of common stock that would otherwise have resulted from the Reverse Split was rounded up to the nearest whole share. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the Reverse Split, including reclassifying an amount equal to the reduction in par value to Additional Paid-in Capital. Income Taxes We account for income taxes in accordance with ASC 740 “Income Taxes.” We are required to file income tax returns in the appropriate foreign, U.S. federal, state and local jurisdictions, including New Jersey, New York State, New York City and Israel. Since we had losses in the past, all prior years that generated net operating loss carry-forwards are open and subject to audit examination. Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based upon the differences arising from carrying amounts of our assets and liabilities for tax and financial reporting purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period when the change in tax rates is enacted. A valuation allowance is established when it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance has been applied against our net deferred tax assets as of December 31, 2017 and 2016, due to projected losses and because it is not more likely than not that we will realize future benefits associated with these deferred tax assets. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. ASC 740 prescribes how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Additionally, for tax positions to qualify for deferred tax benefit recognition under ASC 740, the position must have at least a “more likely than not” chance of being sustained upon challenge by the respective taxing authorities, which criteria is a matter of significant judgment. We had gross liabilities recorded of $70,000 and $60,000 for the years ended December 31, 2017 and 2016, respectively, to account for potential state income tax exposure. Our policy is to record interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision, of which such amounts were immaterial for the years ended December 31, 2017 and 2016. Patents We charge external patent costs, such as filing fees and associated attorney fees and costs associated with maintaining and defending our patents subsequent to their issuance, to expense as and when incurred. Clinical Trial Accruals We outsource the conduct of our pre-clinical and clinical trials to third party contract research organizations (CROs) and clinical investigators. Our clinical supplies are manufactured by third party contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or periodically based upon milestones achieved. We accrue these expenses based upon our assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. Our estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. Discrepancies could result in adjustments to our research and development expenses recorded in future periods. We have not had any significant adjustments to date. Recently Issued Accounting Standards New accounting standards which have been adopted In March 2016, the FASB issued Accounting Standards Update No. 2016-09, "Compensation-Stock Compensation" In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations” (ASU 2017-01) In July 2017, the FASB issued Accounting Standards Update ("ASU") No. 2017-11, Earnings Per Share New accounting standards which have not yet been adopted In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases" In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Intra-Entity Transfers of Assets Other Than Inventoy” In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cas” In August 2017, the FASB issued Accounting Standards Update No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvments to Accounting for Hedging Activities |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 4. Derivative Financial Instruments We account for derivative financial instruments in accordance with ASC 815-40, “Derivative and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). Instruments that do not have fixed settlement provisions are deemed to be derivative instruments. On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of original issue discount convertible notes (the “Carmelit Notes”). Also, the holder is entitled to receive 75,000 shares of our common stock subject to approval by our shareholders. We accounted for the obligation to issue Carmelit 75,000 shares as a derivative under ASC 815 because shareholder approval is not within our control and failure to obtain the approval would trigger net-cash settlement. Therefore and because shareholder approval has not been obtained to date, we classified the obligation as a derivative liability with an offset to debt discount on the debt in our consolidated financial statements, recorded at fair value and subject to mark to market until the shares are issued upon shareholder approval. We recorded the derivative liability of $207,750 at inception based on the closing price of our shares on that date. As of September 30, 2018, the fair value of these shares was $5,250 based on the closing price of our shares and we recorded the change in fair value of $37,500 for the nine months ended September 30, 2018. On October 27, 2017, we entered into an agreement with a consultant providing for the issuance of 50,000 shares to the consultant as partial consideration for the performance of investor relations services. We accounted for the obligation to issue the shares as a derivative because the issuance was subject to Immune Board approval, which was not obtained as of December 31, 2017. We recorded a derivative liability of $40,500 at inception based on the closing price of our shares on that date. Following receipt of board approval, in March 2018, we issued 50,000 shares to the consultant and extinguished the derivative liability. The fair value of these shares was $19,000 based on the closing price of our shares and we recorded the change in fair value of $9,500 for the nine months ended September 30, 2018. | Note 4. Derivative Financial Instruments We account for derivative financial instruments in accordance with ASC 815-40, “Dervative and Hedging – Contracts in Entity’s Own Equity” Hercules Warrants On July 29, 2015, the Company and Immune Pharmaceuticals USA Corp., a wholly-owned subsidiary of the Company entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital (“Hercules”) pursuant to which we borrowed $4.5 million from Hercules. In connection with the execution of the Loan Agreement, we issued to Hercules five-year warrants (“Hercules Warrants”) to purchase an aggregate of 10,743 shares of our common stock at an exercise price of $34.00 per share, subject to certain adjustments, including, the effective price of any financing occurring six months after the issuance date at a price lower than the strike price of the Hercules Warrants. We determined the fair value of the Hercules Warrants to be $0.3 million on July 29, 2015 using the Binomial Lattice pricing model and recorded that amount as part of debt discount in our consolidated balance sheets because the Hercules Warrants were considered part of the cost of the financing. We amortized the debt discount over the life of the Loan Agreement using the effective interest method. The Hercules Warrants were re-measured at each balance sheet date until the expiration of the anti-dilution provision on January 29, 2016. For the year ended December 31, 2016, we recorded a gain on the change in the estimated fair value of the Hercules Warrants of $38,000, which was recorded as non-operating income in our consolidated statements of operations. Upon the expiration of the anti-dilution provision on January 29, 2016, the remaining balance of $46,000 of the derivative liability associated with the Hercules Warrant was reclassified to additional paid-in-capital in our consolidated balance sheets. Discover Series D Convertible Preferred Stock In 2015, we issued Series D Redeemable Convertible Preferred Stock (“Series D Preferred Stock”) to Discover Growth Fund (“Discover”) , with a conversion price of $50.00 per share. We received total gross proceeds of $12.0 million in connection with the issuance of the Series D Preferred Stock to Discover after taking into account a 5% original issue discount. Discover could convert at any time and at conversion Discover receives a conversion premium equal to the amount of dividends it would have received with respect to the Series D Preferred Stock if the Series D Preferred Stock had been held to the term of agreement of 6.5 years. The Series D Preferred Stock dividend rate included an adjustment feature that fluctuated inversely to the changes in the value of our common stock price. The conversion premium and dividends are redeemed upon conversion of the Series D Preferred Stock. We determined that the conversion premium and dividends with the features described above required liability accounting. Accordingly, the conversion premium and the dividend feature were bifurcated from the Series D Preferred Stock on our consolidated balance sheet and were recorded as a derivative liability at fair value. Changes in the fair value of the derivative liability are recognized in our consolidated statement of operations for each reporting period. For the year ended December 31, 2016, Discover converted its remaining 963 shares of our Series D Preferred Stock outstanding. We recorded a loss of $8.7 million on the change in the estimated fair value of the Discover derivative liability for the year ended December 31, 2016. The loss was recorded as a non-operating expense in our consolidated statements of operations. The fair value of the Discover derivative liability as of December 31, 2016 was $0. 2017 Derivative Liabilities On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of original issue discount convertible notes (the “Carmelit Notes”) (See Note 9). Also, the holder is entitled to receive 75,000 shares of our common stock subject to approval by our shareholders. We accounted for the obligation to issue Carmelit 75,000 shares as a derivative under ASC 815 because shareholder approval is not within our control and failure to obtain the approval would trigger net-cash settlement. Therefore and because shareholder approval has not been obtained to date, we classified the obligation as a derivative liability with an offset to debt discount on the debt in our consolidated financial statements, recorded at fair value and subject to mark to market until the shares are issued upon shareholder approval. We recorded the derivative liability of $207,750 at inception based on the closing price of our shares on that date. As of December 31, 2017, the fair value of these shares was $42,750 based on the closing price of our shares and we recorded the change in fair value of $165,000. On October 27, 2017, we entered into an agreement with a consultant in which the consultant is entitled to receive 50,000 shares. We accounted for the obligation as a derivative because the issuance of the shares were subject to approval by our board of directors and were not issued as of December 31, 2017. We recorded the derivative liability of $40,500 at inception based on the closing price of our shares on that date. As of December 31, 2017, the fair value of these shares was $28,500 based on the closing price of our shares and we recorded the change in fair value of $12,000. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | ||
Fair Value, Measurement Inputs, Disclosure [Text Block] | Note 5. Fair Value Measurements Financial Instruments and Fair Value We account for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” . ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 - Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The financial instruments recorded in our consolidated balance sheets consist primarily of cash, notes payable and accounts payable. The carrying amounts of our cash and accounts payable approximate fair value due to their short-term nature. The fair value of our debt approximates its carrying value of approximately $8.3 million. We had no other financial liabilities or assets that were measured at fair value as of September 30, 2018. | Note 5. Fair Value Measurements Financial Instruments and Fair Value We account for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; · Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and · Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The financial instruments recorded in our consolidated balance sheets consist primarily of cash, restricted cash, notes payable and accounts payable. The carrying amounts of our cash and accounts payable approximate fair value due to their short-term nature. The fair value of our debt approximates its carrying value of approximately $4.7 million as it related to the long-term portion of the Ceplene asset acquisition payable which was recorded at its present value using our borrowing rates (see Notes 7 and 9). We had no other financial liabilities or assets that were measured at fair value as of December 31, 2017 or 2016. Hercules Warrants The following table sets forth a summary of changes in the estimated fair value of our Hercules Warrant derivative liability for the periods presented ($ in thousands): Fair Value Measurements of Hercules Common Stock Warrants Using Significant Unobservable Inputs (Level 3) Balance at January 1, 2016 $ 84 Change in estimated fair value of liability classified warrants (38 ) Reclassification from liability to additional paid-in capital (46 ) Balance at December 31, 2016 $ - Series D Preferred Stock The following table sets forth a summary of changes in the estimated fair value of our Series D Preferred Stock derivative liability for the periods presented ($ in thousands): Fair Value Measurements of Series D Preferred Stock Derivative Liability Using Significant Unobservable Inputs (Level 3) Balance at January 1, 2016 $ 6,529 Change in estimated fair value of Series D Preferred Stock derivative liability 8,694 Series D Preferred Stock conversions (15,223 ) Balance at December 31, 2016 $ - |
Licensing Agreements
Licensing Agreements | 12 Months Ended |
Dec. 31, 2017 | |
License Agreements [Abstract] | |
License Agreements [Text Block] | Note 6. Licensing Agreements Bertilimumab iCo Therapeutics Inc. In December 2010, iCo Therapeutics Inc. (“iCo”) granted Immune Ltd. an option to sub-license the use of bertilimumab from iCo, which obtained certain exclusive license rights to intellectual property relating to bertilimumab pursuant to a license agreement with Cambridge Antibody Technology Group Plc, and to which Immune Ltd. became a party. In June 2011, Immune Ltd. exercised its option and obtained a worldwide license from iCo for the use and development of bertilimumab for all human indications, other than ocular indications, pursuant to a product sub-license agreement (the “iCo License”). iCo retained the worldwide exclusive right to the use of bertilimumab for all ocular applications. Under the agreement, Immune Ltd. paid an initial consideration of $1.7 million comprised of (i) $0.5 million in cash, (ii) 30,000 ordinary shares issued by Immune Ltd, which were valued at approximately $1.0 million and (iii) 10,000 warrants, which were valued at approximately $0.2 million. Pursuant to the iCo License, iCo is entitled to receive up to $32.0 million in development and commercialization milestones plus sales based royalties. The license term with respect to each separate Licensed Product, expires, on a country-by-country basis, on the later to occur of (a) the tenth anniversary of the First Commercial Sale of such Licensed Product in the applicable country or (b) the expiration date in such country of the last to expire of any issued iCo Patent that includes at least one Valid Claim that claims the particular Licensed Product or its manufacture or use (aa capitalized terms as defined in the iCo License”). No milestones triggering a payment obligation were reached during the years ended December 31, 2017 or 2016. Lonza Sales AG On May 2, 2012, Lonza Sales AG (“Lonza”) granted us a sub-licensable, non-exclusive worldwide license under certain know-how and patent rights to use, develop, manufacture, market, sell, offer, distribute, import and export bertilimumab, as it is produced through the use of Lonza’s system of cell lines, vectors and know-how. We are not obligated to manufacture bertilimumab through the use of Lonza’s system. We agreed to pay Lonza (i) a royalty of 1% of the net selling price of bertilimumab manufactured by Lonza; or (ii) an annual payment of approximately $0.1 million (first payable upon commencement of phase 2 clinical trials) plus a royalty of 1.5% of the net selling price of bertilimumab if it is manufactured by us or one of our strategic partners; or (iii) an annual payment of approximately $0.5 million (first payable upon commencement of the relevant sublicense) plus a royalty of 2% of the net selling price of bertilimumab if it is manufactured by any party other than Lonza, us or one of our strategic partners. The royalties are subject to a 50% reduction based on the lack of certain patent protections, including the expiration of patents, on a country-by-country basis. Unless earlier terminated, the license agreement continues until the expiration of the last enforceable valid claim to the licensed patent rights, which began to expire in 2014 and continued to expire between 2015 and 2016, or for so long as the System Know How (as defined in the License) is identified and remains secret and substantial, whichever is later. We considered the System Know How as secret and substantial as of December 31, 2017 and accordingly, the license remains in effect as of that date. For the year ended December 31, 2017 there were no payments due related to this license. NanoCyclo - BioNanoSim Ltd In January 2016, we, through our wholly owned subsidiary, Immune Ltd., entered into a definitive research and license agreement with BioNanoSim Ltd. (“BNS”), a Yissum spin-off company. We obtained from BNS an exclusive worldwide sublicense, with a right to further sublicense, for the development, manufacturing and commercialization of certain inventions and research results regarding Yissum’s patents in connection with nanoparticles for topical delivery of cyclosporine-A (Nanocyclo) for all topical skin indications. As consideration for the grant of the license, we are required to pay the following consideration: · an annual maintenance fee of $30,000, commencing on January 1, 2021, which will increase by 30% each year up to a maximum annual maintenance fee of $0.1 million and may be credited against royalties or milestone payments payable in the same calendar year; · a license fee in the amount of $0.5 million, paid in 2016; · royalties on net sales of products (as such term is defined in the License) by us of up to 5%, subject to certain possible reductions in certain jurisdictions; · sublicense fees in the amount of 18% of any non-sales related consideration received by us from a sublicense or an option to receive a sublicense for the products and/or the licensed technology (as such terms are defined in the license); and · milestone payments of up to approximately $4.5 million and 250,000 shares of our common stock (12,500 shares after giving effect to the April 2017 Reverse Stock Split) upon the achievement of certain regulatory, clinical development and commercialization milestones. In the event that we receive consideration from a sublicensee for any such milestones, we will pay to BNS the higher of either (a) the amount of the particular milestone payment or (b) the amount of the sublicense fees that are due for such sublicensee consideration paid to us. In addition, we are obligated to reimburse BNS within 60 days for expenses relating to patent fees and will sponsor a 12-month research program to prepare the program for IND submission. In November 2017, we issued 250,000 shares valued at $225,000 to BNS without giving effect to the impact of the April 2017 Reverse Stock Split because we decided that the importance of the NanoCyclo program and the need to maintain a positive working relationship with BNS warranted ignoring the impact of the Reverse Split and instead issuing 250,000 Shares to BNS as if the Reverse Split had not occurred. For the year ended December 31, 2016, we paid a license fee of $0.5 million and approximately $0.2 million in research fees. For the year ended December 31, 2017, we paid approximately $0.3 million in research fees. Amiket and AmiKet Nano Yissum In June 2015, we entered into a definitive research and license agreement with Yissum. We obtained an exclusive, worldwide license from Yissum, with certain sublicensing rights, to make commercial use of certain of Yissum’s patents and know-how in connection with a topical nano-formulated delivery of AmiKet for the development, manufacturing, marketing, distribution and commercialization of products based on the technology. As consideration for the grant of the license, we are required to pay the following consideration: · an annual maintenance fee of $30,000 commencing on June 25, 2020, which maintenance fee shall increase by 30% each year, up to a maximum annual maintenance fee of $0.1 million and may be credited against royalties or milestone payments payable in the same calendar year; · royalties on net sales of products (as such term is defined in the license) by us in the amount of up to 3%, subject to certain possible reductions in certain jurisdictions; · milestones payments of up to approximately $4.5 million upon the achievement of certain regulatory, clinical development and commercialization milestone; and · reimbursement of related patent fees In addition, we agreed to fund an annual research program in the amount of approximately $0.4 million annually, plus VAT and any applicable taxes, commencing on October 1, 2015 (or such other time as mutually agreed between the parties). The results of the research, including any patents or patent applications will automatically be licensed to us. For the year ended December 31, 2016, we paid research fees of approximately $0.1 million. As of December 31, 2017, $250,000 is due to Yissum for research fees. Dalhousie University In July 2007, we entered into a license agreement with Dalhousie University (“Dalhousie”) under which we obtained an exclusive license to certain patents for the topical use of tricyclic anti-depressants and N-methyl-D-aspartate (“NMDA”) receptor antagonists as topical analgesics for neuralgia. These and other patents cover the combination treatment consisting of amitriptyline and ketamine in AmiKet. We obtained worldwide rights to make, use, develop, sell and market products utilizing the licensed technology in connection with passive dermal applications. We are obligated to make payments to Dalhousie upon achievement of specified milestones and royalties based on annual net sales derived from the products incorporating the licensed technology. In April 2014, we entered into a Waiver and Amendment to the license agreement pursuant to which Dalhousie agreed to irrevocably waive our obligation to pay maintenance fees. In exchange, we agreed to pay Dalhousie royalties of 5% of net sales of licensed technology in countries in which patent coverage is available and 3% of net sales in countries in which data protection is available. Also, we agreed to amend the timing and increase the amounts of the milestone payments payable under the license agreement. Oncology Ceplene - Pint Pharma International S.A. On July 10, 2017, Cytovia entered into an exclusive licensing agreement (the “Licensing Agreement”) with Pint Pharma International S.A. (“Pint”) a specialty pharmaceutical company focused on Latin America and other markets, for the marketing, commercialization and distribution of Ceplene throughout Latin America (the “Territory”, as more fully defined in the Licensing Agreement) through Pint and one or more of its affiliates. Pursuant to the Licensing Agreement, Cytovia is entitled to (i) 35% of Ceplene net sales in the Territory (ii) a milestone payment of $0.5 million when net sales of Ceplene in the Territory reach $10.0 million in any calendar year and (iii) a milestone payment of $1.25 million when net sales of Ceplene in the Territory reach $25.0 million in any calendar year (collectively, the “Ceplene Payments”). Cytovia further granted Pint and its affiliates certain sublicensing rights to Ceplene, and a right of first refusal on any new products of Cytovia within the Territory during the term of the Licensing Agreement. With regard to any regulatory approvals and filings related to the commercialization of Ceplene within the Territory, Pint shall be the applicant, holder of such regulatory approvals and will be responsible for the content of such regulatory submissions, as well as all costs and expenses related to, among other items delineated in the Licensing Agreement, the fees, filings, compliance, registration and maintenance of such required regulatory approval matters. Cytovia shall be responsible for providing (or if in the control of a third party, to ensure such third party provides) all appropriate documentation, samples and other information in support of Pint in connection with its regulatory submissions, compliance and maintenance matters in the Territory concerning the Ceplene product(s). Additionally, in connection with the Licensing Agreement, the parties agreed that Pint Gmbh, an affiliate of Pint, will separately enter into an investment agreement, pursuant to which Pint Gmbh will make an investment of $4.0 million at series A valuation into Cytovia in exchange for an equity interest in Cytovia. Dr. Massimo Radaelli, Executive Chairman of Pint, will also join the board of Cytovia upon completion of the investment and effective spin off of Cytovia from us, if and as consummated. NanomAbs - Yissum In April 2011, We entered into a license agreement with Yissum, which includes patents, research results and know-how developed by Professor Simon Benita related to the NanomAbs technology. Yissum granted us an exclusive license, with a right to sub-license, to make commercial use of the licensed technology in order to develop, manufacture, market, distribute or sell products derived from the license. As consideration for the grant of the license, we are required to pay the following consideration: · royalties in the amount of up to 4.5% of net sales; · beginning on the sixth anniversary, an annual license maintenance fee between $30,000 for the first year and up to a maximum of $0.1 million thereafter; · research fees of at least $0.3 million for the first year and at least $0.1 million from the second year through the sixth year (but, not to exceed $1.8 million in the aggregate); · milestone payments of up to $8.6 million, based on the attainment of certain milestones, including IND application submission, patient enrollment in clinical trials, regulatory approval and commercial sales; · sub-license fees in amounts up to 18% of any sub-license consideration; and · equity consideration in the amount of 8% of our shares of common stock on a fully diluted basis. The license expires, on a country-by-country basis, upon the later of the expiration of (i) the last valid licensed patent, (ii) any exclusivity granted by a governmental or regulatory body on any product developed through the use of the licensed technology or (iii) the 15-year period commencing on the date of the first commercial sale of any product developed through the use of the licensed technology. Upon the expiration of the license, we will have a fully paid, non-exclusive license to the licensed technology. For the year ended December 31, 2017 we paid research fees of approximately $0.1 million. Bispecific Antibodies - SATT Sud-Est In January 2017, we entered into an exclusive patent sub-license agreement with SATT Sud-Est, (“SATT”) a French technology transfer office of the five universities of the Provence-Alpes-Cote-d’Azur and Corsica regions in France, relating to certain patents covering the development, use, manufacture and commercialization of monoclonal and bispecific antibodies targeting components of the tumor microenvironment and angiogenic factors. In addition, SATT agreed to grant us an exclusive option relating to the pro-angio vascular endothelial growth factor (“VEGF”) invention to be filed as a patent application during the term of the agreement. We will have a month after the filing of the patent to exercise the option. In consideration of the sub-license and option agreement, we agreed to pay an upfront payment of approximately $0.2 million, with $0.1 million payable in January 2017 and the remainder payable in three equal quarterly payments thereafter beginning in March 2017. As of December 31, 2017, we have not made any payments. In addition, we agreed to certain milestone and royalty payments for each monoclonal and bispecific product developed. Bispecific Antibodies - Atlante Biotech SAS In December 2015, we entered into an exclusive license with Atlante Biotech SAS (“Atlante”) relating to the patents and know-how for a new format of bispecific antibody platform. The technology, the result of a collaborative European consortium led by Dr. Jean Kadouche and funded by a European grant, developed the novel platform for the production of tetravalent IgG1-like bispecific antibodies. A prototype bispecific antibody utilizing the platform was shown to retain effector functions and mediate redirect killing of target cells by cytokine induced killer T cells. Moreover, the bispecific antibody demonstrated direct in-vitro and in-vivo anti-cancer effects in tumor models and improved survival in a mouse xenograft model of disseminated leukemia. MabLife SAS In March 2012, we acquired from MabLife SAS (“MabLife”), a biotechnology company specializing in research and development of antibody-based therapeutics for the treatment of cancers, autoimmune and inflammatory disorders. We acquired all rights, title and interest in and to the patent rights, technology and deliverables related to the anti-Ferritin monoclonal antibody (“AMB8LK”), including its nucleotide and protein sequences, its ability to recognize human acid and basic ferritins, or a part of its ability to recognize human acid and basic ferritins. The consideration was: $0.6 million payable in six equal installments (total payments to date totaled $0.2 million) and royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. We are required to assign the foregoing rights back to MabLife if we fail to make any of the required payments, are declared insolvent or bankrupt or terminate the agreement. In February 2014, we acquired from MabLife all rights, titles and interests in and to the secondary patent rights related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, Nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. Shire BioChem Inc. In connection with the Merger, we acquired a license agreement for the rights to the MX2105 series of apoptosis inducer anti-cancer compounds from Shire BioChem Inc. (“Shire BioChem”), (formerly known as BioChem Pharma, Inc.). Under the license agreement, we are required to pay Shire BioChem a portion of any sublicensing payments we receive if we relicense the series of compounds or make milestone payments to Shire BioChem totaling up to $26.0 million and pay a royalty on product sales if we develop the compounds internally for the treatment of a cancer indication. Dr. Jean Kadouche and Alan Razafindrastita In December 2011, Dr. Jean Kadouche sold, assigned and transferred to us the entire right, title and interest for all countries, in and to any and all patents and inventions related to mice producing human antibodies and a method of preparation of human antibodies (the “Human Antibody Production Technology Platform”) for 40,000 shares of our common stock and $20,000 (paid to Dr. Kadouche and Alan Razafindrastita). Through the Human Antibody Production Technology Platform and additional laboratory work, human immune systems and specific cell lines were introduced in mice, enabling the mice to produce human monoclonal antibodies. LidoPAIN - Endo Pharmaceuticals Inc. In December 2003, EpiCept entered into a license agreement (“License Agreement”) with Endo Pharmaceuticals Inc. (“Endo”) under, which EpiCept granted Endo (and its affiliates) the exclusive (including as to EpiCept and its affiliates) worldwide right to commercialize LidoPAIN, adhesive-backed, lidocaine-based patch for the treatment of acute lower back pain. EpiCept also granted Endo worldwide rights to use certain of EpiCept’s for the development of certain other non-sterile, topical lidocaine patches, including Lidoderm, Endo’s non-sterile topical lidocaine-containing patch for the treatment of chronic lower back pain. We assumed the License Agreement upon the Merger. Under the License Agreement, we are entitled to receive milestone payments of up to $52.5 million upon the achievement of various milestones relating to product development, regulatory approval and sales based royalties on sales of LidoPAIN and Endo’s own back pain product, if covered by our patents. Royalties are payable until generic equivalents to the LidoPAIN product are available or until expiration of the patents covering LidoPAIN, whichever is sooner. Also, we are eligible to receive milestone payments from Endo of up to $30 million upon the achievement of specified regulatory and net sales milestones of Lidoderm, Endo’s chronic lower back pain product candidate, if covered by our patents. The License Agreement terminates upon the later of the conclusion of the royalty term, on a country-by-country basis, and the expiration of the last applicable EpiCept patent covering licensed Endo product candidates on a country-by-country basis. Either party may terminate the agreement upon an uncured material breach by the other or, subject to the relevant bankruptcy laws, upon a bankruptcy event of the other. In July 2015, we amended the License Agreement. We transferred to Endo its previously licensed patents related to the use of topical lidocaine in acute and chronic back pain and Endo granted to us a royalty-free, non-exclusive, fully transferable license to those patents. Endo will make undisclosed milestone payments to us if Endo receives approval for a back pain indication for a lidocaine-based product. We regained full exclusive rights to develop, commercialize and license LidoPAIN. |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets Disclosure [Text Block] | Note 6. Intangible Assets Our intangible assets consist of licenses and patents relating to our bertilimumab and oncology programs and were determined by management to have useful lives ranging between seven and fifteen years. We amortize these intangible assets on a straight-line basis. On June 15, 2017, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Meda Pharma SARL, a Mylan N.V. company (“Meda”), to repurchase assets relating to Ceplene (histamine dihydrochloride) including the right to commercialize Ceplene in Europe and to register and commercialize Ceplene in certain other countries, for a fixed consideration of $5.0 million payable in installments over a three-year period and additional contingent payments of $3.0 million which consists of $1.5 million due in year 4 upon the initial achievement of $12.0 million in revenue and $1.5 million due in year 5 upon the initial achievement of $15.0 million in revenue. The assets acquired from Meda include rights to marketing authorizations, trademarks, patents, and other intellectual property related to Ceplene and its use . In addition, on June 15, 2017, substantially contemporaneous with the entry into the Asset Purchase Agreement, we entered into a Standby Financing Agreement (the “Standby Financing Agreement”) with Daniel Kazado (the “Standby Financer”) a member of our board of directors and a beneficial owner of our capital stock. See Note 13 for a further description of the Standby Financing Agreement. Currently, we are contemplating the sale or other disposition of our Ceplene assets, pursuant to which we intend to include the $5.0 million financial obligations contemplated by the Asset Purchase Agreement as part of such sale or other disposition on a basis and on terms that are acceptable to our board of directors and, if attainable, without recourse to us. We intend to maintain the regulatory status of Ceplene and our oncology assets while we pursue a strategic transaction, however, management and our board of directors will make decisions in the best interest of its shareholders as this process progresses. We treated the acquisition as an asset acquisition in accordance with ASC 805, “Business Combinations” . We recorded the purchase price for the underlying patents as intangible assets and recorded the present value of the future payments due under the Asset Purchase Agreement of $4.2 million as a corresponding liability. The present value of future payments due under the Asset Purchase Agreement was determined by using our then current borrowing rate of 15% as the relevant discount rate for present value calculations. As of September 30, 2018, the amount due to Meda on a present value basis, classified as current and long-term notes payable is $3.7 million and $0.9 million, respectively. The estimated useful life of these intangible assets is seven years. As of June 30, 2018, we evaluated our intangible assets for human antibodies and anti-ferritin antibodies because of events that occurred during the quarter, which indicate that the carrying amount may no longer be recoverable. Based on this evaluation (level 3 in the fair value hierarchy), these intangible assets have no value and were fully impaired. For the nine months ended September 30, 2018, we recorded impairment losses of $653,000 on certain intangible assets, as noted above. The value of our amortizable intangible assets including gross asset value and carrying value is summarized below ($ in thousands): Bertilimumab iCo NanomAbs Yissum Human Antibodies Kadouche Anti-ferritin Antibody MabLife Ceplene Acquisition Intangibles Total Balance as of December 31, 2017 $ 1,419 $ 383 $ 381 $ 318 $ 3,976 $ 6,477 Amortization (126 ) (36 ) (23 ) (23 ) (461 ) (669 ) Impairment - - (358 ) (295 ) - (653 ) Balance, September 30, 2018 $ 1,293 $ 347 $ - $ - $ 3,515 $ 5,155 Gross asset value $ 2,509 $ 694 $ - $ - $ 4,310 $ 7,513 Accumulated Amortization (1,216 ) (347 ) - - (795 ) (2,358 ) Balance, September 30, 2018 $ 1,293 $ 347 $ - $ - $ 3,515 $ 5,155 Amortization expense amounted to $208,000 and $669,000 for the three and nine months ended September 30, 2018, respectively. Amortization expense amounted to $256,000 and $409,000 for the three and nine months ended September 2017, respectively. Estimated amortization expense for each of the five succeeding years, based upon intangible assets at September 30, 2018 is as follows ($ in thousands): Period Ending September 30, Amount 2019 $ 829 2020 829 2021 829 2022 829 2023 829 Thereafter 1,010 Total $ 5,155 | Note 7. Intangible Assets Our intangible assets consist of licenses and patents relating to our bertilimumab and oncology programs, and were determined by management to have useful lives ranging between seven and fifteen years. We amortize these intangible assets on a straight-line basis. On June 15, 2017, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Meda Pharma SARL, a Mylan N.V. company (“Meda”) to repurchase assets relating to Ceplene (histamine dihydrochloride) including the right to commercialize Ceplene in Europe and to register and commercialize Ceplene in certain other countries, for a fixed consideration of $5.0 million payable in installments over a three-year period. We treated the acquisition as an asset acquisition in accordance with ASC 805, “Business Combinations”. We recorded the purchase price for the underlying patents as intangible assets and recorded the present value of the future payments due under the Asset Purchase Agreement of $4.2 million as a corresponding liability. The present value of future payments due under the Asset Purchase Agreement is determined by using our current borrowing rate of 15% as the relevant discount rate for present value calculations. As of December 31, 2017, the amount due to Meda on a present value basis, classified as current and long term notes and loans payable is $3.0 million and $1.4 million, respectively. The estimated useful life of these intangible assets is seven years. The value of our amortizable intangible assets including gross asset value and carrying value is summarized below ($ in thousands): Bertilimumab NanomAbs Human Anti-ferritin Ceplene Total Balance as of January 1, 2016 $ 1,753 $ 475 $ 475 $ 408 $ - $ 3,111 Amortization (167 ) (46 ) (47 ) (45 ) - (305 ) Balance as of December 31, 2016 $ 1,586 $ 429 $ 428 $ 363 $ - $ 2,806 Additions - - - - 4,310 4,310 Amortization (167 ) (46 ) (47 ) (45 ) (334 ) (639 ) Balance, December 31, 2017 $ 1,419 $ 383 $ 381 $ 318 $ 3,976 $ 6,477 Gross asset value $ 2,509 $ 694 $ 700 $ 547 $ 4,310 $ 8,760 Accumulated Amortization (1,090 ) (311 ) (319 ) (229 ) (334 ) (2,283 ) Balance, December 31, 2017 $ 1,419 $ 383 $ 381 $ 318 $ 3,976 $ 6,477 Management determined that our amortizable intangible assets have a useful life of between 7 and 15 years. Amortization expense amounted to $639,000 and $305,000 for the years ended December 31, 2017 and 2016, respectively. Estimated amortization expense for each of the five succeeding years, based upon intangible assets owned at December 31, 2017 is as follows ($ in thousands): Period Ending December 31, Amount 2018 $ 921 2019 921 2020 921 2021 907 2022 905 Thereafter 1,902 Total $ 6,477 |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 7. Accrued Expenses Accrued expenses consist of the following ($ in thousands): September 30, December 31, 2018 2017 Professional fees $ 83 $ 284 Consulting fees 967 832 License fees - 421 Dividends - 216 Salaries and employee benefits 156 105 Severance 307 - Other 166 262 Total $ 1,679 $ 2,120 | Note 8. Accrued Expenses Accrued expenses consist of the following ($ in thousands): December 31, December 31, 2017 2016 Professional fees $ 284 $ 414 Consulting fees 691 - License fees 421 - Dividends 216 - Salaries and employee benefits 105 930 Advances and fees - 340 Financing costs - 616 Other 403 320 Total $ 2,120 $ 2,620 |
Notes and Loan Payable
Notes and Loan Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | Note 8. Notes and Loan Payable We are party to loan agreements as follows ($ in thousands): September 30, December 31, 2018 2017 Mablife Notes Payable (2) $ - $ 394 Asset Acquisition Payable, net of discount of $445 (3) 4,555 4,359 May 2018 Convertible Notes, net of discount of $216 (4) 3,677 - September 2018 Notes, net of discount of $3 (1) 100 - Total notes and loans payable $ 8,332 $ 4,753 Notes and loans payable, net of debt discount, current portion $ 7,462 $ 3,296 Notes and loans payable, noncurrent portion 870 1,457 Total notes and loans payable, net of discount $ 8,332 $ 4,753 Repayments under the Company’s existing debt agreements consist of the following ($ in thousands): Period Ending September 30, Amount 2019 $ 7,997 2020 1,000 Total $ 8,997 September 2018 Notes (1) On September 12, 2018, we entered into a securities purchase agreement (the “Purchase Agreement”) with Power Up Lending Group Ltd. (the “Purchaser”) for the sale of $103,000 in aggregate principal amount of convertible notes (the “September 2018 Notes”) which was consummated on September 14, 2018. The September 2018 Notes bear interest at a rate of 12% per annum, payable in arrears on the maturity date of September 11, 2019, or upon acceleration or by prepayment. Any amount of principal or interest on the September 2018 Notes which is not paid when due shall bear interest at a rate of 22% per annum from the due date thereof until the same is paid. At any time during the one-hundred seventy (170) days ended March 1, 2019, we may prepay the Notes by paying a prepayment premium between 15% and 35%, based on the date paid, of the outstanding principal plus accrued and unpaid interest. The September 2018 Notes are convertible into shares of our common stock, par value $0.0001 per share, beginning on March 1, 2019 at a conversion price equal to sixty-one percent (61%) of the average of the lowest two closing bid prices of our common stock during the twenty (20) trading days immediately preceding conversion. The number of shares issuable upon any conversion is limited to 4.99% of our then issued and outstanding common stock. There are no registration rights or warrants being granted to the Purchaser in this transaction. In October 2018, we repaid the September 2018 Notes in full, which included a prepayment premium of 20% and accrued interest. MabLife Notes Payable (2) In March 2012, we acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights to provide that the remaining payments of $0.1 million per year would be due each year in 2016 and 2017. We did not make those payments on a timely basis. In February 2014, we acquired from MabLife, through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, we agreed to pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 would be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. We did not make those payments on a timely basis. During the first quarter of 2015, MabLife informed us that it had filed for bankruptcy. On May 30, 2017, we received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017. In December 2017, we reached an agreement with the bankruptcy court-liquidator to settle all amounts due to Mablife for a payment of approximately $205,000. We paid the settlement amount in January 2018 and received confirmation by the commercial court on May 28, 2018. Based on this approved settlement, we wrote off the remaining $181,000 of debt to gain on extinguishment of debt in the three months ended June 30, 2018. For the nine months ended September 30, 2018 and 2017, interest expense was $0. Asset Acquisition Payable (3) In conjunction with the Asset Purchase Agreement with Meda described in Note 6, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.7 million and $0.9 million, respectively, representing the amount due to Meda calculated on a present value basis. For the nine months ended September 30, 2018, interest expense was $195,000. We are currently in default under the Asset Purchase Agreement. If not cured, we bear significant risk to our business plan regarding Ceplene, including the loss of such rights. Under the Asset Purchase Agreement, we were obligated to make payments to Meda of $1,500,000 (the “First Initial Consideration”) no later than December 15, 2017 and $1,500,000 on June 15, 2018. Under that agreement, we had a 30-day grace period to make the payment of the First Initial Consideration or agree to a payment plan with Meda. On January 31, 2018, Meda delivered to us a default notice, demanding payment of the First Initial Consideration no later than February 15, 2018. We have yet to make any payments to Meda. Accordingly, Meda could terminate the Asset Purchase Agreement and cause us to forfeit the European rights to Ceplene without consideration to us and cancel our further obligations under the agreement except the First Initial Consideration would remain due and payable. If such action were to occur, we would need to either agree to a new license with Meda or renegotiate terms of a purchase from Meda of the European rights to Ceplene. There can be no guarantee that we would be able to come to terms with Meda. Loss of the European rights to Ceplene would impair our ability to execute our business plan with respect to our oncology related assets. May 2018 Convertible Notes (4) On May 14, 2018, we entered into a securities purchase agreement (the “May 2018 Purchase Agreement”) with certain institutional investors for the sale of $2,781,000 in aggregate principal amount of original issue discount convertible notes with net proceeds of $2,007,000 (the “May 2018 Convertible Notes”) which was consummated on May 18, 2018. The May 2018 Convertible Notes included a 20% original issue discount of $556,000, an 8% placement agent fee of $178,000 and other placement agent expenses of $40,000. In addition, the placement agent received 474,667 warrants with an exercise price of $0.47 per share and are exercisable as of November 18, 2018. We calculated the fair value of these warrants as $91,000 using the Black-Scholes model and recorded the fair value as debt discount with an offset to additional paid-in capital. Original issue discount and debt issuance costs was $865,000 and is being amortized over six months. The May 2018 Convertible Notes are convertible at any time at a conversion price of $0.375 per share, subject to adjustment upon an event of default or significant corporate transaction, provided that unless shareholder approval is obtained, the maximum amount of shares of our common stock that may be issued upon conversion is 6,397,456 shares of common stock (or 19.99% of the issued and outstanding shares of common stock on the closing date). The conversion price is not subject to adjustment for future equity issuances at prices below the then prevailing conversion price and we are under no obligation to obtain shareholder approval in connection with the offering. The May 2018 Convertible Notes are due and payable upon the earlier of (a) November 18, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3,000,000 in the aggregate. The holders of the May 2018 Convertible Notes have the option to extend the maturity date of the notes through February 18, 2019. The May 2018 Convertible Notes represent senior indebtedness of the Company. The May 2018 Convertible Notes become immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages, due if our common stock shall not be eligible for listing or quotation for trading on NASDAQ and shall not be eligible to resume listing or quotation for trading thereon within five trading days. Additionally, interest on the May 2018 Convertible Notes would accrue daily at an interest rate of 1.5% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at a price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below par value. On June 4, 2018, we received a notice from the Staff of Nasdaq LLC indicating that, based upon our continued non-compliance with the minimum $1.00 bid price requirement for continued listing on NASDAQ, as set forth in the Rule as of May 30, 2018, the Staff had determined to delist our securities from NASDAQ unless we timely requested a hearing before the Panel. We timely appealed the delisting notice and appeared in front of the Panel on July 19, 2018. The Panel issued a decision on July 24, 2018 and affirmed the Staff’s decision to delist our common stock from NASDAQ, with suspension of trading effective at the open of business on July 26, 2018. The suspension of trading on NASDAQ triggered a default on the May 2018 Convertible Notes. Accordingly, as of June 30, 2018, we recorded the Mandatory Default Amount of $1.1 million as liquidated damages, which represents an additional 40% of principal but did not record an embedded derivative related to the lowest VWAP for the 15 days prior to conversion as this amount was immaterial to the consolidated financial statements. In connection with the financing on October 9, 2018 described in Note 15, Subsequent Events (the “Financing”), the holders of our May 2018 Convertible Notes agreed to waive the outstanding event of default thereunder resulting from the suspension of the trading of the common stock on NASDAQ (other than the required increase in the principal amount of the May 2018 Convertible Notes) and to certain amendments, including adding the OTCQX and OTCQB trading markets to the default provisions for listing or quotation for trading, to the May 2018 Convertible Notes to enable us to consummate the Financing in exchange for an aggregate amendment fee of $49,220. Upon the issuance of the May 2018 Convertible Notes on May 18, 2018, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Convertible Preferred Stock (“Series E Warrants”) were adjusted to $0.30. On July 26, 2018, upon the suspension of trading on NASDAQ, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Convertible Preferred Stock were adjusted to $0.20. On August 14, 2018, upon a conversion of $175 of May 2018 Convertible Notes, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Convertible Preferred Stock were adjusted to $0.0759. Based on the above down round triggers, we recorded a deemed dividend for the three and nine months ended September 30, 2018 of $5,100,000 and $10,699,000, respectively, based on the change in fair value, in our consolidated statement of operations, of which $10,127,000 was related to the Series E Convertible Preferred Stock and $572,000 was related to the Series E Warrants. For the three and nine months ended September 30, 2018, interest expense was $433,000 and $649,000, respectively, related to the amortization of original issue discount and debt issuance costs for the May 2018 Convertible Notes. For the nine months ended September 30, 2018 liquidated damages was $1,112,000 related to the Mandatory Default for the May 2018 Convertible Notes. | Note 9. Notes and Loans Payable We are party to loan agreements as follows ($ in thousands): December 31, December 31, 2017 2016 Loan Agreement, net of original issue discount of $0 and $0.4 million, respectively (1) $ — $ 2,857 July 2017 Senior Secured Convertible Promissory Note, net of original issue discount, debt issuance cost and debt discount (2) — — April 2017 Convertible Notes (3) — — May 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (4) (11) — — July 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (5) (11) — — August 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (6) (11) — — September 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (7) (11) — — Mablife Notes Payable (8) 394 387 Asset Acquisition Payable, net of discount of $0.6 million (9) 4,359 — Convertible Notes, net of original issue discount, debt issuance cost and debt discount of $0 and $0.1 million (10) — 937 Total notes and loans payable $ 4,753 $ 4,181 Notes and loans payable, net of debt discount, current portion $ 3,296 $ 2,739 Notes and loans payable, noncurrent portion 1,457 1,442 Total notes and loans payable, net of original issue discount, debt issuance cost and debt discount of $0.6 million and $0.5 million $ 4,753 $ 4,181 Repayments under our existing debt agreements consist of the following ($ in thousands): Period Ending December 31, Amount 2018 $ 3,367 2019 1,000 2020 1,020 Total $ 5,387 Loan and Security Agreement (1) On July 29, 2015, the Company and Immune Pharmaceuticals USA Corp., a wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement (“Loan Agreement”) pursuant to which Hercules agreed to lend $4.5 million to us with an option to borrow an additional $5.0 million prior to June 15, 2016, subject to the achievement of certain clinical milestones and other conditions. As of June 15, 2016, we had not met certain of the milestones described in the Loan Agreement required in order to borrow an additional $5.0 million and as a result the option expired. The Loan Agreement is collateralized by a first priority perfected security interest in all tangible and intangible assets of the Company and its subsidiaries. The Loan Agreement is senior in priority to all other Company indebtedness. The interest rate on the Hercules Loan is calculated at the greater of 10% or the prime rate plus 5.25%. We may prepay the Hercules Loan at any time, subject to certain prepayment penalties. Hercules may optionally convert up to $1.0 million of the unpaid principal balance of the loan in any subsequent institutionally led Company financing on the same terms, conditions and pricing applicable to such subsequent financing. This option to convert the loan to equity would be at the then fair value of our equity. Because the option to convert will be at the same terms and pricing as the new investors will be paying in the subsequent Company financing, the option is deemed to have minimal value for financial reporting purposes. The Hercules Loan’s matures on September 1, 2018 and includes an interest-only payment period for the first nine months following initial funding of the loan, after which escalating principal payments of $0.1 million per month began on April 1, 2016. Interest expense for the year ended December 31, 2016 was $0.4 million. As of December 31, 2016, we had made $1.2 million in principal repayments. The Loan Agreement includes an end of term charge of $0.5 million payable on the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding secured obligations under the Loan Agreement in full, or (iii) the date that the secured obligations under the Loan Agreement become due and payable in full (as described in the Loan Agreement). We accrue a portion of the end of term charge for each reporting period and will accrue up to the full $0.5 million charge over the 37-month term of the Hercules Loan because this charge is deemed a cost of the debt. For the year ended December 31, 2016, we had recorded a charge of approximately $0.2 million, in interest expense in our consolidated statements of operations related to the Loan Agreement. We recorded $1.3 million in debt issuance costs relating to placement agent fees, legal fees, closing costs and the fair value of the placement agent warrants in its consolidated balance sheets upon execution of the Loan Agreement. We early adopted ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs, ASU 2015-03 amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. We amortized the debt issuance costs over the term of the Loan Agreement. For the year ended December 31, 2016, we recorded $0.6 million in interest expense related to the amortization of the debt issuance costs. At December 31, 2016, we had approximately $0.4 million in debt issuance costs remaining to be amortized which is presented net of the debt balance in our consolidated balance sheets. We repaid $1.2 million in principal through December 31, 2016 and another $0.9 million in principal in 2017. As more fully described below (see Note 9 (2)), pursuant to an Assignment and Exchange Agreement that we executed in July 2017, we repaid the full principal balance of the Hercules Loan of $2.4 million and early termination fees of $0.6 million and the Hercules Loan was extinguished. For the year ended December 31, 2017, interest expense was $423,000 related to the Loan Agreement, of which $143,000 was based on the interest rate, $202,000 was for the amortization of debt issuance costs and $78,000 was for the end of term charge. Assignment and Exchange Agreement (July 2017 Senior Secured Convertible Promissory Note) (2) On July 7, 2017, Immune and Immune Pharmaceuticals USA Corp. (together, the “Borrower”), Hercules and certain subsidiaries of our subsidiaries, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with MEF I, L.P. (the “Investor”) whereby Hercules assigned to the Investor the existing amount outstanding under the Loan Agreement. Also on the Closing Date, we entered into an Exchange Agreement with the Investor (the “Exchange Agreement”) whereby we issued to the Investor a senior secured convertible promissory note with a principal amount of $2,974,159 (the “Exchange Note”) in exchange for the Hercules Loan. The Exchange Note is convertible, at the option of the holder, into shares of our common stock, par value $0.001 per share, at a per share price of $2.95 (the “Fixed Conversion Price”) subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share and subject to a total beneficial ownership limitation of 4.99% of our issued and outstanding common stock. The Exchange Note is due one year from the issue date. The Exchange Note is repayable through equal monthly amortization payments during the term of the Exchange Note, in cash or in shares of common stock at the Amortization Conversion Price (as defined in the Exchange Note). The holder has the option to accelerate each amortization payment in up to three separate payments and demand such payments in shares of our common stock. We concluded that the assignment and debt exchange should be accounted for as an extinguishment of debt because we were released of our obligation to Hercules and issued new debt to the Investor. We calculated the fair value of the new debt at the date of assignment of July 7, 2017 to be $3.4 million based on the principal of the new debt of approximately $3.0 million plus guaranteed interest of $0.4 million. The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of our common stock during the 15 trading days immediately preceding conversion. The fair value of the conversion discount was calculated to be $0.6 million, which was recorded as loss on extinguishment and additional paid in capital. We recorded the difference between the fair value of the new debt of $3.4 million and the net carrying amount of the extinguished debt of $2.5 million as a loss on extinguishment of $0.9 million in the consolidated statements of operations during the year ended December 31, 2017. During the year ended December 31, 2017, the Investor converted approximately $2.2 million of aggregate principal and accrued interest into 1,991,864 shares of our common stock. In October 2017, we paid the Investor $1.4 million in cash, representing the remaining aggregate principal and accrued interest on the Exchange Note of $1.2 million and a cash redemption fee of $0.2 million. For the year ended December 31, 2017, interest expense was $236,000 related to the July 2017 Senior Secured Convertible Promissory Note for the amortization of original issue discount. April 2017 Convertible Notes (3) On April 10, 2017, we entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which EMA purchased an aggregate principal amount of $525,000 of Convertible Notes for an aggregate purchase price of $450,000 (the “April 2017 Convertible Notes”). The April 2017 Convertible Notes included a 5% origination fee of $25,000 and a 10% original issue discount of $50,000 that was added to the face amount of the April 2017 Convertible Notes. The April 2017 Convertible Notes bear interest at a rate of 6.0% per annum, payable in arrears on the maturity date of April 10, 2018 (the “Maturity Date”). The April 2017 Convertible Notes are convertible into shares of our common stock, after the effectiveness of a Registration Statement, at a conversion price equal to the lower of $2.80 or seventy-five percent (75%) of the lowest trading price of our common stock during 15 trading days immediately preceding conversion (“Conversion Date”). We calculated the fair value of this conversion feature as $175,000 and recorded that amount as interest expense with an offset to additional paid-in capital. We issued to EMA 83,333 warrants with an exercise price of $4.00 per share (subject to adjustment) which may be exercisable on a cashless basis in accordance with the terms of the warrants. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants, then the exercise price is reduced and the number of warrant shares issuable is increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price is equal to the aggregate exercise price prior to such adjustment. We calculated the fair value of these warrants using the Monte Carlo model. We allocated the proceeds from the issuance of the April 2017 Convertible Notes between the debt and the warrants using the allocated fair value method and the value assigned to the warrants of $180,000 was recorded as interest expense with an offset to additional paid-in capital. On May 3, 2017, we signed a Waiver Letter with EMA whereby we agreed to prepay a portion of the April 2017 Convertible Notes and EMA agreed to participate in the May 2017 Convertible Notes financing transaction described below. Additionally, we amended the April 2017 Convertible Notes to provide that the notes are convertible into shares of our common stock after the effectiveness of the Registration Statement at a conversion price equal to the lower of $2.80 or sixty-five percent (65%) of the lowest trading price of our common stock during 15 trading days immediately preceding a Conversion Date. On May 4, 2017, EMA converted outstanding notes with a principal balance of $123,000 plus a prepayment premium of $31,000, for a total of $154,000, and applied that amount to the purchase of May 2017 Convertible Notes (see below). We determined that the amendment of the April 2017 Convertible Notes constituted an extinguishment of debt and reissuance. We calculated a fair value of $105,000 for the conversion feature inherent in the amended April 2017 Convertible Notes and recorded that amount as interest expense with an offset to additional paid-in capital. Additionally, the unamortized debt discount associated with the April 2017 Notes prior to the amendment was written off and charged to interest expense. On May 30, 2017, we amended the Registration Rights Agreement with EMA dated as of April 10, 2017 to change the filing date of the registration statement to June 30, 2017 and we agreed to prepay $97,000 towards the principal amount outstanding on the April 2017 Convertible Notes at a prepayment price of $122,000, which included a prepayment premium of $25,000. We recorded the premium as interest expense. We filed the S-1 Registration Statement on June 30, 2017. In July 2017, EMA assigned the April 2017 Convertible Notes to the Investor described above for approximately $0.4 million. We concluded that the EMA assignment should be accounted for as an extinguishment of debt because we were released of our obligation to EMA and issued new debt to the Investor. We calculated the fair value of the new debt on the date of the assignment based on the purchase price of $0.4 million paid by the Investor for the April 2017 Convertible Notes. We recorded $0.1 million as expense from extinguishment of debt, which is the difference between the fair value of the assigned debt of $0.4 million and the net carrying amount of the extinguished debt of $0.3 million. On August 24, 2017, we agreed to reduce the minimum Conversion Price of the April 2017 Convertible Notes from $1.00 to $0.75 in exchange for the waiver of certain rights held by the Investor and the consent of the Investor to allow us to issue and sell the August 2017 Convertible Notes (described below). In 2017, the remaining principal balance of the April 2017 Convertible Notes were converted into 462,323 shares of our common stock. For the year ended December 31, 2017, interest expense was $607,000 related to the April 2017 Convertible Notes, of which $280,000 was for the conversion premium, $180,000 was for the fair value of the warrants, $85,000 was for the original issue discount, origination fees and attorney’s fees, $55,000 for the prepayment premium of 25% and interest expense of approximately $7,000 was based on the 6% per annum interest rate. May 2017 Convertible Notes (4) On May 4, 2017, we entered into a securities purchase agreement (the “May 2017 Purchase Agreement”), with several institutional investors (the “Investors”) regarding a multi-tranche private placement of up to $3.4 million of principal amount of convertible notes (the “May 2017 Convertible Notes”). The first tranche, consisting of the sale of convertible notes with a principal balance of $2.0 million and the issuance of 361,455 shares of our common stock closed on May 9, 2017. The second tranche, consisting of the sale of convertible notes with a principal balance of $360,000 and the issuance of 60,000 shares of our common stock closed on May 22, 2017. The May 2017 Convertible Notes are due and payable upon the earlier of (a) November 9, 2017 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holders of the May 2017 Convertible Notes have the option to extend the maturity date of the notes through February 7, 2018. We recorded the issuance of the shares as original issue discount relating to the convertible notes and used the allocated fair value method to determine the amount of discount. The fair value of the shares of common stock at time of issuance was $0.6 million. On June 29, 2017, we entered into a letter agreement with the Investors whereby we waived the right to issue the remaining May 2017 Convertible Notes issuable in the subsequent tranches and the Investors agreed to amend the May 2017 Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. Pursuant to the May 2017 Purchase Agreement, the May 2017 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due if we have not filed a S-1 registration statement for a follow-on offering by June 3, 2017. Additionally, interest on the May 2017 Convertible Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below $1.00. We filed the S-1 Registration Statement on June 30, 2017 and recorded the Mandatory Default Amount of $1.0 million as interest expense, of which $0.9 million represents an additional 40% of principal and $60,000 represents interest at a rate of 2% per month on the outstanding principal balance (including the additional 40%). On August 24, 2017, we agreed to reduce the conversion price of the May 2017 Convertible Notes from $2.89 to $1.30 in exchange for the waiver of certain rights held by the holders and their consent to our sale of the August 2017 Convertible Notes described below. We concluded that the amendment should be accounted for as an extinguishment of debt and reissuance. We calculated the fair value of the new debt on the date of the amendment based on a fair value determination of $3.8 million and recorded the difference between the fair value of the new debt and the net carrying amount of 3.1 million of the May 2017 Convertible Notes as a loss on extinguishment of $0.7 million During the year ended December 31, 2017, the holders of the May 2017 Convertible Notes converted approximately $1.86 million of aggregate principal and accrued interest into 1,409,946 shares of our common stock. In November 2017, we paid the holders of the May 2017 Convertible Notes $0.5 million in cash, representing the remaining aggregate principal and accrued interest on the May 2017 Convertible Notes. For the year ended December 31, 2017, interest expense was $1,186,000 related to the May 2017 Convertible Notes for the amortization of original issue discount. An additional $938,000 was paid in liquidated damages for the Mandatory Default Amount noted above. July 2017 Convertible Notes (5) On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of $0.3 million of original issue discount convertible notes (the “Carmelit Notes”) for net proceeds of $0.25 million ($50,000 original issue discount) which are convertible into shares of our common stock upon shareholder approval. The proposed terms of the notes are as follows: the notes are convertible into an aggregate of 101,695 shares of our common stock based upon a conversion price of $2.95 per share, subject to adjustment but in no event below $1.00 per share. The Carmelit Notes are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder has the option to extend the maturity date of the notes through October 17, 2018. Also, the holder is entitled to receive 75,000 shares of our common stock subject to approval by our shareholders. The transaction was consummated on August 24, 2017. We repaid the Carmelit Notes in full in November 2017. We accounted for the obligation to issue Carmelit 75,000 shares as a derivative under ASC 815 because shareholder approval is not within our control and failure to obtain the approval would trigger net-cash settlement. Therefore, we classified the obligation as a liability with an offset to debt discount on the debt in our consolidated financial statements, recorded at fair value and subject to mark to market until the shares are issued upon shareholder approval. The 75,000 shares had a fair value of $0.2 million on July 17, 2017 based on the closing price of our shares on that date. As of December 31, 2017, the 75,000 shares had a fair value of $43,000 based on the closing price of our shares. For the year ended December 31, 2017, interest expense was $263,000 related to the July 2017 Convertible Notes for the amortization of original issue discount. August 2017 Convertible Notes (6) On August 24, 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $858,000 in aggregate principal amount of original issue discount convertible notes (the “August 2017 Convertible Notes”) with net proceeds of $515,000 (original issue discount of $343,000) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, subject to adjustment but in no event below $1.00 per share. The transaction was consummated on August 30, 2017. The August Convertible Notes are due and payable upon the earlier of (a) February 28, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3.0 million in the aggregate. The holder has the option to extend the maturity date through May 28, 2018. We repaid the August 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $343,000 related to the August 2017 Convertible Notes for the amortization of original issue discount. September 2017 Convertible Notes (7) In September 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $149,500 in aggregate principal amount of original issue discount convertible notes (the “September 2017 Convertible Notes”) with net proceeds of $115,000 (original issue discount of $34,500) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event below $1.00 per share. We repaid the September 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $35,000 related to the September 2017 Convertible Notes for the amortization of original issue discount. MabLife Notes Payable (8) In March 2012, we acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights to provide that the remaining payments of $0.1 million per year would be due each year in 2016 and 2017. We did not make those payments on a timely basis. In February 2014, we acquired from MabLife, through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, we agreed to pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 would be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. We did not make those payments on a timely basis. For the years ended December 31, 2017 and 2016, interest expense was $0 and $49,000, respectively. During the first quarter of 2015, MabLife informed us that it had filed for bankruptcy. On May 30, 2017, we received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017. In December 2017, we reached an agreement with the bankruptcy court-liquidator to settle all amounts due to Mablife for a payment of approximately $205,000. We paid the settlement amount in January 2018 and are awaiting confirmation by the commercial court. Asset Acquisition Note Payable (9) In conjunction with the Asset Purchase Agreement with Meda described in Note 7, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.0 million and $1.4 million, respectively, representing the amount due to Meda calculated on a present value basis. For the year ended December 31, 2017, interest expense was $141,000. See Note 15 for discussion of our default on this debt. HLHW Convertible Notes (10) On November 17, 2016, we entered into a securities purchase agreement with HLHW IV, LLC (“HLHW”), pursuant to which HLHW purchased an aggregate principal amount of $1,050,000 of Subordinated Convertible Notes for an aggregate purchase price of $1,000,000 (“Convertible Notes”), representing a principal amount of the Notes of $1,000,000 plus an original issue discount of 5% which is $50,000. The Convertible Notes bear interest at a rate of 7.0% per annum, payable in arrears on the maturity date of November 17, 2017. The Notes are convertible into shares of our common stock at any time from the date of issuance of the Notes, at a conversion price equal to eighty percent (80%) of the lowest intraday bid price on the date of conversion (“conversion date”); provided the lowest intraday bid price on such conversion date is above the lowest closing bid price on the closing date (“Market Price”). In the event on the conversion date, the lowest intraday bid price is less than the Market Price, then in that instance, the conversion price on that conversion date will be equal to the lowest intraday bid price. On the maturity date, we have the option to pay the amount being redeemed; including accrued but unpaid interest, in cash, shares or any combination of cash and shares of our common stock. In addition, if at any time the lowest intraday bid price falls below $5.00 per share, the holder may elect to redeem up to $350,000 of the outstanding principal, interest and any amounts due under the Convertible Notes; provided, however, we may only use the proceeds from the sale of common stock pursuant to the terms of the Common Stock Purchase Agreement, dated November 17, 2016 (“CS Purchase Agreement”) entered into with HLHW to redeem the Convertible Notes. The Convetible Notes are subordinated to the Loan Agreement with Hercules Capital. This redemption process may be repeated once every five business days, at the election of Holder, until the Convertible Notes are fully satisfied. The foregoing notwithstanding, HLHW may convert any or all of these Convertible Notes into shares of our common stock at any time. The Convertible Notes also includes certain of events of defaults which at any time after HLHW becomes aware of may require the redemption of all or any portion of the Convertible Notes by delivery of a written notice to us. Each portion of the Convertible Notes subject to redemption shall be redeemed at a price equal to the greater of 18% per annum or the maximum rate permitted under applicable law of the conversion amount being redeemed, together with liquidated damages of $250,000. As part of the agreement, we paid approximately $0.1 million in debt issuance costs and discount. On December 16, 2016, we entered into Amendment No. 1 to the Purchase Agreement, which amended the Purchase Agreement to provide that in no circumstance shall the conversion price be lower than $2.00 per share of our common stock. As of December 31, 2016, the principal outstanding on the Convertible Notes was approximately $1.0 million. We incurred $0.1 million in transaction costs. For the year ended December 31, 2016, we recognized $25,000 in interest expense, amortization of debt discount and debt issuance costs which was recorded in interest expense in our consolidated statement of operations. On February 3, 2017, we entered into Amendment No. 2 to the Purchase Agreement, which amended the Convertible Notes to provide that we would redeem the Convertible Notes for $1.35 million by March 1, 2017, reflecting a redemption premium of 120% of the face amount of the HLHW Convertible Notes plus accrued interest. We recorded $0.3 million in interest expense as the redemption premium during the first quarter of 2017 related to Amendment No. 2 to the Convertible Note. We repaid the HLHW Convertible Notes in full in the second quarter of 2017. For the year ended December 31, 2017, interest expense was $404,000 related to the HLHW Convertible Notes, of which $300,000 was for the redemption premium during the first quarter of 2017 related to Amendment No. 2 to the Convertible Note and $104,000 was for the amortization of debt discount, debt issuance costs and original issue discount.We also paid $825,000 of liquidated damages. Revolving Line of Credit In April 2014, we entered into a three-year, $5.0 million revolving line of credit with Melini Capital Corp., a stockholder related to Daniel Kazado, our former Chariman of the Board until October 19, 2016 and a member of our Board of Directors. Borrowings under the revolving line of credit incur interest at a rate of 12% per year, payable quarterly. The revolving line of credit is unsecured and subordinated to the Hercules Loan Agreement. On November 30, 2016, the revolving line of credit expired with no amounts having been drawn. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Disclosure [Text Block] | Note 9. Income Taxes The Company has recognized a deferred tax liability of $4.1 million as of September 30, 2018 and December 31, 2017 related to the purchase of the AmiKet IPR&D. This deferred tax liability was recorded to account for the book vs. tax basis difference related to the IPR&D intangible asset, which was recorded in connection with the merger with Epicept Ltd. This deferred tax liability was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the indefinite life of this IPR&D. Accordingly, this deferred tax liability cannot be used to offset the valuation allowance. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes, ” the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at September 30, 2018 and December 31, 2017. | Note 13. Income Taxes The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017. Among other things, the Act reduces the U.S. federal corporate tax rate from 34 percent to 21 percent, eliminates the alternative minimum tax (“AMT”) for corporations, and creates a one-time deemed repatriation of profits earned outside of the U.S. The reduction of the corporate tax rate resulted in a write-down of the deferred tax liability of approximately $1.8 million, resulting in a deferred income tax benefit. The tax rate reduction also resulted in a write-down of the gross deferred tax asset of approximately $6.4 million, and a corresponding write-down of the valuation allowance. We recorded a deferred tax liability of $4.1 million and $5.9 million as of December 31, 2017 and 2016, respectively, related to the purchase of the AmiKet IPR&D. This deferred tax liability was recorded to account for the book vs. tax basis difference related to the IPR&D intangible asset, which was recorded in connection with the Merger. This deferred tax liability was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the indefinite life of this IPR&D. As such, this deferred tax liability cannot be used to offset the valuation allowance. During the year ended December 31, 2016, the AmiKet IPR&D was written down to $15.0 million resulting in a reduction of the deferred tax liability by $4.9 million (see Note 3). Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Our deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” we recorded a valuation allowance to fully offset the gross deferred tax asset, because it is not more likely than not that wewill realize future benefits associated with these deferred tax assets at December 31, 2017 and 2016. At December 31, 2017 and 2016, we had deferred tax assets of $27.5 million and $31.1 million, respectively, against which a full valuation allowance of $27.5 million and $31.1 million, respectively, had been recorded. The determination of this valuation allowance did not take into account our deferred tax liability for IPR&D assigned an indefinite life for book purposes, also known as a “naked credit” in the amount of $4.1 million and $5.9 million at December 31, 2017 and 2016, respectively. The change in the valuation allowance for the year ended December 31, 2017 was a decrease of $3.6 million. The decrease in the valuation allowance for the year ended December 31, 2017 was mainly attributable to the decrease in the gross deferred tax assets caused by the decrease in the corporate tax rate, net of increases in net operating losses and accrued liabilities. Significant components of our deferred tax assets at December 31, 2017 and 2016 are as follows ($ in thousands): December 31, 2017 2016 Deferred tax assets: Property, plant & equipment $ 81 $ 5 Accrued liabilities 2,619 3,894 Losses on debt extinguishment 458 45 Net operating loss carryforwards - U.S. 13,591 13,420 Net operating loss carryforwards - Israel 6,766 6,766 Stock-based compensation 4,014 5,435 Gross deferred tax assets 27,529 29,565 Valuation allowance (27,529 ) (29,565 ) Gross deferred tax assets after valuation allowance - - Deferred tax liability - AmiKet IPR&D assets (4,142 ) (5,933 ) Net deferred tax liability $ (4,142 ) $ (5,933 ) A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2017 and 2016 is as follows: For the Year Ended December 31, 2017 2016 U.S. federal statutory tax rate 34.0 % 34.0 % State income taxes, net of federal benefit (5.0 ) 4.9 U.S. vs. foreign tax rate differential (1.3 ) (1.0 ) Impact of tax law change (32.5 ) - Deferred tax adjustments (2.5 ) - Other (1.1 ) (2.1 ) Change in valuation allowance 18.3 (22.9 ) Effective tax rate 9.9 % 12.9 % We had approximately $127.9 million and $95.0 million of available gross net operating loss (“NOL”) carryforwards (federal, state and Israel) as of December 31, 2017 and 2016, respectively. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that we may utilize in any one year may be limited. We reduced our tax attributes (NOLs and tax credits) as a result of our ownership changes in 2007, 2009, 2013, 2015, and 2016 and the limitation placed on the utilization of its tax attributes, as a substantial portion of the NOLs and tax credits generated prior to the ownership changes will likely expire unused. The most significant reduction in tax attributes occurred in 2013 as a result of the Merger with Epicept. We do not have any material foreign earnings, due to a history of losses in its foreign subsidiary. A reconciliation of our NOLs for the years ended December 31, 2017 and 2016 is as follows ($ in thousands): December 31, 2017 2016 U.S. Federal NOLs $ 49,157 $ 33,953 U.S. State NOLs 49,341 33,940 Israel NOLs 29,417 27,066 Total NOLs $ 127,915 $ 94,959 Our federal and state NOLs of approximately $49.2 million and $49.3 million, respectively, begin to expire from 2030 through 2037. Our Israel NOL of $29.4 million does not expire. We have adopted guidance on accounting for uncertainty in income taxes which clarified the accounting for income taxes by prescribing the minimum threshold a tax position is required to meet before being recognized in the financial statements as well as guidance on de-recognition, measurement, classification and disclosure of tax positions. We have gross liabilities recorded of $70,000 and $60,000 for the years ended December 31, 2017 and 2016, respectively, to account for potential income tax exposure. We are obligated to file income tax returns in the U.S. federal jurisdiction, Israel and various U.S. states. However, because we had losses in the past, all prior years that generated NOLs are open and subject to audit examination in relation to the NOL generated from those years. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ($ in thousands): 2017 2016 Balance at January 1, $ 60 $ 50 Additions related to tax positions 10 10 Reductions related to tax positions - - Balance at December 31, $ 70 $ 60 Our evaluation of uncertain tax positions was performed for the tax years ended December 31, 2013 and forward, the tax years which remain subject to examination by major taxing jurisdictions as of December 31, 2017. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | Note 10. Stockholders’ Equity (a) Stock options and stock award activity The following table illustrates the common stock options granted during the nine months ended September 30, 2018: Title Grant No. of options Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Consultants January - September 2018 15,000 $ 0.34 $ 0.29 Immediately Volatility 114 -118 % Risk free interest rate 2.22 -2.82 % Expected term, in years 6 Dividend yield 0.00 % Management, January - September 2018 57,000 $ 0.25 $ 0.22 2 years Volatility 118 % Directors and Risk free interest rate 2.96 % Employees Expected term, in years 6 Dividend yield 0.00 % The following table illustrates the common stock options granted during the nine months ended September 30, 2017: Title Grant No. of options Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Management, January - September 2017 366,500 $ 4.00 $ 2.60 1-3 years Volatility 109-115 % Directors and Risk free interest rate 2.22-2.53 % Employees Expected term, in years 6-10 Dividend yield 0.00 % The following table illustrates the stock awards during the nine months ended September 30, 2018. Title Grant No. of stock awards Weighted average grant date fair value Vesting terms Consultants January - September 2018 100,000 $ 0.38 Immediately The fair value of stock awards was determined using the share price on the date of grant. There were no stock awards during the nine months ended September 30, 2017. The following table summarizes information about stock option activity for the nine months ended September 30, 2018: Options No. of options Weighted average exercise price Exercise price range Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2017 519,014 $ 9.80 $0.80 - $80.00 $ 9.40 $ - Granted 72,000 $ 0.27 $0.25-$0.34 $ 0.23 $ - Forfeited/cancelled (111,351 ) $ 22.23 $2.68-$80.00 $ 19.12 - Outstanding at September 30, 2018 479,663 $ 5.40 $0.25 - $61.00 $ 5.80 $ - Exercisable at September 30, 2018 356,787 $ 7.00 $0.25 - $61.00 $ 7.60 $ - As of September 30, 2018, unamortized stock-based compensation for stock options was $0.1 million, with a weighted-average recognition period of approximately 2.1 years. (b) Warrants The following table illustrates warrants granted during the nine months ended September 30, 2018: Title Grant No. of warrants Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Investors January - September 2018 474,667 $ 0.47 $ 0.19 Six months Volatility 118 % Risk free interest rate 2.90 % Expected term, in years 5 Dividend yield 0.00 % The following table illustrates warrants granted during the nine months ended September 30, 2017: Title Grant date No. of warrants Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Investors January - September 2017 52,910 $ 10.00 $ 3.80 Immediately Volatility 109 % Risk free interest rate 1.89 % Expected term, in years 5 Dividend yield 0.00 % Noteholders January - September 2017 387,597 $ 0.86 $ 1.96 Immediately Volatility 105 % Risk free interest rate 1.91 % Expected term, in years 5 Dividend yield 0.00 % The following table summarizes information about warrants outstanding at September 30, 2018: Number of Warrants Weighted Average Exercise Price Exercise price range Warrants outstanding at December 31, 2017 18,695,677 $ 3.00 $0.86-$200.00 Warrants issued 474,667 0.47 $ 0.47 Warrants increased 4,004,147 0.08 $ 0.08 Warrants exercised (34,820 ) .08 .08 Outstanding and exercisable at September 30, 2018 23,139,671 $ 1.61 $0.08-$200.00 The 83,333 warrants issued with the April 2017 Convertible Notes were valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if the Company completes a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. During the nine months ended September 30, 2018, the number of warrants increased by 4,004,147 to 4,391,744 and the exercise price lowered to $0.0759 due to the above provision. Based on the above provision, we recorded a deemed dividend for the three and nine months ended September 30, 2018 of $441,000 and $441,000, respectively, based on the change in fair value, in our consolidated statement of operations. Stock-based compensation expense for stock options and awards and warrants for the three months ended September 30, 2018 and 2017 was $9,000 and $180,000, respectively, which has not been tax-effected due to the recording of a full valuation allowance against net deferred tax assets. Stock-based compensation expense for stock options and awards and warrants for the nine months ended September 30, 2018 and 2017 was $131,000 and $345,000, respectively, which has not been tax-effected due to the recording of a full valuation allowance against net deferred tax assets. (c) Series E Convertible Preferred Stock For the nine months ended September 30, 2018, 8,478 shares of Series E Convertible Preferred Stock were converted into 23,825,614 shares of our common stock. As of September 24, 2018, we notified the holders of Series E Convertible Preferred Stock that funds are not legally available for the payment of dividends and that such dividends shall accrete to and increase the outstanding stated value of the Series E Convertible Preferred Stock and shall thereafter no longer be accrued and unpaid dividends. As of September 30, 2018, dividends in accrued expenses of $396,000 were adjusted and recorded in additional paid in capital. For the nine months ended September 30, 2018, we recorded dividends of approximately $342,000. | Note 10. Stockholders’ Equity (a) Stock options and stock award activity The following table illustrates the common stock options granted for the years ended December 31, 2017 and 2016: Title Grant date No. of Weighted average exercise Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes Management, Directors and Employees January – December 2017 366,500 $ 2.60 $ 2.40 0 to 3.0 years Volatility 109.42% -114.20% Risk free interest rate 2.01%-2.53% Expected term, in years 6.00-10.00 Dividend yield 0.00% Title Grant date No. of Weighted average exercise Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes Management, Directors and Employees January – December 2016 138,500 $ 11.20 $ 7.20 0 to 3.0 years Volatility 91.55% -107.35% Risk free interest rate 1.35%-2.06% Expected term, in years 6.00-10.00 Dividend yield 0.00% Consultants January – December 2016 24,250 $ 6.20 $ 4.60 0 to 1.0 years Volatility 91.55% - 102.12% Risk free interest rate 1.39% -1.56% Expected term, in years 10.00 Dividend yield 0.00% The following table illustrates the stock awards granted for the years ended December 31, 2017 and 2016: Title Grant date No. of Weighted average grant date fair value Vesting Consultant January - December 2017 250,000 $ 0.90 Immediately Consultant January - December 2016 45,000 $ 8.80 Immediately The following table summarizes information about stock option activity for the years ended December 31, 2017 and 2016: Options Weighted Weighted Aggregate Average Average Intrinsic Number Exercise Exercise Price Grant Date Value of Options Price Range Fair Value (000)s Outstanding at January 1, 2016 249,450 $ 31.20 $0.80-80.00 $ 39.40 $ - Granted 162,750 $ 9.20 $5.40-14.60 $ 6.80 - Exercised (23,835 ) $ 0.80 $0.80 $ 33.60 - Forfeited/Expired (17,608 ) $ 24.60 $8.00-71.60 $ 21.20 - Outstanding at December 31, 2016 370,757 $ 23.80 $0.80-80.00 $ 27.60 - Granted 366,500 2.60 $1.10-4.00 $ 2.40 - Exercised - $ - - $ - - Forfeited/Expired (218,243 ) $ 23.20 $0.80-71.60 $ 21.20 - Outstanding at December 31, 2017 519,014 $ 9.80 $0.80-80.00 $ 9.40 - Exercisable at December 31, 2017 345,638 $ 13.40 $0.80-80.00 $ 13.20 $ - Stock-based compensation expense for the years ended December 31, 2017 and 2016 was $0.5 million and $2.0 million, respectively, which has not been tax-effected due to the recording of a full valuation allowance against net deferred tax assets. As of December 31, 2017, unamortized stock-based compensation for stock options and stock awards was $0.3 million, with a weighted-average recognition period of approximately 1.7 years, respectively. (b) Warrants The following table summarizes information about warrants outstanding at December 31, 2017 and 2016: Number of Weighted Average Exercise Price Warrants Exercise Price Range Warrants outstanding at January 1, 2016 534,607 $ 78.60 $ 33.20-1,312 Warrants issued (1) 64,911 $ 14.80 $ 9.40-20.00 Expired (19,128 ) $ 404.40 $ 28.00-1,312 Warrants outstanding at December 31, 2016 580,390 $ 60.80 $ 9.40-200.00 Warrants issued (2) 18,116,507 $ 1.20 $ 4.00-10.00 Expired (1,220 ) $ 188.40 $ 170-200 Warrants outstanding at December 31, 2017 18,695,677 $ 3.00 $ 9.40-200.00 Warrants exercisable at December 31, 2017 18,695,577 $ 3.00 $ 9.40-200.00 1) Includes warrants to purchase an aggregate of 25,000 shares of our common stock, at an exercise price of $20.00 per share, exercisable immediately and expiring five years after the issuance date, issued in connection with the July 29, 2016 securities purchase agreement with certain institutional investors for issuance and sale of 158,730 shares of our common stock, for aggregate gross proceeds of $1.0 million as discussed below. 2) Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. (c) Capital Access Agreements April 19, 2016 Capital Access Agreement On April 19, 2016, we entered into a Capital Access Agreement (“April 2016 Agreement”) with Regatta Select Healthcare, LLC (“Regatta”) providing for the purchase up to 175,000 shares of our common stock over a twelve month term beginning on the date of the agreement. The purchase price per share is equal to 83% of the lowest trading price of our common stock on NASDAQ during the five consecutive trading days immediately following the date of such Put Notice (the “Put Date”) (all as defined in the April 2016 Agreement). The number of shares that may be purchased under each Put Notice was subject to a ceiling of the lesser of (a) $250,000 in market value of Purchase Shares or (b) 200% of average daily volume of our shares traded on NASDAQ, computed using the 10 business days prior to the Put Date multiplied by the average of the daily closing price for the 10 business days immediately preceding the Put Date. The Purchase Price was additionally subject to a floor price equal to 75% of the average closing bid price for our common stock for the 10 trading days prior to the Put Date. We sold all 175,000 shares to Regatta during the year ended December 31, 2016 for aggregate gross proceeds of $0.8 million. We incurred approximately $0.1 million in transaction fees related to this transaction. June 10, 2016 Capital Access Agreement On June 10, 2016, we entered into a second Capital Access Agreement (“June 2016 Agreement”) with Regatta providing for the purchase of up to 185,000 shares of our common stock over a twelve month term beginning on the date of the agreement. The purchase price per share is equal to 83% of the lowest trading price of our common stock on NASDAQ during the five consecutive trading days immediately following the date of such Put Notice (the “Put Date”) (all as defined in the June 2016 Agreement). The number of shares that may be purchased under each Put Notice was subject to a ceiling of the lesser of (a) $250,000 in market value of Purchase Shares or (b) 200% of average daily volume of our shares traded on NASDAQ, computed using the 10 business days prior to the Put Date multiplied by the average of the daily closing price for the 10 business days immediately preceding the Put Date. The Purchase Price was additionally subject to a floor price equal to 75% of the average closing bid price for our common stock for the 10 trading days prior to the Put Date. We sold all 185,000 shares to Regatta during the year ended December 31, 2016 for aggregate gross proceeds of $1.1 million. We incurred approximately $0.1 million in transaction fees related to this transaction. (d) Share Purchase Agreements and Amendments to Share Purchase Agreements During the second quarter of 2016, we entered into share purchase agreements with two investors, CrystalClear Group, Inc. (“Crystal”) and Dr. Jean-Marc Menat to sell a total of 48,333 restricted shares of our common stock at a price of $7.20 per share for aggregate gross proceeds of $0.3 million. On December 16, 2016, we entered into amendment to the securities purchase agreement (the “SPA Amendment”) with Crystal, effective as of December 14, 2016. The SPA Amendment amends the Securities Purchase Agreement to adjust the per share purchase price paid by Crystal to $8.50 per share. Pursuant to the SPA Amendment, the Investor returned 4,248 shares to us in the first quarter of fiscal 2017. In consideration of the entering into the SPA Amendment by Crystal, we agreed to issue to the Crystal a five-year warrant to purchase an aggregate of 9,259 shares at an exercise price of $10.00 per share, which Warrant shall not be exercisable until six months after the date of issuance. On December 27, 2016, the Company and Dr. Jean-Marc Menat (“Dr. Menat”) entered into Amendment No. 1 to the Securities Purchase Agreement which amends the securities purchase agreement to adjust the per share price paid by Dr. Menat to $8.82 per share. Pursuant to the SPA Amendment, Dr. Menat returned 3,776 shares to us in the first quarter of fiscal 2017. In consideration of the entering into of the SPA Amendment with Dr. Menat, we agreed to issue to Dr. Menat a five-year warrant to purchase an aggregate of 6,852 shares at an exercise price of $10.00 per share, which warrant shall not be exercisable until six months after the date of issuance the warrant. On July 29, 2016, we entered into a securities purchase agreement with certain institutional investors for issuance and sale of 158,730 shares of our common stock, for aggregate gross proceeds of $1.0 million. Under this securities purchase agreement, we also agreed to issue to the institutional investors warrants to purchase 25,000 shares of common stock. The warrants were sold concurrently with the sale of the shares of common stock, pursuant to the securities purchase agreement, in a concurrent private placement. The warrants are exercisable for a period of five years from the date of issuance at an exercise price equal to $20.00 per share. Pursuant to this securities purchase agreement, we also agreed to pay to the institutional investors a commitment fee of $100,000, in cash or alternatively, 17,500 shares of common stock. We incurred an additional $40,000 in transaction fees related to this transaction. The proceeds received for the issuance of the common stock was recorded in stockholder’s equity in our consolidated balance sheet. Transaction fees and the value of the consideration paid to the institutional investors were recorded as a reduction to additional paid in capital in our consolidated balance sheets. On January 10, 2017, the Company and the institutional investors signed an amendment to the securities purchase agreement whereby the institutional investors agreed to give us an additional $238,095, in exchange for five year warrants to purchase 52,910 shares of common stock at an exercise price of $10.00 On September 6, 2016, we entered into a stock purchase agreement with an existing stockholder for the sale of 200,000 shares of our common stock for gross proceeds of $2.0 million. These shares of common stock were issued in a registered direct offering pursuant to a prospectus supplement filed with the SEC on September 7, 2016, in connection with a takedown from the Registration Statement on Form S-3 (File No. 333-198647). (e) Equity Lines November 2016 Equity Line On November 17, 2016, we entered into a Common Stock Purchase Agreement (“CS Purchase Agreement”) with HLHW (“Buyer”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to sell to Buyer up to $10.0 million in shares of our common stock. Beginning on the day following November 17, 2016, the date that certain closing conditions in the CS Purchase Agreement were satisfied (the “Commencement Date”), we shall have the right, but not the obligation, to direct Buyer via written notice (a “Purchase Notice”) to purchase up to a specific number of shares of our common stock (the “Purchase Shares”). The per share purchase will be equal to: (i) from 9:30am to 4:00pm Eastern Time of the regular session of any trading day, lowest intra-day bid price or (ii) if after the close of the regular session on any trading day, then such trading day’s closing bid price on Nasdaq. We shall have the obligation to sell and Buyer shall have the obligation to purchase at the Purchase Price a number of Purchase Shares with an aggregate value of $2.0 million of Purchase Shares on or before December 31, 2016 which we had met prior to December 31, 2016. We shall not issue, and the Buyer shall not purchase any shares of common stock under the CS Purchase Agreement, if such shares proposed to be issued and sold, when aggregated with all other shares of common stock then owned beneficially (as calculated pursuant to Section 13(d) of the 1934 Act and Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates would result in the beneficial ownership by the Buyer and its affiliates of more than 4.99% of the then issued and outstanding shares of common stock of the Company, unless waived in writing by Buyer. Shares of Common Stock were issued pursuant to our “shelf” registration statement on Form S-3 (File No. 333-198647), previously filed with the U.S. Securities and Exchange Committee (“SEC”) on September 8, 2014, as amended on October 3, 2014, and that was declared effective by the SEC on October 28, 2014. At any time after the Commencement Date, the CS Purchase Agreement may be terminated by the mutual written consent of us and Buyer and upon the meeting of certain conditions as defined in the CS Purchase Agreement. In addition, at any time after the Commencement Date, we shall have the option to terminate the CS Purchase Agreement for any reason or for no reason by delivering notice to Buyer electing to terminate the CS Purchase Agreement without any liability whatsoever except that we must transmit to Buyer a termination fee of $250,000 in cash or shares, at Buyer’s election with such shares to be valued at the Purchase Price, within two (2) Business Days following delivery of such notice of termination. Net proceeds to uswill depend on the Purchase Price and the frequency of the our sales of Purchase Shares to Buyer. As part of the CS Purchase Agreement, we paid $0.7 million in commitment fees through delivery of shares of its common stock and recorded the fees as a reduction to additional paid in capital during the fourth quarter of 2016. We also agreed to pay Buyer legal fees related to the CS Purchase Agreement of $35,000. In addition, we also agreed to pay on each Purchase Date and on each Additional Purchase Date (each as defined in the CS Purchase Agreement) 1.75% of such aggregate proceeds representing the fees and expenses of Buyer’s advisers, counsel, accountants and other experts. As of December 31, 2016, the Company sold 625,000 shares of its common stock to Buyer for gross proceeds of $2.4 million. During the first quarter of 2017, we sold 1,100,000 shares of common stock to Buyer for gross proceeds of $4.0 million, of which $0.2 million was received as an advance during the fourth quarter of 2016, and we paid $70,000 in financing related fees. In June 2017, Buyer returned the shares of our common stock received as commitment fees and the CS Purchase Agreement was terminated. February 2017 Equity Line On February 3, 2017, we entered into a second Common Stock Purchase Agreement with HLHW (the “February 2017 CS Purchase Agreement”) providing for the purchase by HLHW of up to $3,057,100 of shares of our common stock. Purchase of stock were contingent on the effectiveness of a registration statement covering the shares. On March 22, 2017, we filed a prospectus supplement which amended, supplemented and superseded our prospectus supplement dated February 3, 2017 and its accompanying prospectus dated October 28, 2014 related to the February 2017 CS Purchase Agreement, dated February 3, 2017 to register the shares to be issued under the February 2017 CS Purchase Agreement. In March 2017, we were advised that NASDAQ rules required us to obtain shareholder approval prior to issuing any stock to HLHW pursuant to the February 2017 CS Purchase Agreement because the issuance was “below market” and represented an aggregate amount of shares greater than 20% of the total number of our common shares outstanding. Accordingly, effective March 22, 2017, we halted all future offers and sales of common stock under the February 2017 CS Purchase Agreement and reduced the amount of potential future offers and sales under the February CS Purchase Agreement to zero. March 2017 Equity Line On March 22, 2017, we entered into another Common Stock Purchase Agreement with HLHW (the “March 2017 CS Purchase Agreement”) providing for the purchase by HLHW of up to $1.6 million of shares of our common stock. We paid HLHW a cash commitment fee of $1.0 million. The number of shares that may be purchased under each “Purchase Notice” is subject to a ceiling of up to 25,000 shares or an aggregate purchase price of $250,000, at a price not below the closing bid price of our common stock on the day preceding the date of execution of the March 2017 CS Purchase Agreement (“Floor Price”), subject to certain exceptions to the ceiling specified in the agreement. The shares of common stock were issued pursuant to our “shelf” registration statement on Form S-3 (File No. 333-198647) filed with the United States Securities and Exchange Committee (“SEC”) on September 8, 2014, as amended on October 3, 2014, and declared effective by the SEC on October 28, 2014. We issued a total of 496,895 shares of our common stock for gross proceeds of $1.6 million to HLHW during the year ended December 31, 2017 and paid $48,000 in financing related fees. Also, we agreed to pay on each Purchase Date and on each Additional Purchase Date (each as defined in the November 2016 CS Purchase Agreement) 1.75% of the aggregate proceeds as reimbursement to HLHW of professional fees. (f) Convertible Preferred Stock Series E Convertible Preferred Stock On October 23, 2017, we consummated a public offering of units for gross proceeds of $18,000,000, which excludes underwriting discounts and commissions and offering expenses. The units, priced at a public offering price of $1,000 per unit, consists of one share of Series E Convertible Preferred Stock (the “Series E Stock”) and 982 warrants (the “Warrants”) for a total of 18,000 units. Each Warrant entitles the holder to purchase one share of our common stock for a total of 17,676,000 shares of our common stock. The Warrants are initially exercisable at an exercise price of $1.10 per share and expire 7 years from the date of issuance. The Series E Stock is convertible into shares of common stock by dividing the stated value of the Series E Stock ($1,080) by the Conversion Price. The “Conversion Price” is as follows: (i) for the first 40 trading days following the closing of the offering, $1.10 per share of common stock (the “Set Price”), and (ii) after such 40 trading days, the lesser of (a) the Set Price and (b) 87.5% of the lowest volume weighted average price for our common stock during the five trading days prior to the date of the notice of conversion. The Conversion Price is subject to a floor of $0.66, except in the event of anti-dilution adjustments. The Conversion Price is subject to appropriate adjustment in the event of recapitalization events, stock dividends, dilutive issuances, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock. Further, the Set Price is subject to full ratchet adjustment if we issue or are deemed to issue additional shares of our common stock at a price per share less than the then effective Set Price. Holders of Series E Stock are entitled to receive cumulative dividends at the rate of 8.0% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the original issue date and continuing for a period of twenty four (24) months thereafter. The securities were offered pursuant to a registration statement on Form S-1 (File No. 333-220413), which was declared effective by the United States Securities and Exchange Commission ("SEC") on October 18, 2017. We accounted for the Series E Stock and Warrants as permanent equity in accordance with ASC 480 “Distinguishing Liabilities from Equity”. We performed a valuation of the Series E Stock and Warrants. The Warrants were valued using a Black-Scholes model. Based upon that valuation, we allocated the net proceeds between the Series E Stock and Warrants of approximately $8,690,000 and $7,355,000, respectively, based on their relative fair value. In addition, we evaluated the conversion feature of the Series E Stock to assess whether it met the definition of a beneficial conversion feature (“BCF”). Assuming all 18,000 shares of Series E Stock will convert into common stock at the $1.10 price, and taking the 8% original issue discount into consideration, we will issue 17,672,727 shares of common stock, which provides an effective conversion price of $0.28 for accounting purposes. As the fair value of a share of common stock of $0.94 exceeded the effective conversion price of approximately $0.55 at the issuance date, the Series E Stock contained a BCF. The intrinsic value of the BCF of approximately $6,864,000 was recorded as a discount to the Series E Stock and a credit to additional paid in capital. The BCF was immediately recorded as a deemed dividend. For the year ended December 31, 2017, 5,809 shares of Series E Stock were converted into 6,922,992 shares of our common stock and dividends of $864 were converted into 786 shares of our common stock. For the year ended December 31, 2017, we recorded dividends of $231,698. Discover Series D Preferred Stock During 2015, we entered into Stock Purchase Agreements (the “Purchase Agreements”) with Discover Growth Fund (“Discover”) pursuant to which we agreed to issue and sell up to an aggregate of 1,263 shares of our Series D Redeemable Convertible Preferred Stock (“Series D Preferred Stock”), par value $0.0001 per share, which were convertible into shares of our common stock, at a purchase price of $10,000 per share, for total gross proceeds of $12.0 million after taking into account a 5% original issue discount which was received in two tranches of $9.0 million on July 28, 2015 and $3.0 million on September 29, 2015. The Series D Preferred Stock was convertible at a price of $50.00 per share (“Conversion Price”) and had a six and one half year maturity term, at which time it would have converted automatically into shares of common stock based on the Conversion Price. The Series D Preferred Stock bore an accrued annual dividend rate which ranged from 0% to 15%, based on certain adjustments and conditions, including changes in the volume weighted average price of the our common stock. Upon conversion, we were obligated to pay the holders of the Series D Preferred Stock being converted a conversion premium equal to the amount of dividends that such shares would have otherwise been issued if they had been held through the entire 6.5-year term. The dividends and conversion premium was payable at our option in shares of common stock with the number of shares issued calculated as follows: (i) if there was no triggering event (as such term is defined in the Certificate of Designations), 90.0% of the average of the five lowest individual daily volume weighted average prices during the applicable measurement period, which may be non-consecutive, less $1.00 per share of common stock, not to exceed 100% of the lowest sales price on the last day of such measurement period, less $1.00 per share of common stock, or (ii) following a triggering event, 80.0% of the lowest daily volume weighted average price during any measurement period, less $1.00 per share of common stock, not to exceed 80.0% of the lowest sales price on the last day of any measurement period, less $1.00 per share of common stock. In addition, in a triggering event the dividend rate would adjust upwards by 10%. We accounted for the Series D Preferred Stock as mezzanine equity in accordance with ASC 480 “Distinguishing Liabilities from Equity,” because upon liquidation, we are required to redeem the outstanding Series D Preferred Stock for cash. The conversion premium and the dividends associated with the Series D Preferred Stock contained an anti-dilution feature within the dividend rate, which fluctuated inversely to the changes in the value of our stock price. The conversion premium and dividends with the features noted above were to be redeemed upon conversion of the Series D Preferred Stock. We analyzed the conversion premium and dividends with the features noted and had determined that liability treatment was appropriate. Therefore, we bifurcated the conversion premium and the dividends from the Series D Preferred Stock for financial reporting purposes. Initial and subsequent measurements of this derivative liability were at fair value, with changes in fair value recognized in our consolidated statement of operations on a quarterly basis. Upon closing of the $9.0 million financing, the two co-placement agents received an aggregate of $0.6 million and each received warrants to purchase 13,750 shares of the our common stock at an exercise price of $50.00 per share, exercisable commencing six months following the issuance date and ending five years following the issuance date. We valued the warrants issued to the placement agents using the Black-Scholes options-pricing model and calculated a fair value of $0.6 million, which we recorded as a reduction to the Series D Preferred Stock in the consolidated balance sheet. Upon closing of the additional $3.0 million financing, the co-placement agents received an aggregate of $0.2 million in cash and each received warrants to purchase 5,700 shares of our common stock at an exercise price of $50.00 per share, exercisable six months following the issuance date and ending five years following the issuance date. We valued the warrants issued to placement agents using the Black-Scholes options-pricing model and calculated a fair value of $0.2 million. We paid legal fees of $0.1 million, which were recorded as a reduction of the Series D Preferred Stock in the consolidated balance sheets. Total Series D Preferred Stock issuance costs of approximately $1.7 million were recorded as a reduction of the Series D Preferred Stock in the consolidated balance sheets as of December 31, 2015. During 2015, Discover converted 300 shares of Series D Preferred Stock into 60,000 of our common stock and the Company issued an additional 165,586 of common stock to Discover as payment of dividends and conversion premium. We recorded a proportionate amount of the Series D Preferred Stock as a deemed dividend of $2.4 million upon conversion, which was charged to additional paid-in capital. In addition, during 2015, $3.0 million was credited to additional paid-in capital from the conversion of the 300 shares of Series D Preferred Stock. During 2016, a triggering event occurred resulting in an upward adjustment to the dividend rate from 15% to 25%. We recorded a loss on the change in the estimated fair value of the derivative liability associated with the Series D Preferred Stock of $8.7 million for the year ended December 31, 2016, which was recorded in non-operating expense in our consolidated statements of operations. During 2016, Discover converted all of its remaining 963 shares of Series D Preferred Stock into a total of 192,600 shares of our common stock and we issued an additional 4,542,989 shares of common stock as payment of dividends and conversion premium. We recorded a proportionate amount of the Series D Preferred Stock as a deemed dividend of approximately $8.0 million upon conversion, which was charged to additional paid-in capital in the consolidated balance sheets. As of December 31, 2016, we had no Series D Preferred Stock outstanding as we had met our obligations under the Purchase Agreements. Below is the activity for the Company’s Series D Preferred Stock issuances for the periods presented ($ in thousands, except share amounts): Shares Amount Balance at January 1, 2016 963 $ 1,659 Accretion of Series D Preferred Stock - 7,973 Conversion of Series D Preferred Stock (963 ) (9,632 ) Balance at December 31, 2016 - $ - (g) Nasdaq Listing Compliance Matters On December 1, 2017, we received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying us that our common stock did not maintain a minimum closing bid price of $1.00 per share for the preceding 30 consecutive business days as required by NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notice has no immediate effect on the listing or trading of our common stock and the common stock will continue to trade on The NASDAQ Capital Market under the symbol “IMNP” at this time. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we have a grace period of 180 calendar days, or until June 2, 2018, to regain compliance with NASDAQ Listing Rule 5550(a)(2). Compliance can be achieved automatically and without further action if the closing bid price of our stock is at or above $1.00 for a minimum of 10 consecutive business days at any time during the 180-day compliance period, in which case NASDAQ will notify us of our compliance and the matter will be closed. We may be eligible for additional time to comply if we do not achieve compliance with the Minimum Bid Price Requirement by June 2, 2018. In order to be eligible for such additional time, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the Minimum Bid Price Requirement, and must notify NASDAQ in writing of our intention to cure the deficiency during the second compliance period. On February 7, 2018, the Disciplinary Board of NASDAQ Stockholm informed us that it decided to delist our shares from trading eligibility on NASDAQ First North effective March 29, 2017. The delisting does not affect our trading status on the NASDAQ Capital Market in the United States. The Nasdaq First North Disciplinary Board noted that we were not in compliance with certain of the regulations of First North Premier over a prolonged period. The Disciplinary Board acknowledged that we have recently taken measures to insure compliance. However, these measures are insufficient to rectify the numerous prior breaches of the Rule Book. Consequently, the Disciplinary Committee has decided to remove our shares from trading on NASDAQ Stockholm. (h) Performance Based Options On May 6, 2015, our Board of Directors, pursuant to the recommendation of the Compensation Committee of the Board of Directors of the Company (“Compensation Committee”), granted an option to purchase up to 12,500 shares of our common stock to Dr. Daniel G. Teper, our former Chief Executive Officer, as performance-based compensation. The performance-based options were granted at an exercise price of $37.40 per share and will vest upon achievement of certain operational, financing and partnership objectives. We recorded a charge to stock compensation expense of $0.2 million for the year ended December 31, 2016 because we determined that the achievement of the performance options vesting criteria was deemed to be probable. In April 2017, these options were forfeited in connection with Dr. Teper’s resignation as Chief Executive Officer as the performance targets were not met. (i) Equity Incentive Plan Shareholders approved our 2015 Equity Incentive Plan (the “2015 Plan) on December 9, 2015 at our Annual Meeting of Stockholders. The 2015 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our employees and for the grant of non-statutory stock options, restricted stock, restricted stock units, performance-based awards and cash awards to our employees, directors and consultants. Our Board of Directors determines the terms of grants under the 2015 Plan. A total of 250,000 shares of our common stock is reserved for issuance pursuant to the 2015 Plan. No 2015 Plan participant may be granted an option to purchase more than 37,500 shares in any fiscal year. Options issued pursuant to the 2015 Plan have a maximum maturity of 10 years. The 2015 Plan will expire on November 12, 2025. On December 24, 2 |
Loss Per Share
Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share [Text Block] | Note 11. Loss Per Share Basic and diluted loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted weighted average shares outstanding for the nine months ended September 30, 2018 and 2017 excludes shares underlying stock options, warrants, convertible notes and convertible preferred because the effects would be anti-dilutive. Accordingly, basic and diluted loss per share is the same. Such excluded shares are summarized as follows: Three month period Nine month period ended September 30, ended September 30, 2018 2017 2018 2017 Common stock options 479,663 688,041 479,663 688,041 Shares issuable upon conversion of Series E Preferred Stock (including dividends and assuming $0.0759 price) 58,051,054 - 58,051,054 - Shares potentially issuable upon conversion of May 2018 convertible notes (assuming $0.375 price) 10,382,865 - 10,382,865 - Shares potentially issuable upon conversion of April 2017 convertible notes (assuming $1.00 floor price) - 152,355 - 152,355 Shares potentially issuable upon conversion of May 2017 convertible notes (assuming $1.00 floor price) - 480,000 - 480,000 Shares potentially issuable upon conversion of July 2017 Senior Secured convertible note (assuming (0.75 floor price) - 1,589,879 - 1,589,879 Share potentially issuable upon conversion of July 2017 convertible note (assuming $1.00 floor price) - 300,000 - 300,000 Shares potentially issuable upon conversion of August 2017 convertible note (assuming $1.00 floor price) - 858,000 - 858,000 Shares potentially issuable upon conversion of September 2017 convertible notes (assuming $1.00 conversion price) - 149,500 - 149,500 Warrants 23,139,671 1,019,627 23,139,671 1,019,627 Total shares excluded from calculation 92,053,253 5,237,402 92,053,253 5,237,402 | Note 11. Loss Per Share Basic and diluted loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted weighted average shares outstanding for the years ended December 31, 2017 and 2016 excludes shares underlying stock options and warrants and convertible preferred stock, since the effects would be anti-dilutive. Accordingly, basic and diluted loss per share is the same. Such excluded shares are summarized as follows: Year Ended December 31, 2017 2016 Common stock options 519,014 370,757 Common shares issuable upon conversion of Series E Preferred Stock (not including dividends) 19,948,582 - Warrants 18,695,677 580,390 Total shares excluded from calculation 39,163,273 951,147 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | Note 12. Commitments and Contingencies (a) Leases In August 2018, we relocated our headquarters to Fort Lee, New Jersey under a lease agreement. The lease is for a term of seventy-five months with the first three months’ rent abated. Annual fixed base rent for the first year is $74,000, the second year is $102,000, the third year is $105,000, the fourth year is $108,000, the fifth year is $111,000, the sixth year is $115,000 and the final three months is $29,000. Immune Ltd. occupies shared office space on a month-to-month basis in Jerusalem, Israel. Rent expense is approximately $1,000 per month. Immune Ltd. occupied shared office space on a month-to-month basis in Tel-Aviv, Israel through May 31, 2018. Rent expense was approximately $2,000 per month. As of August 31, 2018, we terminated our lease for office space in Englewood Cliffs, New Jersey. Lease expense was approximately $3,000 per month. Cytovia occupied shared office space on a month-to-month basis in New York, New York , which ceased on August 31, 2018. Rent expense was approximately $4,000 per month. We recorded rent expense of $59,000 and $405,000 for the nine months ended September 30, 2018 and 2017, respectively. Future minimum lease payments under non-cancelable leases as of September 30, 2018 are as follows ($ in thousands): Period Ending September 30, Amount 2019 $ 91 2020 102 2021 105 2022 109 2023 112 Thereafter 124 Total $ 643 (b) Licensing Agreements We are a party to several research and licensing agreements, including iCo, BNS, Yissum, Dalhousie and Shire Biochem, which may require us to make payments to the other party upon the attaining certain milestones or as royalties as defined in the agreements. (c) Litigation On May 9, 2018, we received a complaint against us, Immune Pharmaceuticals, Ltd., our former CEO and Board Member, Daniel Teper and our former CFO, Serge Goldner, for approximately $2.8 million that was filed in the Tel Aviv District Court based on an agreement with our subsidiary, from 2011, relating to a loan of $260,000 which was repaid in full in 2011. The plaintiff claimed that the damages were based on certain warrants to purchase shares of our common stock, to participate in a future public offering or merger of the Company, with certain discounted terms and cash damages that it did not receive. In October 2014, we received a written demand from the plaintiff for damages and the parties discussed a settlement of this matter; however, until receipt of the complaint, we had not heard from the plaintiff since 2015. At this very early stage, we are unable to assess the validity or merits of the claim. We will review the claims and intend to vigorously defend against this action. From time to time, we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. | Note 12. Commitments and Contingencies (a) Leases In February 2015, we signed a lease agreement with ARE-EAST RMR Science Park, LLC, New York, NY, for corporate headquarters space at the Alexandria Center in New York City. In August 2015, we signed an amendment to the Alexandria Center lease agreement for an additional 1,674 square feet to be used for lab space and additional offices. Effective May 1, 2017, we terminated the lease agreement with ARE-EAST RMR Science Park, LLC, and forfeited a security deposit in the amount of $177,000 and relocated our headquarters to 550 Sylvan Avenue, Englewood Cliffs, NJ 07632 under a lease agreement with 550 Sylvan Avenue, LLC. Lease expense is $2,950 per month. The lease may be terminated upon two months’ written notice to the landlord. Cytovia occupies shared office space on a month to month basis at 12 E 49th Street, New York, NY 10017 for rent expense of approximately $3,500 per month. Immune Ltd. occupies shared office space on a month to month basis in offices in Tel-Aviv and Jerusalem, Israel for a combined rent expense of approximately $2,900 per month. We recorded rent expense of $0.1 million and $0.6 million for the years ended December 31, 2017 and 2016, respectively. (b) Licensing Agreements We are a party to a number of research and licensing agreements, including iCo, BNS, Yissum, Dalhousie, MabLife, Lonza, Atlante and Shire Biochem, which may require us to make payments to the other party upon the other party attaining certain milestones or royalties as defined in the agreements. We may be required to make future milestone royalty payments under these agreements (see Note 6). (c) Litigation Immune Pharmaceuticals Inc. was the defendant in litigation involving a dispute with the plaintiffs Kenton L. Cowley and John A. Flores. The complaint alleges breach of contract, breach of covenant of good faith and fair dealing, fraud and rescission of contract with respect to the development of a topical cream containing ketamine and butamben, known as EpiCept NP-2. A summary judgment in Immune’s favor was granted in January 2012 and the plaintiffs filed an appeal in the United States Court of Appeals for the Ninth Circuit in September 2012. A hearing on the motion occurred in November 2013. In May 2014, the court scheduled the trial in November 2014 and a mandatory settlement conference in July 2014. In July 2014, the parties failed to reach a settlement at the mandatory settlement conference. The case was tried by a jury, which rendered a decision on March 23, 2015, in favor of us on all causes of action. In April 2015, the plaintiffs filed a motion for a new trial, which was heard by the Court on June 8, 2015. In October 2015, the court denied the plaintiff’s motion for a new trial. On October 9, 2015, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. On February 13, 2018, the Appellate Court affirmed the district court’s judgment in favor us. During the years ended December 31, 2017 and 2016, in connection with this litigation matter, we incurred legal costs of approximately $0.1 million and $0.1 million, respectively. From time to time, we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | Note 13. Related Party Transactions Dr. Teper, our former CEO and former member of our Board, advanced cash to us of approximately $0.2 million, which remains owed as of September 30, 2018. This amount has been reflected in advances from related parties in our consolidated balance sheets. As of September 30, 2018, there is approximately $0.1 million owed to our directors and management for directors’ fees and expense reimbursements. This amount is included in accounts payable in our consolidated balance sheets. On August 28, 2018, Elliot M. Maza resigned all positions held by him with us, including his positions as our Chief Executive Officer and President and as a member of our board of directors. In connection with his resignation, Mr. Maza entered into a Termination Agreement (the “Termination Agreement”) and a General Release of Claims with us (the “Release”). Pursuant to the Termination Agreement, we agreed to pay Mr. Maza a severance payment in the amount of $300,000 (the “Severance Amount”). The Severance Amount will be paid to Mr. Maza in equal installments in accordance with our customary payroll practices; provided, however, that any outstanding monthly installments will be accelerated in the event of a “Company Sale” (as defined in the Termination Agreement). In addition, the Company will reimburse Mr. Maza for the cost of continued medical insurance for a period of up to nine months. As of September 30, 2018, a balance of $307,000 is included in accrued expenses in our consolidated balance sheets. On June 15, 2017, substantially contemporaneous with the entry into the Asset Purchase Agreement (see Note 8), we entered into a Standby Financing Agreement (the “Standby Financing Agreement”) with Daniel Kazado (the “Standby Financer”), a member of our board of directors and a beneficial owner of our capital stock. Currently, we are contemplating the sale or other disposition of our Ceplene assets, pursuant to which we intend to include the $5.0 million financial obligations contemplated by the Asset Purchase Agreement as part of such sale or other disposition on a basis and on terms that are acceptable to our board of directors and, if attainable, without recourse to us. The Standby Financing Agreement remains in effect in order to support the financial obligations of the Company to pay the fixed consideration installments, in the aggregate amount of $5,000,000, due under and in accordance with the terms of the Asset Purchase Agreement. In the event that we cannot effectuate the sale or disposition of our Ceplene assets on terms reasonably acceptable to us and in a timeline necessary to satisfy the financial obligations of the Asset Purchase Agreement (including, without limitation, that such funding be on a basis that is without recourse to us), then, pursuant to the terms of the Standby Financing Agreement, the Standby Financer shall lend us or Cytovia (as determined in the discretion of our board of directors) an amount in immediately available funds equal to the fixed consideration installment payment then due and payable under the Asset Purchase Agreement (the “Standby Commitment”). The loan made by the Standby Financer in respect of such fixed payment shall be evidenced by a promissory note in an aggregate principal amount equal to the amount of funds lent by the Standby Financer. The Standby Commitment shall expire on the earliest of (a) satisfaction in full by the Standby Financer of his obligations under the Standby Financing Agreement, (b) Cytovia having obtained funding on terms reasonably acceptable to us and (c) the Company having been fully discharged of and released from all liability of all of its obligations under the Asset Purchase Agreement. | Note 14. Related-Party Transactions (a) Promissory Notes issued to Certain Related Parties Daniel Kazado On July 15, 2016, our Board of Directors approved and we issued a $0.3 million promissory note to Daniel Kazado in exchange for advances made to us. The note bears interest at a rate of 5% per year and matures one year from the date of issuance. The outstanding balance of the note may be paid in cash or, at the option of either party, converted into shares of our common stock at a conversion rate of 9.00 per share, the last bid price of our common stock on the date of approval. On August 4, 2016, we exercised our option to pay off the promissory note in full by issuing 33,333 restricted shares of our common stock. Pursuant to applicable securities laws these restricted shares may not be transferred or sold at least for a period of six months or unless they have been registered for sale pursuant to the Securities Act of 1933, as amended. Daniel Teper On June 24, 2016, our Board of Directors approved and we issued a $0.4 million promissory note to Daniel G. Teper, a director and our Chief Executive Officer at the time. The note bears interest at a rate of 5.0% per year and matures one year from the date of issuance. The outstanding balance of the note may be paid in cash or, at the option of either party, converted into shares of our common stock at a conversion rate of $8.20 per share, the last bid price of our common stock on the date of approval. On August 4, 2016, we exercised our option to pay off the promissory note in full by issuing 43,445 restricted shares of our common stock. Pursuant to applicable securities laws these restricted shares may not be transferred or sold at least for a period of six months and unless they have been registered for sale pursuant to the Securities Act of 1933, as amended. Monica Luchi On July 15, 2016, our Board of Directors approved and we issued a $0.4 million promissory note to Monica Luchi, our Chief Medical Officer at the time in exchange for an advance made to us. The note bears interest at a rate of 5.0% per year and matures one year from the date of issuance. The outstanding balance of the note may be paid in cash or, at the option of either party, converted into shares of our common stock at a conversion rate of $9.00 per share, the last bid price of our common stock on the date of approval. On August 4, 2016, we exercised our option to pay off the promissory note in full by issuing 38,889 restricted shares of our common stock. Pursuant to applicable securities laws these restricted shares may not be transferred or sold at least for a period of six months and unless they have been registered for sale pursuant to the Securities Act of 1933, as amended. (b) Daniel Kazado and Melini Capital Corp. Daniel Kazado was our Chairman of the Board until October 19, 2016 and is a member of the Board of Directors. In April 2014, we entered into a $5.0 million revolving line of credit with Melini Capital Corp (“Melini”), an existing stockholder who is related to Mr. Kazado. Borrowings under the revolving line of credit incur interest at a rate of 12% per year, payable quarterly. The revolving line of credit was unsecured and subordinated to the Loan Agreement with Hercules. The revolving line of credit expired on November 30, 2016. No amounts have been drawn from the revolving line of credit. (c) Other Related-Party Transactions During 2016, Dr. Teper, advanced a total of $0.9 million to us of which we had repaid $0.7 million prior to December 31, 2016 including $0.4 million which was paid in shares of our common stock as discussed above. The balance of $0.2 million owed to Dr. Teper as of December 31, 2017 has been reflected in advances from related parties in the consolidated balance sheets. During the first quarter of 2017, we issued 3,825 shares in settlement of the fourth quarter of 2016 board fees of $14,000 for Daniel Kazado, a member of our board of directors. On June 15, 2017, substantially contemporaneous with the entry into the Asset Purchase Agreement (see Note 9), we entered into a Standby Financing Agreement (the “Standby Financing Agreement”) with Daniel Kazado (the “Standby Financer”), a member of our Board of Directors and a beneficial owner of the our capital stock. Currently, we intend to finance the $5.0 million financial obligations contemplated by the Asset Purchase Agreement through Cytovia on a basis that is on terms that are acceptable to our board of directors and without recourse to us. The Standby Financer will support the financial obligations of the Company to pay the fixed consideration installments, in the aggregate amount of $5,000,000, due under and in accordance with the terms of the Asset Purchase Agreement. In the event that Cytovia has not obtained funding on terms reasonably acceptable to us (including, without limitation, that such funding be on a basis that is without recourse to us), then, pursuant to the terms of the Standby Financing Agreement, at or prior to each installment date, the Standby Financer shall lend us or Cytovia (as determined in the discretion of our Board of Directors) an amount in immediately available funds equal to the fixed consideration installment payment then due and payable under the Asset Purchase Agreement (the “Standby Commitment”). The loan made by the Standby Financer in respect of such fixed payment shall be evidenced by a promissory note in an aggregate principal amount equal to the amount of funds lent by the Standby Financer. The Standby Commitment shall expire on the earliest of (a) satisfaction in full by the Standby Financer of his obligations under the Standby Financing Agreement, (b) Cytovia having obtained funding on terms reasonably acceptable to us and (c) the Company having been fully discharged of and released from all liability of all of its obligations under the Asset Purchase Agreement. |
Pint Licensing Agreement
Pint Licensing Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Pint Licensing Agreement [Abstract] | |
Pint Licensing Agreement [Text Block] | Note 14. Pint Licensing Agreement On July 10, 2017, Cytovia entered into an exclusive licensing agreement (the “Licensing Agreement”) with Pint Pharma International S.A. ("Pint"), a specialty pharmaceutical company focused on Latin America and other markets, for the marketing, commercialization and distribution of Ceplene throughout Latin America (the “Territory”, defined as Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, French Guiana, British Guiana, Suriname, Guatemala, Haiti, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Uruguay and Venezuela) through Pint and one or more of its affiliates. Pursuant to the Licensing Agreement, Pint will also pay Cytovia (i) 35% of net sales in the territory (ii) a milestone payment of $0.5 million when net sales of Ceplene in the Territory first reach $10.0 million in any calendar year and (iii) a milestone payment of $1.25 million when net sales of Ceplene in the Territory first reach $25.0 million in any calendar year. Cytovia further granted Pint and its affiliates certain sub-licensing rights to Ceplene, and a right of first refusal on any new products of Cytovia within the Territory during the term of the Licensing Agreement. With regard to any regulatory approvals and filings related to the commercialization of Ceplene within the Territory, Pint shall be the applicant, holder of such regulatory approvals and will be responsible for the content of such regulatory submissions, as well as all costs and expenses related to, among other items delineated in the Licensing Agreement, the fees, filings, compliance, registration and maintenance of such required regulatory approval matters. Cytovia shall be responsible for providing (or if in the control of a third party, to ensure such third party provides) all appropriate documentation, samples and other information in support of Pint in connection with its regulatory submissions, compliance and maintenance matters in the Territory concerning the Ceplene products. Additionally, in connection with the Licensing Agreement, the parties thereto agreed that Pint Gmbh, an affiliate of Pint, will separately enter into an investment agreement upon satisfaction of the condition that the commercialization of the Ceplene and the Combination Therapy has been met (defined to mean when Ceplene is commercialized by Pint together with a new product in the Territory, pursuant to which, Pint Gmbh will make to an investment of $4.0 million into Cytovia in exchange for an equity interest in Cytovia. In July 2018, a global pharmaceutical and services company announced that it acquired the ex-United States rights to the drug other than Ceplene comprising the Combination Therapy. Accordingly, the condition for the investment from Pint can no longer be satisfied. We are currently contemplating the sale, disposition or other strategic transaction involving our Ceplene assets. This process is in its early stages and, therefore, it is too soon to definitively state how the Licensing Agreement will be impacted or addressed, or if a sale or other disposition will be consummated. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | Note 15. Subsequent Events We have evaluated events and transactions subsequent to September 30, 2018 and through the date these consolidated financial statements were included in this Form 10-Q and filed with the SEC. On October 9, 2018, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor pursuant to which we sold to the investor $5.5 million in principal amount of our Senior Secured Redeemable Convertible Notes (the “ ”) for $2 million in cash and a $3 million promissory note (the “Investor Note”) payable upon the earlier of the effectiveness of a registration statement covering the resale of the shares issuable upon conversion of the or one year. The bear compounded interest at a rate of 10% per annum, subject to adjustment as specified in the and mature five years from the issuance date. The are secured by first priority security interests on all of our assets, other than all tangible and intangible assets associated with Ceplene (histamine dihydrochloride) unless such assets are not disposed of by March 31, 2019. The are convertible into shares of our common stock at a conversion price of $0.075 per share, subject to certain adjustments, at the option of the holder thereof or, in certain circumstances, at our option. In the event of a conversion, any accrued interest and any interest make-whole amount will be paid in cash or, in certain circumstances, shares of common stock valued on a formula basis specified in the . At maturity, the will automatically convert into shares of common stock unless redeemed for cash at our option in whole but not in part at 100% of the face amount thereof plus accrued interest. Prior to maturity and subject to certain limitations, the are redeemable in whole or in part in cash at our option at 100% of the face amount to be redeemed plus an interest make-whole payment or in whole at 125% of the face amount thereof. We also issued to the investor warrants (“ Warrants”) exercisable for three years from the issuance date to purchase up to 50 million shares of common stock at an exercise price of $0.10 per share, subject to full-ratchet price protection in the event that we issue or is deemed to issue shares of common stock at a price per share less than the then-current exercise price of the Warrants (subject to certain exceptions). In the event of certain fundamental transactions (generally involving the sale or acquisition of the company or all or substantially all of our assets), the holder of the Warrants has the right to require us (or any successor entity) to repurchase the October 2018 Warrants at the Black-Scholes value thereof calculated pursuant to a formula specified in the Warrants. In the Securities Purchase Agreement, we agreed to file a registration statement covering the resale of the shares of common stock issuable upon the conversion of the October 2018 Notes and the exercise of the October 2018 Warrants. We do not currently have sufficient shares of common stock authorized for issuance in the event that the are converted in full and the Warrants are fully exercised. In the Securities Purchase Agreement, we agreed to call a special meeting of stockholders within 90 days to obtain stockholder approval for an increase in our authorized common stock to enable us to fulfill our obligations under the and the Warrants. In connection with the financing described above (the “Financing”), the holders of our May 2018 Convertible Notes agreed to waive the outstanding event of default thereunder resulting from the suspension of the trading of the common stock on NASDAQ (other than the required increase in the principal amount of the May 2018 Convertible Notes) and to certain amendments to the May 2018 Convertible Notes to enable us to consummate the Financing in exchange for an aggregate amendment fee of $49,220. Upon the issuance of the October 2018 Notes and October 2018 Warrants on October 9, 2018, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Warrants were adjusted to $0.0682 and further adjusted to $0.0541 as of October 17, 2018, which was four trading days immediately following the public announcement on October 10, 2018 of the October 2018 Notes and October 2018 Warrants. | Note 15. Subsequent Events We have evaluated events and transactions subsequent to December 31, 2017 through the date the consolidated financial statements were included in this Form 10-K and filed with the SEC. Asset Purchase Agreement with Meda We are in default under our agreement for the acquisition of the European rights to Ceplene. If not cured, we bear significant risk to our business plan regarding Ceplene, including the loss of such rights. Under an asset purchase agreement between Immune and Meda Pharma SARL (“Meda”), we were obligated to make a payment to Meda of $1,500,000 (the “First Initial Consideration”) no later than December 15, 2017. Under that agreement, we had a 30-day grace period to make the payment or work out a payment plan with Meda. On January 31, 2018, Meda delivered to us a default notice under the asset purchase agreement, demanding payment of the First Initial Consideration no later than February 15, 2018. We have yet to make this payment. Accordingly, Meda could terminate the asset purchase agreement, and cause the loss by us of certain Ceplene-related assets without consideration to us and cancel our further obligations under the agreement. If such action were to occur, we would need to either work out a license with Meda or renegotiate terms of a purchase of the European Ceplene rights from Meda. There can be no guarantee that that we would be able to work out such a deal. Loss of the Ceplene related assets would materially impair our ability to execute our business plan with respect to our oncology related assets and have a negative effect on our financial condition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Presentation And Principles Of Consolidation [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Immune and its subsidiaries: Immune Pharmaceuticals Ltd. (“Immune Ltd.”), Immune Pharmaceuticals USA Corp., Maxim Pharmaceuticals, Inc., Cytovia, Inc. and Immune Oncology Pharmaceuticals Inc. All material inter-company transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and instructions to Form 10-Q and do not include all disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2017 filed on April 2, 2018. The results of operations for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments, including normal and recurring accruals, necessary to present fairly the Company's consolidated financial position as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Immune and its subsidiaries: Immune Pharmaceuticals Ltd. (“Immune Ltd.”), Immune Pharmaceuticals USA Corp., Maxim Pharmaceuticals, Inc., Cytovia, Inc. and Immune Oncology Pharmaceuticals Inc. All material inter-company transactions and balances have been eliminated in consolidation. The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“United States GAAP”) and instructions to Form 10-K. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported periods. Significant estimates include impairment of long lived assets (including intangible assets and In-Process R&D (“IPR&D”)), amortization period of intangible assets, fair value of stock-based compensation, fair value of warrants and derivative liabilities, and valuation of deferred tax assets and liabilities. Actual results could differ from those estimates. | Use of Estimates In preparing consolidated financial statements in conformity with United States GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported periods. Significant estimates include impairment of long lived assets (including intangible assets and In-Process R&D (“IPR&D”), amortization period of intangible assets, fair value of stock based compensation, fair value of warrants and derivative liabilities, and valuation of deferred tax assets and liabilities. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents We consider investments with original maturities of three months or less to be cash equivalents. Restricted cash primarily represents cash not available to us for immediate and general use. We maintain cash accounts with certain major financial institutions in the United States and Israel. Our cash on deposit may exceed United States federally insured limits at certain times during the year. | Cash and Cash Equivalents We consider investments with original maturities of three months or less to be cash equivalents. Restricted cash primarily represents cash not available to us for immediate and general use. We maintain cash accounts with certain major financial institutions in the United States and Israel. Our cash on deposit may exceed United States federally insured limits at certain times during the year. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets We account for the purchases of intangible assets in accordance with the provisions of Accounting Standards Classification (“ASC”) 350, Intangibles. We recognize intangible assets based on their acquisition cost. Intangible assets determined to have indefinite lives are not amortized, but rather tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may no longer be recoverable. If any of our intangible assets are considered to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value. Intangible assets with definitive lives are reviewed for impairment only if indicators exist in accordance with ASC 360, Property, Plant and Equipment , and are amortized or depreciated over the shorter of their estimated useful lives or the statutory or contractual term, and in the case of patents, on a straight-line basis. We perform an analysis annually to determine whether an impairment of intangible assets has occurred. As of June 30, 2018, we evaluated our intangible assets for human antibodies and anti-ferritin antibodies, because of events that occurred during the second quarter, which indicate that the carrying amount may no longer be recoverable. Based on this evaluation, we determined that these intangible assets had no value and were fully impaired, as discussed in Note 6. Additionally, we evaluated the AmiKet IPR&D as of December 31, 2017 for impairment. There was no impairment as of December 31, 2017. See In-Process Research and Development below for a further discussion regarding the valuation of the AmiKet IPR&D. | Intangible Assets We account for the purchases of intangible assets in accordance with the provisions of Accounting Standards Classification (“ASC”) 350, Intangibles. ASC 360, Property, Plant and Equipment We perform an analysis annually to determine whether an impairment of intangible assets has occurred. In particular, we evaluated the AmiKet IPR&D as of December 31, 2017 and 2016 for impairment. We determined that it is more likely than not that the AmiKet IPR&D was impaired as of December 31, 2016. There was no impairment as of December 31, 2017. See In-Process Research and Development below for a further discussion regarding the valuation of the AmiKet IPR&D. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful live of the related asset. Expenditures for maintenance and repairs that do not improve or extend the expected useful life of the assets are expensed to operations while major repairs are capitalized. Method Estimated Useful Life (Years) Computers and accessories Straight-line 3 - 5 Equipment Straight-line 3 - 5 Furniture and fixtures Straight-line 3 - 7 Property and equipment consisted of the following ($ in thousands): December 31, 2017 2016 Computers and software $ - $ 103 Equipment - 284 Furniture and fixtures - 94 - 481 Less accumulated depreciation - (165 ) $ - $ 316 During the year ended December 31, 2017, we disposed of property and equipment of approximately $325,000. This was comprised of the disposal of lab related property and equipment of approximately $267,000 upon the termination of the lease agreement in May 2017 and the disposal of financial software not placed in service of approximately $58,000. Depreciation expense amounted to approximately $19,000 and $88,000 for the years ended December 31, 2017 and 2016, respectively. | |
In Process Research and Development, Policy [Policy Text Block] | In-Process Research and Development IPR&D represents the estimated fair value assigned to R&D projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated R&D efforts. During the period prior to completion or abandonment, these acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. We recorded an asset, IPR&D, with an initial book value of $27.5 million, related to the acquisition of AmiKet in August 2013 as part of the merger with Epicept. We completed an impairment analysis of the IPR&D as of December 31, 2016 and concluded that the following factors indicate that the IPR&D asset was impaired: a decision by management to delay indefinitely any further development of AmiKet; the failure to sell or license AmiKet to a third party; and the significant reduction in our market capitalization. For the year ended December 31, 2016, we recorded an impairment charge of $12.5 million in our consolidated statement of operations, which represents the excess of the IPR&D asset’s carrying value over its estimated fair value. The estimated fair value of the IPR&D asset of $15 million is based upon the value ascribed to AmiKet in an arm’s length agreement, which we negotiated with an unrelated third party and a valuation was performed by an independent specialist as of December 31, 2017. The nano-encapsulation technology that we utilize in our NanoCyclo product candidate is applicable to AmiKet and we are considering developing Amiket Nano as a next generation, improved formulation of AmiKet with significant new patent protection. We are determining the optimal path forward for this program. | In-Process Research and Development IPR&D represents the estimated fair value assigned to R&D projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated R&D efforts. During the period prior to completion or abandonment, these acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. We recorded an asset, IPR&D, with an initial book value of $27.5 million, related to the acquisition of AmiKet in August 2013 as part of the merger with Epicept. We completed an impairment analysis of the IPR&D as of December 31, 2016 and concluded that the following factors indicate that the IPR&D asset was impaired: a decision by management to delay indefinitely any further development of AmiKet; the failure to sell or license AmiKet to a third party; and the significant reduction in our market capitalization. We recorded an impairment charge of $12.5 million in our consolidated statement of operations, which represents the excess of the IPR&D asset’s carrying value over its estimated fair value for the year ended December 31, 2016. The estimated fair value of the IPR&D asset as of December 31. 2016 was based upon the value ascribed to AmiKet in an arm’s length agreement, which we negotiated with an unrelated third party. In the fourth quarter of 2017, we decided to apply the nano-encapsulation technology to AmiKet and develop Amiket Nano as a next generation, improved formulation of AmiKet. Previously, we had considered developing Amiket Nano but temporarily abandoned the project to focus on other development programs. Current management has decided to renew AmiKet Nano development activities based on the results of the BNS research. Additionally, the incorporation of the nano technology with AmiKet provides significant new patent protection for AmiKet Nano. |
Segment Reporting, Policy [Policy Text Block] | Segment Information We operate in one reportable segment: acquiring, developing and commercializing prescription drug products. Accordingly, we report the accompanying consolidated financial statements in the aggregate, including all of our activities in one reportable segment. Approximately 8% and 9% of our assets were located outside of the United States as of December 31, 2017 and 2016, respectively, | |
Research and Development Expense, Policy [Policy Text Block] | Research and Development R&D expenses consist primarily of payroll and related costs for our drug development and scientific personnel, clinical trials costs, manufacturing costs, and costs of outsourced R&D services. R&D costs are expensed as incurred. | Research and Development R&D expenses consist primarily of payroll and related costs for our drug development and scientific personnel, clinical trials costs, manufacturing costs, and costs of outsourced R&D services. R&D costs are expensed as incurred. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Translation into United States dollars The United States dollar is our functional currency. We conduct certain transactions in foreign currencies, particularly, the Israeli Shekel and the Euro, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are nominal and reflected as non-operating income or expense in the statements of operations, as they arise. | Translation into United States dollars The United States dollar is our functional currency. We conduct certain transactions in foreign currencies, particularly, the Israeli Shekel and the Euro, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are nominal and reflected as non-operating income or expense in the statements of operations, as they arise. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based Compensation We recognize compensation expense for all equity-based payments. Stock based compensation issued to employees is accounted for under ASC 718, Compensation - Share Compensation (“ASC 718”). We utilize the Black-Scholes valuation method to recognize compensation expense over the vesting period. The Black-Scholes valuation model requires the use of certain assumptions as inputs, including the expected life, volatility, risk-free interest rate and anticipated forfeiture of the stock options. We utilize the short cut method per the provisions of ASC 718 to calculate the expected life of the options. We base the risk-free interest rate on the rates paid on securities issued by the United States Treasury with a term approximating the expected life of the options. We estimate expected stock price volatility for our common stock by taking the average historical price volatility for industry peers combined with our historical data based on daily price observations. Estimates of pre-vesting option forfeitures are based on our experience. We adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change and impacts the amount of compensation expense to be recognized in future periods. We account for stock-based transactions with non-employees based upon the fair value of the equity instruments issued, in accordance with ASC 505-50, Equity-Based Payments to Non-Employees . Significant factors that affect the expense related to equity-based payments to non-employees include the estimated fair market value of the common stock underlying the stock options and the estimated volatility of such fair market value. The value of non-employee options is re-measured every quarter until performance is complete. Income or expense is recognized during the vesting terms. Accounting for equity-based payments to non-employees requires fair value estimates of the equity instrument grant, which we estimate based upon the value of our common stock at the date of grant. | Stock-based Compensation We recognize compensation expense for all equity-based payments. Stock based compensation issued to employees is accounted for under ASC 718, Compensation – Share Compensation We account for stock-based transactions with non-employees based upon the fair value of the equity instruments issued, in accordance with ASC 505-50, Equity-Based Payments to Non-Employees |
Stockholders' Equity, Policy [Policy Text Block] | Reverse Stock Split On April 12, 2017, we announced a reverse stock split (the “Reverse Split”) of our shares of common stock (“Common Stock”) at a ratio of 1-for-20. Beginning with the opening of trading on April 13, 2017, our common stock began trading on a post-split basis on the Nasdaq Capital Market (“NASDAQ”). Every twenty shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. Our shareholders ratified the effectiveness of the Reverse Split at our Annual Meeting of Stockholders, held and adjourned on February 15, 2018, and reconvened on February 23, 2018. The Reverse Split affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options, warrants and convertible instruments outstanding immediately prior to the effectiveness of the Reverse Split. The Reverse Split reduced the total number of shares of Common Stock outstanding from approximately 194.3 million to approximately 9.7 million and was reflected on our Statement of Financial Position by a reduction in Common Stock of approximately $15.6 million and a corresponding increase in Additional Paid-in Capital of the same amount because the par value per share of our Common Stock did not change. No fractional shares were issued in connection with the Reverse Split. Any fractional share of common stock that would otherwise have resulted from the Reverse Split was rounded up to the nearest whole share. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the Reverse Split, including reclassifying an amount equal to the reduction in par value to Additional Paid-in Capital. | |
Income Tax, Policy [Policy Text Block] | Income Taxes We account for income taxes in accordance with ASC 740 “Income Taxes.” We are required to file income tax returns in the appropriate foreign, U.S. federal, state and local jurisdictions, including New Jersey, New York State, New York City and Israel. Since we had losses in the past, all prior years that generated net operating loss carry-forwards are open and subject to audit examination. Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based upon the differences arising from carrying amounts of our assets and liabilities for tax and financial reporting purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period when the change in tax rates is enacted. A valuation allowance is established when it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance has been applied against our net deferred tax assets as of December 31, 2017 and 2016, due to projected losses and because it is not more likely than not that we will realize future benefits associated with these deferred tax assets. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. ASC 740 prescribes how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Additionally, for tax positions to qualify for deferred tax benefit recognition under ASC 740, the position must have at least a “more likely than not” chance of being sustained upon challenge by the respective taxing authorities, which criteria is a matter of significant judgment. We had gross liabilities recorded of $70,000 and $60,000 for the years ended December 31, 2017 and 2016, respectively, to account for potential state income tax exposure. Our policy is to record interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision, of which such amounts were immaterial for the years ended December 31, 2017 and 2016. | |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Patents We charge external patent costs, such as filing fees and associated attorney fees and costs associated with maintaining and defending our patents subsequent to their issuance, to expense as and when incurred. | Patents We charge external patent costs, such as filing fees and associated attorney fees and costs associated with maintaining and defending our patents subsequent to their issuance, to expense as and when incurred. |
Clinical Trial Accruals [Policy Text Block] | Clinical Trial Accruals We outsource the conduct of our pre-clinical and clinical trials to third party contract research organizations (CROs) and clinical investigators. Our clinical supplies are manufactured by third party contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or periodically based upon milestones achieved. We accrue these expenses based upon our assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. Our estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies and may not match the actual services performed by the organizations. Discrepancies could result in adjustments to our research and development expenses recorded in future periods. We have not had any significant adjustments to date. | Clinical Trial Accruals We outsource the conduct of our pre-clinical and clinical trials to third party contract research organizations (CROs) and clinical investigators. Our clinical supplies are manufactured by third party contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or periodically based upon milestones achieved. We accrue these expenses based upon our assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. Our estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. Discrepancies could result in adjustments to our research and development expenses recorded in future periods. We have not had any significant adjustments to date. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards From time to time, new accounting standards are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. New accounting standards which have been adopted In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 changes accounting for equity investments, financial liabilities under the fair value option, and presentation and disclosure requirements for financial instruments. ASU 2016-01 does not apply to equity investments in consolidated subsidiaries or those accounted for under the equity method of accounting. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. Companies have the option to either measure equity investments without readily determinable fair values at fair value or at cost adjusted for changes in observable prices minus impairment. The ASU enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. ASU 2016-01 was effective for us beginning in the first quarter of 2018. Adoption of ASU 2016-01 did not have a material effect on our consolidated financial statements as we do not hold any publicly traded equity investments. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" (“ASU 2016-15”). ASU 2016-15 clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. ASU 2016-15 was effective for us in our first quarter of fiscal 2018. We did not have any changes to the presentation of our Consolidated Statement of Cash Flows upon adoption of the standard. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”). ASU 2016-16 requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit and removes the requirement to defer and amortize the consolidated tax consequences of intra-entity transfers. ASU 2016-16 was effective for us in our first quarter of fiscal 2018. Adoption of ASU 2016-16 did not have a material effect on our consolidated financial statements as we did not have any intra-entity transfers of assets. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash” (“ASU 2016-18”). The amendments of ASU No. 2016-18 were issued to address the diversity in classification and presentation of changes in restricted cash and restricted cash equivalents on the statement of cash flows which is currently not addressed under Topic 230. The ASU requires an entity to include amounts generally described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. ASU 2016-18 was effective for us in our first quarter of fiscal 2018. Adoption of ASU 2016-18 resulted in reclassification of restricted cash in the consolidated statements of cash flows for the nine months ended September 30, 2017. New accounting standards which have not yet been adopted In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (“ASU 2016-02”). ASU 2016-02 provides accounting guidance for both lessee and lessor accounting models. Among other things, lessees will recognize a right-of-use asset and a lease liability for leases with a duration of greater than one year. For income statement purposes, ASU 2016-02 will require leases to be classified as either an operating or finance lease. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard will be effective for us on January 1, 2019. In July 2018, the FASB issued Accounting Standards Update 2018-11 “Leases (Topic 842) Targeted Improvements” which provides entities with an alternative transition method for adopting the new lease standard. Entities can elect to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. Consequently, comparative periods will continue to be accounted for in accordance with the current lease standard (Topic 840) and the disclosures will be in accordance with ASC 840. We are assessing this option in conjunction with its analysis of ASU 2016-02. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ” (“ASU 2017-12”). ASU 2017-12 provides guidance for improving and more closely aligning a company’s financial reporting of its hedging relationships with the objective of a company’s risk management activities. Among other provisions, the new standard (1) eliminates the separate measurement and reporting of hedge ineffectiveness and (2) permits an entity to recognize in earnings the initial value of an excluded component under a systematic and rational method over the life of the derivative instrument. The new standard will be effective for us on January 1, 2019. We do not expect the adoption of ASU 2017-12 to have a material effect on our consolidated financial statements as we do not anticipate engaging in any hedging activities. In March 2018, the FASB Issued Accounting Standards Update No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). ASU 2018-05 was issued to incorporate into Topic 740 recent SEC guidance related to the income tax accounting implications of the Tax Cut and Jobs Act (the "Tax Act"). The SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 permits companies to disclose that some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements, and if possible, disclose a reasonable estimate of such tax effects. ASU 2018-05 is effective immediately. ASU 2018-05 permits companies to use provisional amounts for certain income tax effects of the Tax Act during a one-year measurement period. The provisional accounting impacts for us may change in future reporting periods until the accounting analysis is finalized, which will occur no later than the first quarter of fiscal 2019. In June 2018, the FASB issued Accounting Standards Update No. 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting" simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. This ASU is effective for public entities for fiscal years beginning after December 15, 2018, with early adoption permitted. Prior to the adoption of ASU 2018-07, stock-based compensation awarded to non-employees was subject to revaluation over its vesting terms. Subsequent to the adoption of ASU 2018-07, non-employee share-based payment awards are measured on the date of grant, similar to share-based payment awards granted to employees. We currently have not adopted this ASU as we are assessing its effect. | Recently Issued Accounting Standards New accounting standards which have been adopted In March 2016, the FASB issued Accounting Standards Update No. 2016-09, "Compensation-Stock Compensation" In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations” (ASU 2017-01) In July 2017, the FASB issued Accounting Standards Update ("ASU") No. 2017-11, Earnings Per Share New accounting standards which have not yet been adopted In January 2016, the FASB issued Accounting Standards Update No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases" In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Intra-Entity Transfers of Assets Other Than Inventoy” In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cas” In August 2017, the FASB issued Accounting Standards Update No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvments to Accounting for Hedging Activities |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Property Plant And Equipment Depreciation Method And Estimated Useful Life [Table Text Block] | Method Estimated Useful Life (Years) Computers and accessories Straight-line 3 - 5 Equipment Straight-line 3 - 5 Furniture and fixtures Straight-line 3 - 7 |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following ($ in thousands): December 31, 2017 2016 Computers and software $ - $ 103 Equipment - 284 Furniture and fixtures - 94 - 481 Less accumulated depreciation - (165 ) $ - $ 316 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Hercules Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of changes in the estimated fair value of our Hercules Warrant derivative liability for the periods presented ($ in thousands): Fair Value Measurements of Hercules Common Stock Warrants Using Significant Unobservable Inputs (Level 3) Balance at January 1, 2016 $ 84 Change in estimated fair value of liability classified warrants (38 ) Reclassification from liability to additional paid-in capital (46 ) Balance at December 31, 2016 $ - |
Series D Preferred Stock [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The following table sets forth a summary of changes in the estimated fair value of our Series D Preferred Stock derivative liability for the periods presented ($ in thousands): Fair Value Measurements of Series D Preferred Stock Derivative Liability Using Significant Unobservable Inputs (Level 3) Balance at January 1, 2016 $ 6,529 Change in estimated fair value of Series D Preferred Stock derivative liability 8,694 Series D Preferred Stock conversions (15,223 ) Balance at December 31, 2016 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The value of our amortizable intangible assets including gross asset value and carrying value is summarized below ($ in thousands): Bertilimumab iCo NanomAbs Yissum Human Antibodies Kadouche Anti-ferritin Antibody MabLife Ceplene Acquisition Intangibles Total Balance as of December 31, 2017 $ 1,419 $ 383 $ 381 $ 318 $ 3,976 $ 6,477 Amortization (126 ) (36 ) (23 ) (23 ) (461 ) (669 ) Impairment - - (358 ) (295 ) - (653 ) Balance, September 30, 2018 $ 1,293 $ 347 $ - $ - $ 3,515 $ 5,155 Gross asset value $ 2,509 $ 694 $ - $ - $ 4,310 $ 7,513 Accumulated Amortization (1,216 ) (347 ) - - (795 ) (2,358 ) Balance, September 30, 2018 $ 1,293 $ 347 $ - $ - $ 3,515 $ 5,155 | The value of our amortizable intangible assets including gross asset value and carrying value is summarized below ($ in thousands): Bertilimumab NanomAbs Human Anti-ferritin Ceplene Total Balance as of January 1, 2016 $ 1,753 $ 475 $ 475 $ 408 $ - $ 3,111 Amortization (167 ) (46 ) (47 ) (45 ) - (305 ) Balance as of December 31, 2016 $ 1,586 $ 429 $ 428 $ 363 $ - $ 2,806 Additions - - - - 4,310 4,310 Amortization (167 ) (46 ) (47 ) (45 ) (334 ) (639 ) Balance, December 31, 2017 $ 1,419 $ 383 $ 381 $ 318 $ 3,976 $ 6,477 Gross asset value $ 2,509 $ 694 $ 700 $ 547 $ 4,310 $ 8,760 Accumulated Amortization (1,090 ) (311 ) (319 ) (229 ) (334 ) (2,283 ) Balance, December 31, 2017 $ 1,419 $ 383 $ 381 $ 318 $ 3,976 $ 6,477 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for each of the five succeeding years, based upon intangible assets at September 30, 2018 is as follows ($ in thousands): Period Ending September 30, Amount 2019 $ 829 2020 829 2021 829 2022 829 2023 829 Thereafter 1,010 Total $ 5,155 | Estimated amortization expense for each of the five succeeding years, based upon intangible assets owned at December 31, 2017 is as follows ($ in thousands): Period Ending December 31, Amount 2018 $ 921 2019 921 2020 921 2021 907 2022 905 Thereafter 1,902 Total $ 6,477 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following ($ in thousands): September 30, December 31, 2018 2017 Professional fees $ 83 $ 284 Consulting fees 967 832 License fees - 421 Dividends - 216 Salaries and employee benefits 156 105 Severance 307 - Other 166 262 Total $ 1,679 $ 2,120 | Accrued expenses consist of the following ($ in thousands): December 31, December 31, 2017 2016 Professional fees $ 284 $ 414 Consulting fees 691 - License fees 421 - Dividends 216 - Salaries and employee benefits 105 930 Advances and fees - 340 Financing costs - 616 Other 403 320 Total $ 2,120 $ 2,620 |
Notes and Loan Payable (Tables)
Notes and Loan Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt [Table Text Block] | We are party to loan agreements as follows ($ in thousands): September 30, December 31, 2018 2017 Mablife Notes Payable (2) $ - $ 394 Asset Acquisition Payable, net of discount of $445 (3) 4,555 4,359 May 2018 Convertible Notes, net of discount of $216 (4) 3,677 - September 2018 Notes, net of discount of $3 (1) 100 - Total notes and loans payable $ 8,332 $ 4,753 Notes and loans payable, net of debt discount, current portion $ 7,462 $ 3,296 Notes and loans payable, noncurrent portion 870 1,457 Total notes and loans payable, net of discount $ 8,332 $ 4,753 Repayments under the Company’s existing debt agreements consist of the following ($ in thousands): Period Ending September 30, Amount 2019 $ 7,997 2020 1,000 Total $ 8,997 September 2018 Notes (1) On September 12, 2018, we entered into a securities purchase agreement (the “Purchase Agreement”) with Power Up Lending Group Ltd. (the “Purchaser”) for the sale of $103,000 in aggregate principal amount of convertible notes (the “September 2018 Notes”) which was consummated on September 14, 2018. The September 2018 Notes bear interest at a rate of 12% per annum, payable in arrears on the maturity date of September 11, 2019, or upon acceleration or by prepayment. Any amount of principal or interest on the September 2018 Notes which is not paid when due shall bear interest at a rate of 22% per annum from the due date thereof until the same is paid. At any time during the one-hundred seventy (170) days ended March 1, 2019, we may prepay the Notes by paying a prepayment premium between 15% and 35%, based on the date paid, of the outstanding principal plus accrued and unpaid interest. The September 2018 Notes are convertible into shares of our common stock, par value $0.0001 per share, beginning on March 1, 2019 at a conversion price equal to sixty-one percent (61%) of the average of the lowest two closing bid prices of our common stock during the twenty (20) trading days immediately preceding conversion. The number of shares issuable upon any conversion is limited to 4.99% of our then issued and outstanding common stock. There are no registration rights or warrants being granted to the Purchaser in this transaction. In October 2018, we repaid the September 2018 Notes in full, which included a prepayment premium of 20% and accrued interest. MabLife Notes Payable (2) In March 2012, we acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights to provide that the remaining payments of $0.1 million per year would be due each year in 2016 and 2017. We did not make those payments on a timely basis. In February 2014, we acquired from MabLife, through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, we agreed to pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 would be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. We did not make those payments on a timely basis. During the first quarter of 2015, MabLife informed us that it had filed for bankruptcy. On May 30, 2017, we received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017. In December 2017, we reached an agreement with the bankruptcy court-liquidator to settle all amounts due to Mablife for a payment of approximately $205,000. We paid the settlement amount in January 2018 and received confirmation by the commercial court on May 28, 2018. Based on this approved settlement, we wrote off the remaining $181,000 of debt to gain on extinguishment of debt in the three months ended June 30, 2018. For the nine months ended September 30, 2018 and 2017, interest expense was $0. Asset Acquisition Payable (3) In conjunction with the Asset Purchase Agreement with Meda described in Note 6, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.7 million and $0.9 million, respectively, representing the amount due to Meda calculated on a present value basis. For the nine months ended September 30, 2018, interest expense was $195,000. We are currently in default under the Asset Purchase Agreement. If not cured, we bear significant risk to our business plan regarding Ceplene, including the loss of such rights. Under the Asset Purchase Agreement, we were obligated to make payments to Meda of $1,500,000 (the “First Initial Consideration”) no later than December 15, 2017 and $1,500,000 on June 15, 2018. Under that agreement, we had a 30-day grace period to make the payment of the First Initial Consideration or agree to a payment plan with Meda. On January 31, 2018, Meda delivered to us a default notice, demanding payment of the First Initial Consideration no later than February 15, 2018. We have yet to make any payments to Meda. Accordingly, Meda could terminate the Asset Purchase Agreement and cause us to forfeit the European rights to Ceplene without consideration to us and cancel our further obligations under the agreement except the First Initial Consideration would remain due and payable. If such action were to occur, we would need to either agree to a new license with Meda or renegotiate terms of a purchase from Meda of the European rights to Ceplene. There can be no guarantee that we would be able to come to terms with Meda. Loss of the European rights to Ceplene would impair our ability to execute our business plan with respect to our oncology related assets. May 2018 Convertible Notes (4) On May 14, 2018, we entered into a securities purchase agreement (the “May 2018 Purchase Agreement”) with certain institutional investors for the sale of $2,781,000 in aggregate principal amount of original issue discount convertible notes with net proceeds of $2,007,000 (the “May 2018 Convertible Notes”) which was consummated on May 18, 2018. The May 2018 Convertible Notes included a 20% original issue discount of $556,000, an 8% placement agent fee of $178,000 and other placement agent expenses of $40,000. In addition, the placement agent received 474,667 warrants with an exercise price of $0.47 per share and are exercisable as of November 18, 2018. We calculated the fair value of these warrants as $91,000 using the Black-Scholes model and recorded the fair value as debt discount with an offset to additional paid-in capital. Original issue discount and debt issuance costs was $ 865 The May 2018 Convertible Notes are convertible at any time at a conversion price of $0.375 per share, subject to adjustment upon an event of default or significant corporate transaction, provided that unless shareholder approval is obtained, the maximum amount of shares of our common stock that may be issued upon conversion is 6,397,456 shares of common stock (or 19.99% of the issued and outstanding shares of common stock on the closing date). The conversion price is not subject to adjustment for future equity issuances at prices below the then prevailing conversion price and we are under no obligation to obtain shareholder approval in connection with the offering. The May 2018 Convertible Notes are due and payable upon the earlier of (a) November 18, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3,000,000 in the aggregate. The holders of the May 2018 Convertible Notes have the option to extend the maturity date of the notes through February 18, 2019. The May 2018 Convertible Notes represent senior indebtedness of the Company. The May 2018 Convertible Notes become immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages, due if our common stock shall not be eligible for listing or quotation for trading on NASDAQ and shall not be eligible to resume listing or quotation for trading thereon within five trading days. Additionally, interest on the May 2018 Convertible Notes would accrue daily at an interest rate of 1.5% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at a price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below par value. On June 4, 2018, we received a notice from the Staff of Nasdaq LLC indicating that, based upon our continued non-compliance with the minimum $1.00 bid price requirement for continued listing on NASDAQ, as set forth in the Rule as of May 30, 2018, the Staff had determined to delist our securities from NASDAQ unless we timely requested a hearing before the Panel. We timely appealed the delisting notice and appeared in front of the Panel on July 19, 2018. The Panel issued a decision on July 24, 2018 and affirmed the Staff’s decision to delist our common stock from NASDAQ, with suspension of trading effective at the open of business on July 26, 2018. The suspension of trading on NASDAQ triggered a default on the May 2018 Convertible Notes. Accordingly, as of June 30, 2018, we recorded the Mandatory Default Amount of $1.1 million as liquidated damages, which represents an additional 40% of principal but did not record an embedded derivative related to the lowest VWAP for the 15 days prior to conversion as this amount was immaterial to the consolidated financial statements. In connection with the financing on October 9, 2018 described in Note 15, Subsequent Events (the “Financing”), the holders of our May 2018 Convertible Notes agreed to waive the outstanding event of default thereunder resulting from the suspension of the trading of the common stock on NASDAQ (other than the required increase in the principal amount of the May 2018 Convertible Notes) and to certain amendments, including adding the OTCQX and OTCQB trading markets to the default provisions for listing or quotation for trading, to the May 2018 Convertible Notes to enable us to consummate the Financing in exchange for an aggregate amendment fee of $49,220. Upon the issuance of the May 2018 Convertible Notes on May 18, 2018, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Convertible Preferred Stock (“Series E Warrants”) were adjusted to $0.30. On July 26, 2018, upon the suspension of trading on NASDAQ, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Convertible Preferred Stock were adjusted to $0.20. On August 14, 2018, upon a conversion of $175 of May 2018 Convertible Notes, the conversion price for the Series E Convertible Preferred Stock and the exercise price of warrants issued with the Series E Convertible Preferred Stock were adjusted to $0.0759. Based on the above down round triggers, we recorded a deemed dividend for the three and nine months ended September 30, 2018 of $5,100,000 and $10,699,000, respectively, based on the change in fair value, in our consolidated statement of operations, of which $10,127,000 was related to the Series E Convertible Preferred Stock and $572,000 was related to the Series E Warrants. For the three and nine months ended September 30, 2018, interest expense was $433,000 and $649,000, respectively, related to the amortization of original issue discount and debt issuance costs for the May 2018 Convertible Notes. For the nine months ended September 30, 2018 liquidated damages was $1,112,000 related to the Mandatory Default for the May 2018 Convertible Notes. | We are party to loan agreements as follows ($ in thousands): December 31, December 31, 2017 2016 Loan Agreement, net of original issue discount of $0 and $0.4 million, respectively (1) $ — $ 2,857 July 2017 Senior Secured Convertible Promissory Note, net of original issue discount, debt issuance cost and debt discount (2) — — April 2017 Convertible Notes (3) — — May 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (4) (11) — — July 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (5) (11) — — August 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (6) (11) — — September 2017 Convertible Notes, net of original issue discount, debt issuance cost and debt discount (7) (11) — — Mablife Notes Payable (8) 394 387 Asset Acquisition Payable, net of discount of $0.6 million (9) 4,359 — Convertible Notes, net of original issue discount, debt issuance cost and debt discount of $0 and $0.1 million (10) — 937 Total notes and loans payable $ 4,753 $ 4,181 Notes and loans payable, net of debt discount, current portion $ 3,296 $ 2,739 Notes and loans payable, noncurrent portion 1,457 1,442 Total notes and loans payable, net of original issue discount, debt issuance cost and debt discount of $0.6 million and $0.5 million $ 4,753 $ 4,181 Loan and Security Agreement (1) On July 29, 2015, the Company and Immune Pharmaceuticals USA Corp., a wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement (“Loan Agreement”) pursuant to which Hercules agreed to lend $4.5 million to us with an option to borrow an additional $5.0 million prior to June 15, 2016, subject to the achievement of certain clinical milestones and other conditions. As of June 15, 2016, we had not met certain of the milestones described in the Loan Agreement required in order to borrow an additional $5.0 million and as a result the option expired. The Loan Agreement is collateralized by a first priority perfected security interest in all tangible and intangible assets of the Company and its subsidiaries. The Loan Agreement is senior in priority to all other Company indebtedness. The interest rate on the Hercules Loan is calculated at the greater of 10% or the prime rate plus 5.25%. We may prepay the Hercules Loan at any time, subject to certain prepayment penalties. Hercules may optionally convert up to $1.0 million of the unpaid principal balance of the loan in any subsequent institutionally led Company financing on the same terms, conditions and pricing applicable to such subsequent financing. This option to convert the loan to equity would be at the then fair value of our equity. Because the option to convert will be at the same terms and pricing as the new investors will be paying in the subsequent Company financing, the option is deemed to have minimal value for financial reporting purposes. The Hercules Loan’s matures on September 1, 2018 and includes an interest-only payment period for the first nine months following initial funding of the loan, after which escalating principal payments of $0.1 million per month began on April 1, 2016. Interest expense for the year ended December 31, 2016 was $0.4 million. As of December 31, 2016, we had made $1.2 million in principal repayments. The Loan Agreement includes an end of term charge of $0.5 million payable on the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding secured obligations under the Loan Agreement in full, or (iii) the date that the secured obligations under the Loan Agreement become due and payable in full (as described in the Loan Agreement). We accrue a portion of the end of term charge for each reporting period and will accrue up to the full $0.5 million charge over the 37-month term of the Hercules Loan because this charge is deemed a cost of the debt. For the year ended December 31, 2016, we had recorded a charge of approximately $0.2 million, in interest expense in our consolidated statements of operations related to the Loan Agreement. We recorded $1.3 million in debt issuance costs relating to placement agent fees, legal fees, closing costs and the fair value of the placement agent warrants in its consolidated balance sheets upon execution of the Loan Agreement. We early adopted ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs, ASU 2015-03 amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. We amortized the debt issuance costs over the term of the Loan Agreement. For the year ended December 31, 2016, we recorded $0.6 million in interest expense related to the amortization of the debt issuance costs. At December 31, 2016, we had approximately $0.4 million in debt issuance costs remaining to be amortized which is presented net of the debt balance in our consolidated balance sheets. We repaid $1.2 million in principal through December 31, 2016 and another $0.9 million in principal in 2017. As more fully described below (see Note 9 (2)), pursuant to an Assignment and Exchange Agreement that we executed in July 2017, we repaid the full principal balance of the Hercules Loan of $2.4 million and early termination fees of $0.6 million and the Hercules Loan was extinguished. For the year ended December 31, 2017, interest expense was $423,000 related to the Loan Agreement, of which $143,000 was based on the interest rate, $202,000 was for the amortization of debt issuance costs and $78,000 was for the end of term charge. Assignment and Exchange Agreement (July 2017 Senior Secured Convertible Promissory Note) (2) On July 7, 2017, Immune and Immune Pharmaceuticals USA Corp. (together, the “Borrower”), Hercules and certain subsidiaries of our subsidiaries, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with MEF I, L.P. (the “Investor”) whereby Hercules assigned to the Investor the existing amount outstanding under the Loan Agreement. Also on the Closing Date, we entered into an Exchange Agreement with the Investor (the “Exchange Agreement”) whereby we issued to the Investor a senior secured convertible promissory note with a principal amount of $2,974,159 (the “Exchange Note”) in exchange for the Hercules Loan. The Exchange Note is convertible, at the option of the holder, into shares of our common stock, par value $0.001 per share, at a per share price of $2.95 (the “Fixed Conversion Price”) subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share and subject to a total beneficial ownership limitation of 4.99% of our issued and outstanding common stock. The Exchange Note is due one year from the issue date. The Exchange Note is repayable through equal monthly amortization payments during the term of the Exchange Note, in cash or in shares of common stock at the Amortization Conversion Price (as defined in the Exchange Note). The holder has the option to accelerate each amortization payment in up to three separate payments and demand such payments in shares of our common stock. We concluded that the assignment and debt exchange should be accounted for as an extinguishment of debt because we were released of our obligation to Hercules and issued new debt to the Investor. We calculated the fair value of the new debt at the date of assignment of July 7, 2017 to be $3.4 million based on the principal of the new debt of approximately $3.0 million plus guaranteed interest of $0.4 million. The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of our common stock during the 15 trading days immediately preceding conversion. The fair value of the conversion discount was calculated to be $0.6 million, which was recorded as loss on extinguishment and additional paid in capital. We recorded the difference between the fair value of the new debt of $3.4 million and the net carrying amount of the extinguished debt of $2.5 million as a loss on extinguishment of $0.9 million in the consolidated statements of operations during the year ended December 31, 2017. During the year ended December 31, 2017, the Investor converted approximately $2.2 million of aggregate principal and accrued interest into 1,991,864 shares of our common stock. In October 2017, we paid the Investor $1.4 million in cash, representing the remaining aggregate principal and accrued interest on the Exchange Note of $1.2 million and a cash redemption fee of $0.2 million. For the year ended December 31, 2017, interest expense was $236,000 related to the July 2017 Senior Secured Convertible Promissory Note for the amortization of original issue discount. April 2017 Convertible Notes (3) On April 10, 2017, we entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which EMA purchased an aggregate principal amount of $525,000 of Convertible Notes for an aggregate purchase price of $450,000 (the “April 2017 Convertible Notes”). The April 2017 Convertible Notes included a 5% origination fee of $25,000 and a 10% original issue discount of $50,000 that was added to the face amount of the April 2017 Convertible Notes. The April 2017 Convertible Notes bear interest at a rate of 6.0% per annum, payable in arrears on the maturity date of April 10, 2018 (the “Maturity Date”). The April 2017 Convertible Notes are convertible into shares of our common stock, after the effectiveness of a Registration Statement, at a conversion price equal to the lower of $2.80 or seventy-five percent (75%) of the lowest trading price of our common stock during 15 trading days immediately preceding conversion (“Conversion Date”). We calculated the fair value of this conversion feature as $175,000 and recorded that amount as interest expense with an offset to additional paid-in capital. We issued to EMA 83,333 warrants with an exercise price of $4.00 per share (subject to adjustment) which may be exercisable on a cashless basis in accordance with the terms of the warrants. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants, then the exercise price is reduced and the number of warrant shares issuable is increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price is equal to the aggregate exercise price prior to such adjustment. We calculated the fair value of these warrants using the Monte Carlo model. We allocated the proceeds from the issuance of the April 2017 Convertible Notes between the debt and the warrants using the allocated fair value method and the value assigned to the warrants of $180,000 was recorded as interest expense with an offset to additional paid-in capital. On May 3, 2017, we signed a Waiver Letter with EMA whereby we agreed to prepay a portion of the April 2017 Convertible Notes and EMA agreed to participate in the May 2017 Convertible Notes financing transaction described below. Additionally, we amended the April 2017 Convertible Notes to provide that the notes are convertible into shares of our common stock after the effectiveness of the Registration Statement at a conversion price equal to the lower of $2.80 or sixty-five percent (65%) of the lowest trading price of our common stock during 15 trading days immediately preceding a Conversion Date. On May 4, 2017, EMA converted outstanding notes with a principal balance of $123,000 plus a prepayment premium of $31,000, for a total of $154,000, and applied that amount to the purchase of May 2017 Convertible Notes (see below). We determined that the amendment of the April 2017 Convertible Notes constituted an extinguishment of debt and reissuance. We calculated a fair value of $105,000 for the conversion feature inherent in the amended April 2017 Convertible Notes and recorded that amount as interest expense with an offset to additional paid-in capital. Additionally, the unamortized debt discount associated with the April 2017 Notes prior to the amendment was written off and charged to interest expense. On May 30, 2017, we amended the Registration Rights Agreement with EMA dated as of April 10, 2017 to change the filing date of the registration statement to June 30, 2017 and we agreed to prepay $97,000 towards the principal amount outstanding on the April 2017 Convertible Notes at a prepayment price of $122,000, which included a prepayment premium of $25,000. We recorded the premium as interest expense. We filed the S-1 Registration Statement on June 30, 2017. In July 2017, EMA assigned the April 2017 Convertible Notes to the Investor described above for approximately $0.4 million. We concluded that the EMA assignment should be accounted for as an extinguishment of debt because we were released of our obligation to EMA and issued new debt to the Investor. We calculated the fair value of the new debt on the date of the assignment based on the purchase price of $0.4 million paid by the Investor for the April 2017 Convertible Notes. We recorded $0.1 million as expense from extinguishment of debt, which is the difference between the fair value of the assigned debt of $0.4 million and the net carrying amount of the extinguished debt of $0.3 million. On August 24, 2017, we agreed to reduce the minimum Conversion Price of the April 2017 Convertible Notes from $1.00 to $0.75 in exchange for the waiver of certain rights held by the Investor and the consent of the Investor to allow us to issue and sell the August 2017 Convertible Notes (described below). In 2017, the remaining principal balance of the April 2017 Convertible Notes were converted into 462,323 shares of our common stock. For the year ended December 31, 2017, interest expense was $607,000 related to the April 2017 Convertible Notes, of which $280,000 was for the conversion premium, $180,000 was for the fair value of the warrants, $85,000 was for the original issue discount, origination fees and attorney’s fees, $55,000 for the prepayment premium of 25% and interest expense of approximately $7,000 was based on the 6% per annum interest rate. May 2017 Convertible Notes (4) On May 4, 2017, we entered into a securities purchase agreement (the “May 2017 Purchase Agreement”), with several institutional investors (the “Investors”) regarding a multi-tranche private placement of up to $3.4 million of principal amount of convertible notes (the “May 2017 Convertible Notes”). The first tranche, consisting of the sale of convertible notes with a principal balance of $2.0 million and the issuance of 361,455 shares of our common stock closed on May 9, 2017. The second tranche, consisting of the sale of convertible notes with a principal balance of $360,000 and the issuance of 60,000 shares of our common stock closed on May 22, 2017. The May 2017 Convertible Notes are due and payable upon the earlier of (a) November 9, 2017 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holders of the May 2017 Convertible Notes have the option to extend the maturity date of the notes through February 7, 2018. We recorded the issuance of the shares as original issue discount relating to the convertible notes and used the allocated fair value method to determine the amount of discount. The fair value of the shares of common stock at time of issuance was $0.6 million. On June 29, 2017, we entered into a letter agreement with the Investors whereby we waived the right to issue the remaining May 2017 Convertible Notes issuable in the subsequent tranches and the Investors agreed to amend the May 2017 Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. Pursuant to the May 2017 Purchase Agreement, the May 2017 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due if we have not filed a S-1 registration statement for a follow-on offering by June 3, 2017. Additionally, interest on the May 2017 Convertible Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below $1.00. We filed the S-1 Registration Statement on June 30, 2017 and recorded the Mandatory Default Amount of $1.0 million as interest expense, of which $0.9 million represents an additional 40% of principal and $60,000 represents interest at a rate of 2% per month on the outstanding principal balance (including the additional 40%). On August 24, 2017, we agreed to reduce the conversion price of the May 2017 Convertible Notes from $2.89 to $1.30 in exchange for the waiver of certain rights held by the holders and their consent to our sale of the August 2017 Convertible Notes described below. We concluded that the amendment should be accounted for as an extinguishment of debt and reissuance. We calculated the fair value of the new debt on the date of the amendment based on a fair value determination of $3.8 million and recorded the difference between the fair value of the new debt and the net carrying amount of 3.1 million of the May 2017 Convertible Notes as a loss on extinguishment of $0.7 million During the year ended December 31, 2017, the holders of the May 2017 Convertible Notes converted approximately $1.86 million of aggregate principal and accrued interest into 1,409,946 shares of our common stock. In November 2017, we paid the holders of the May 2017 Convertible Notes $0.5 million in cash, representing the remaining aggregate principal and accrued interest on the May 2017 Convertible Notes. For the year ended December 31, 2017, interest expense was $1,186,000 related to the May 2017 Convertible Notes for the amortization of original issue discount. An additional $938,000 was paid in liquidated damages for the Mandatory Default Amount noted above. July 2017 Convertible Notes (5) On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of $0.3 million of original issue discount convertible notes (the “Carmelit Notes”) for net proceeds of $0.25 million ($50,000 original issue discount) which are convertible into shares of our common stock upon shareholder approval. The proposed terms of the notes are as follows: the notes are convertible into an aggregate of 101,695 shares of our common stock based upon a conversion price of $2.95 per share, subject to adjustment but in no event below $1.00 per share. The Carmelit Notes are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder has the option to extend the maturity date of the notes through October 17, 2018. Also, the holder is entitled to receive 75,000 shares of our common stock subject to approval by our shareholders. The transaction was consummated on August 24, 2017. We repaid the Carmelit Notes in full in November 2017. We accounted for the obligation to issue Carmelit 75,000 shares as a derivative under ASC 815 because shareholder approval is not within our control and failure to obtain the approval would trigger net-cash settlement. Therefore, we classified the obligation as a liability with an offset to debt discount on the debt in our consolidated financial statements, recorded at fair value and subject to mark to market until the shares are issued upon shareholder approval. The 75,000 shares had a fair value of $0.2 million on July 17, 2017 based on the closing price of our shares on that date. As of December 31, 2017, the 75,000 shares had a fair value of $43,000 based on the closing price of our shares. For the year ended December 31, 2017, interest expense was $263,000 related to the July 2017 Convertible Notes for the amortization of original issue discount. August 2017 Convertible Notes (6) On August 24, 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $858,000 in aggregate principal amount of original issue discount convertible notes (the “August 2017 Convertible Notes”) with net proceeds of $515,000 (original issue discount of $343,000) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, subject to adjustment but in no event below $1.00 per share. The transaction was consummated on August 30, 2017. The August Convertible Notes are due and payable upon the earlier of (a) February 28, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3.0 million in the aggregate. The holder has the option to extend the maturity date through May 28, 2018. We repaid the August 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $343,000 related to the August 2017 Convertible Notes for the amortization of original issue discount. September 2017 Convertible Notes (7) In September 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $149,500 in aggregate principal amount of original issue discount convertible notes (the “September 2017 Convertible Notes”) with net proceeds of $115,000 (original issue discount of $34,500) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event below $1.00 per share. We repaid the September 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $35,000 related to the September 2017 Convertible Notes for the amortization of original issue discount. MabLife Notes Payable (8) In March 2012, we acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights to provide that the remaining payments of $0.1 million per year would be due each year in 2016 and 2017. We did not make those payments on a timely basis. In February 2014, we acquired from MabLife, through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, we agreed to pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 would be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. We did not make those payments on a timely basis. For the years ended December 31, 2017 and 2016, interest expense was $0 and $49,000, respectively. During the first quarter of 2015, MabLife informed us that it had filed for bankruptcy. On May 30, 2017, we received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017. In December 2017, we reached an agreement with the bankruptcy court-liquidator to settle all amounts due to Mablife for a payment of approximately $205,000. We paid the settlement amount in January 2018 and are awaiting confirmation by the commercial court. Asset Acquisition Note Payable (9) In conjunction with the Asset Purchase Agreement with Meda described in Note 7, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.0 million and $1.4 million, respectively, representing the amount due to Meda calculated on a present value basis. For the year ended December 31, 2017, interest expense was $141,000. See Note 15 for discussion of our default on this debt. HLHW Convertible Notes (10) On November 17, 2016, we entered into a securities purchase agreement with HLHW IV, LLC (“HLHW”), pursuant to which HLHW purchased an aggregate principal amount of $1,050,000 of Subordinated Convertible Notes for an aggregate purchase price of $1,000,000 (“Convertible Notes”), representing a principal amount of the Notes of $1,000,000 plus an original issue discount of 5% which is $50,000. The Convertible Notes bear interest at a rate of 7.0% per annum, payable in arrears on the maturity date of November 17, 2017. The Notes are convertible into shares of our common stock at any time from the date of issuance of the Notes, at a conversion price equal to eighty percent (80%) of the lowest intraday bid price on the date of conversion (“conversion date”); provided the lowest intraday bid price on such conversion date is above the lowest closing bid price on the closing date (“Market Price”). In the event on the conversion date, the lowest intraday bid price is less than the Market Price, then in that instance, the conversion price on that conversion date will be equal to the lowest intraday bid price. On the maturity date, we have the option to pay the amount being redeemed; including accrued but unpaid interest, in cash, shares or any combination of cash and shares of our common stock. In addition, if at any time the lowest intraday bid price falls below $5.00 per share, the holder may elect to redeem up to $350,000 of the outstanding principal, interest and any amounts due under the Convertible Notes; provided, however, we may only use the proceeds from the sale of common stock pursuant to the terms of the Common Stock Purchase Agreement, dated November 17, 2016 (“CS Purchase Agreement”) entered into with HLHW to redeem the Convertible Notes. The Convetible Notes are subordinated to the Loan Agreement with Hercules Capital. This redemption process may be repeated once every five business days, at the election of Holder, until the Convertible Notes are fully satisfied. The foregoing notwithstanding, HLHW may convert any or all of these Convertible Notes into shares of our common stock at any time. The Convertible Notes also includes certain of events of defaults which at any time after HLHW becomes aware of may require the redemption of all or any portion of the Convertible Notes by delivery of a written notice to us. Each portion of the Convertible Notes subject to redemption shall be redeemed at a price equal to the greater of 18% per annum or the maximum rate permitted under applicable law of the conversion amount being redeemed, together with liquidated damages of $250,000. As part of the agreement, we paid approximately $0.1 million in debt issuance costs and discount. On December 16, 2016, we entered into Amendment No. 1 to the Purchase Agreement, which amended the Purchase Agreement to provide that in no circumstance shall the conversion price be lower than $2.00 per share of our common stock. As of December 31, 2016, the principal outstanding on the Convertible Notes was approximately $1.0 million. We incurred $0.1 million in transaction costs. For the year ended December 31, 2016, we recognized $25,000 in interest expense, amortization of debt discount and debt issuance costs which was recorded in interest expense in our consolidated statement of operations. On February 3, 2017, we entered into Amendment No. 2 to the Purchase Agreement, which amended the Convertible Notes to provide that we would redeem the Convertible Notes for $1.35 million by March 1, 2017, reflecting a redemption premium of 120% of the face amount of the HLHW Convertible Notes plus accrued interest. We recorded $0.3 million in interest expense as the redemption premium during the first quarter of 2017 related to Amendment No. 2 to the Convertible Note. We repaid the HLHW Convertible Notes in full in the second quarter of 2017. For the year ended December 31, 2017, interest expense was $404,000 related to the HLHW Convertible Notes, of which $300,000 was for the redemption premium during the first quarter of 2017 related to Amendment No. 2 to the Convertible Note and $104,000 was for the amortization of debt discount, debt issuance costs and original issue discount.We also paid $825,000 of liquidated damages. |
Schedule of Maturities of Long-term Debt [Table Text Block] | Repayments under the Company’s existing debt agreements consist of the following ($ in thousands): Period Ending September 30, Amount 2019 $ 7,997 2020 1,000 Total $ 8,997 | Repayments under our existing debt agreements consist of the following ($ in thousands): Period Ending December 31, Amount 2018 $ 3,367 2019 1,000 2020 1,020 Total $ 5,387 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table illustrates the common stock options granted during the nine months ended September 30, 2018: Title Grant No. of options Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Consultants January - September 2018 15,000 $ 0.34 $ 0.29 Immediately Volatility 114 -118 % Risk free interest rate 2.22 -2.82 % Expected term, in years 6 Dividend yield 0.00 % Management, January - September 2018 57,000 $ 0.25 $ 0.22 2 years Volatility 118 % Directors and Risk free interest rate 2.96 % Employees Expected term, in years 6 Dividend yield 0.00 % The following table illustrates the common stock options granted during the nine months ended September 30, 2017: Title Grant No. of options Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Management, January - September 2017 366,500 $ 4.00 $ 2.60 1-3 years Volatility 109-115 % Directors and Risk free interest rate 2.22-2.53 % Employees Expected term, in years 6-10 Dividend yield 0.00 % | The following table illustrates the common stock options granted for the years ended December 31, 2017 and 2016: Title Grant date No. of Weighted average exercise Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes Management, Directors and Employees January – December 2017 366,500 $ 2.60 $ 2.40 0 to 3.0 years Volatility 109.42% -114.20% Risk free interest rate 2.01%-2.53% Expected term, in years 6.00-10.00 Dividend yield 0.00% Title Grant date No. of Weighted average exercise Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes Management, Directors and Employees January – December 2016 138,500 $ 11.20 $ 7.20 0 to 3.0 years Volatility 91.55% -107.35% Risk free interest rate 1.35%-2.06% Expected term, in years 6.00-10.00 Dividend yield 0.00% Consultants January – December 2016 24,250 $ 6.20 $ 4.60 0 to 1.0 years Volatility 91.55% - 102.12% Risk free interest rate 1.39% -1.56% Expected term, in years 10.00 Dividend yield 0.00% |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table illustrates the stock awards during the nine months ended September 30, 2018. Title Grant No. of stock awards Weighted average grant date fair value Vesting terms Consultants January - September 2018 100,000 $ 0.38 Immediately | The following table illustrates the stock awards granted for the years ended December 31, 2017 and 2016: Title Grant date No. of Weighted average grant date fair value Vesting Consultant January - December 2017 250,000 $ 0.90 Immediately Consultant January - December 2016 45,000 $ 8.80 Immediately |
Share-based Compensation, Activity [Table Text Block] | The following table summarizes information about stock option activity for the nine months ended September 30, 2018: Options No. of options Weighted average exercise price Exercise price range Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2017 519,014 $ 9.80 $0.80 - $80.00 $ 9.40 $ - Granted 72,000 $ 0.27 $0.25-$0.34 $ 0.23 $ - Forfeited/cancelled (111,351 ) $ 22.23 $2.68-$80.00 $ 19.12 - Outstanding at September 30, 2018 479,663 $ 5.40 $0.25 - $61.00 $ 5.80 $ - Exercisable at September 30, 2018 356,787 $ 7.00 $0.25 - $61.00 $ 7.60 $ - | The following table summarizes information about stock option activity for the years ended December 31, 2017 and 2016: Options Weighted Weighted Aggregate Average Average Intrinsic Number Exercise Exercise Price Grant Date Value of Options Price Range Fair Value (000)s Outstanding at January 1, 2016 249,450 $ 31.20 $0.80-80.00 $ 39.40 $ - Granted 162,750 $ 9.20 $5.40-14.60 $ 6.80 - Exercised (23,835 ) $ 0.80 $0.80 $ 33.60 - Forfeited/Expired (17,608 ) $ 24.60 $8.00-71.60 $ 21.20 - Outstanding at December 31, 2016 370,757 $ 23.80 $0.80-80.00 $ 27.60 - Granted 366,500 2.60 $1.10-4.00 $ 2.40 - Exercised - $ - - $ - - Forfeited/Expired (218,243 ) $ 23.20 $0.80-71.60 $ 21.20 - Outstanding at December 31, 2017 519,014 $ 9.80 $0.80-80.00 $ 9.40 - Exercisable at December 31, 2017 345,638 $ 13.40 $0.80-80.00 $ 13.20 $ - |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes information about warrants outstanding at September 30, 2018: Number of Warrants Weighted Average Exercise Price Exercise price range Warrants outstanding at December 31, 2017 18,695,677 $ 3.00 $0.86-$200.00 Warrants issued 474,667 0.47 $ 0.47 Warrants increased 4,004,147 0.08 $ 0.08 Warrants exercised (34,820 ) .08 .08 Outstanding and exercisable at September 30, 2018 23,139,671 $ 1.61 $0.08-$200.00 | The following table summarizes information about warrants outstanding at December 31, 2017 and 2016: Number of Weighted Average Exercise Price Warrants Exercise Price Range Warrants outstanding at January 1, 2016 534,607 $ 78.60 $ 33.20-1,312 Warrants issued (1) 64,911 $ 14.80 $ 9.40-20.00 Expired (19,128 ) $ 404.40 $ 28.00-1,312 Warrants outstanding at December 31, 2016 580,390 $ 60.80 $ 9.40-200.00 Warrants issued (2) 18,116,507 $ 1.20 $ 4.00-10.00 Expired (1,220 ) $ 188.40 $ 170-200 Warrants outstanding at December 31, 2017 18,695,677 $ 3.00 $ 9.40-200.00 Warrants exercisable at December 31, 2017 18,695,577 $ 3.00 $ 9.40-200.00 1) Includes warrants to purchase an aggregate of 25,000 shares of our common stock, at an exercise price of $20.00 per share, exercisable immediately and expiring five years after the issuance date, issued in connection with the July 29, 2016 securities purchase agreement with certain institutional investors for issuance and sale of 158,730 shares of our common stock, for aggregate gross proceeds of $1.0 million as discussed below. 2) Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. |
Schedule Of Stock holders Equity Note Warrants Or Rights Granted [Table Text Block] | The following table illustrates warrants granted during the nine months ended September 30, 2018: Title Grant No. of warrants Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Investors January - September 2018 474,667 $ 0.47 $ 0.19 Six months Volatility 118 % Risk free interest rate 2.90 % Expected term, in years 5 Dividend yield 0.00 % The following table illustrates warrants granted during the nine months ended September 30, 2017: Title Grant date No. of warrants Weighted average exercise price Weighted average grant date fair value Vesting terms Assumptions used in Black-Scholes option pricing model Investors January - September 2017 52,910 $ 10.00 $ 3.80 Immediately Volatility 109 % Risk free interest rate 1.89 % Expected term, in years 5 Dividend yield 0.00 % Noteholders January - September 2017 387,597 $ 0.86 $ 1.96 Immediately Volatility 105 % Risk free interest rate 1.91 % Expected term, in years 5 Dividend yield 0.00 % | Below is the activity for the Company’s Series D Preferred Stock issuances for the periods presented ($ in thousands, except share amounts): Shares Amount Balance at January 1, 2016 963 $ 1,659 Accretion of Series D Preferred Stock - 7,973 Conversion of Series D Preferred Stock (963 ) (9,632 ) Balance at December 31, 2016 - $ - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Such excluded shares are summarized as follows: Three month period Nine month period ended September 30, ended September 30, 2018 2017 2018 2017 Common stock options 479,663 688,041 479,663 688,041 Shares issuable upon conversion of Series E Preferred Stock (including dividends and assuming $0.0759 price) 58,051,054 - 58,051,054 - Shares potentially issuable upon conversion of May 2018 convertible notes (assuming $0.375 price) 10,382,865 - 10,382,865 - Shares potentially issuable upon conversion of April 2017 convertible notes (assuming $1.00 floor price) - 152,355 - 152,355 Shares potentially issuable upon conversion of May 2017 convertible notes (assuming $1.00 floor price) - 480,000 - 480,000 Shares potentially issuable upon conversion of July 2017 Senior Secured convertible note (assuming ( 0.75 - 1,589,879 - 1,589,879 Share potentially issuable upon conversion of July 2017 convertible note (assuming $1.00 floor price) - 300,000 - 300,000 Shares potentially issuable upon conversion of August 2017 convertible note (assuming $1.00 floor price) - 858,000 - 858,000 Shares potentially issuable upon conversion of September 2017 convertible notes (assuming $1.00 conversion price) - 149,500 - 149,500 Warrants 23,139,671 1,019,627 23,139,671 1,019,627 Total shares excluded from calculation 92,053,253 5,237,402 92,053,253 5,237,402 | Accordingly, basic and diluted loss per share is the same. Such excluded shares are summarized as follows: Year Ended December 31, 2017 2016 Common stock options 519,014 370,757 Common shares issuable upon conversion of Series E Preferred Stock (not including dividends) 19,948,582 - Warrants 18,695,677 580,390 Total shares excluded from calculation 39,163,273 951,147 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under non-cancelable leases as of September 30, 2018 are as follows ($ in thousands): Period Ending September 30, Amount 2019 $ 91 2020 102 2021 105 2022 109 2023 112 Thereafter 124 Total $ 643 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of our deferred tax assets at December 31, 2017 and 2016 are as follows ($ in thousands): December 31, 2017 2016 Deferred tax assets: Property, plant & equipment $ 81 $ 5 Accrued liabilities 2,619 3,894 Losses on debt extinguishment 458 45 Net operating loss carryforwards - U.S. 13,591 13,420 Net operating loss carryforwards - Israel 6,766 6,766 Stock-based compensation 4,014 5,435 Gross deferred tax assets 27,529 29,565 Valuation allowance (27,529 ) (29,565 ) Gross deferred tax assets after valuation allowance - - Deferred tax liability - AmiKet IPR&D assets (4,142 ) (5,933 ) Net deferred tax liability $ (4,142 ) $ (5,933 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2017 and 2016 is as follows: For the Year Ended December 31, 2017 2016 U.S. federal statutory tax rate 34.0 % 34.0 % State income taxes, net of federal benefit (5.0 ) 4.9 U.S. vs. foreign tax rate differential (1.3 ) (1.0 ) Impact of tax law change (32.5 ) - Deferred tax adjustments (2.5 ) - Other (1.1 ) (2.1 ) Change in valuation allowance 18.3 (22.9 ) Effective tax rate 9.9 % 12.9 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | A reconciliation of our NOLs for the years ended December 31, 2017 and 2016 is as follows ($ in thousands): December 31, 2017 2016 U.S. Federal NOLs $ 49,157 $ 33,953 U.S. State NOLs 49,341 33,940 Israel NOLs 29,417 27,066 Total NOLs $ 127,915 $ 94,959 |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ($ in thousands): 2017 2016 Balance at January 1, $ 60 $ 50 Additions related to tax positions 10 10 Reductions related to tax positions - - Balance at December 31, $ 70 $ 60 |
Description of Business (Detail
Description of Business (Details Textual) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Disclosure Text Block [Abstract] | ||
Minimum Bid Price | $ 1 | $ 1 |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Going Concern Uncertainty Financial Condition And Managements Plans [Line Items] | |||||||
Working Capital Deficit | $ 14,500 | $ 14,500 | $ 2,200 | ||||
Retained Earnings (Accumulated Deficit) | (126,769) | (126,769) | (113,536) | $ (95,647) | |||
Net Income (Loss) Attributable to Parent | (4,132) | $ (6,051) | (13,233) | $ (14,740) | (17,889) | (32,661) | |
Net Cash Provided by (Used in) Operating Activities | (8,344) | (5,217) | (11,559) | (12,307) | |||
Cash and Cash Equivalents, at Carrying Value | $ 76 | $ 76 | $ 76 | $ 76 | $ 6,776 | $ 271 | $ 4,543 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Computer And Accessories [Member] | |
Property, Plant and Equipment, Depreciation Methods | Straight-line |
Computer And Accessories [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer And Accessories [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Equipment [Member] | |
Property, Plant and Equipment, Depreciation Methods | Straight-line |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Depreciation Methods | Straight-line |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross | $ 0 | $ 481 | |
Less accumulated depreciation | 0 | (165) | |
Property, Plant and Equipment, Net | $ 97 | 0 | 316 |
Computers And Software [Member] | |||
Property, Plant and Equipment, Gross | 0 | 103 | |
Equipment [Member] | |||
Property, Plant and Equipment, Gross | 0 | 284 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment, Gross | $ 0 | $ 94 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2013 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 12, 2017 | Apr. 11, 2017 | |
Significant Accounting Policies [Line Items] | ||||||
Impairment Of In-process Research and Development Expenses | $ 0 | $ 12,500,000 | ||||
Finite-lived Intangible Assets Acquired | $ 27,500,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 15,000,000 | 15,000,000 | 15,000,000 | |||
Proceeds from Sale of Property, Plant, and Equipment | 325,000 | |||||
Proceeds from Sale of Other Property, Plant, and Equipment | 267,000 | |||||
Proceeds from Sale of Intangible Assets | 58,000 | |||||
Depreciation | $ 19,000 | $ 88,000 | ||||
Concentration Risk, Percentage | 8.00% | 9.00% | ||||
Common Stock, Shares, Outstanding | 44,964,491 | 21,002,212 | 8,123,766 | |||
Adjustments to Additional Paid in Capital, Stock Split | $ 15,600,000 | |||||
Stockholders' Equity, Reverse Stock Split | 1-for-20 | |||||
Deferred Tax Liabilities, Gross | $ 70,000 | $ 60,000 | ||||
Accounting Standards Update 2016-02 [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Increase (Decrease) in Operating Assets | $ 500,000 | |||||
Common Stock [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Common Stock, Shares, Outstanding | 9,700,000 | 194,300,000 | ||||
IPR&D [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Impairment Of In-process Research and Development Expenses | $ 12,500,000 | |||||
Finite-lived Intangible Assets Acquired | $ 27,500,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details Textual) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 27, 2017USD ($) | Jul. 17, 2017USD ($)shares | Apr. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | May 14, 2018USD ($)$ / shares | Mar. 31, 2018USD ($) | Oct. 23, 2017shares | Jul. 29, 2016$ / shares | Jan. 29, 2016USD ($) | Jul. 29, 2015USD ($)$ / sharesshares | ||
Derivative Financial Instruments [Line Items] | ||||||||||||||
Derivative Liability | $ 200,000 | $ 180,000 | ||||||||||||
Shares To Be Issued On Approval | shares | 75,000 | |||||||||||||
Long-term Debt, Gross | $ 8,300,000 | $ 4,700,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 13,750 | 17,676,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | $ 1.20 | [1] | $ 50 | $ 0.47 | $ 20 | ||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 91,000 | |||||||||||||
Fair Value Adjustment of Warrants | $ 180,000 | |||||||||||||
Conversion of Stock, Shares Converted | shares | 963 | 300 | ||||||||||||
Carmelit Notes [Member] | ||||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||||
Derivative Liability | $ 207,750 | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 75,000 | |||||||||||||
Debt Instrument, Fair Value Disclosure | 5,250 | $ 42,750 | ||||||||||||
Changes in Fair Value Debt Instruments | 37,500 | 165,000 | ||||||||||||
2017 Derivative Liabilities [Member] | ||||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||||
Derivative Liability | $ 40,500 | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 50,000 | |||||||||||||
Debt Instrument, Fair Value Disclosure | 19,000 | 28,500 | $ 50,000 | |||||||||||
Changes in Fair Value Debt Instruments | $ 9,500 | $ 12,000 | ||||||||||||
Hercules Technology Growth Capital Inc [Member] | ||||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||||
Derivative Liability | $ 46,000 | |||||||||||||
Long-term Debt, Gross | $ 4,500,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 10,743 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 34 | |||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 300,000 | |||||||||||||
Fair Value Adjustment of Warrants | $ 38,000 | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 50 | |||||||||||||
Fair Value Adjustment of Warrants | 8,700,000 | |||||||||||||
Derivative Liability, Fair Value, Gross Liability | 8,700,000 | |||||||||||||
Credit Risk Derivatives, at Fair Value, Net | $ 0 | |||||||||||||
Conversion of Stock, Shares Converted | shares | (963) | 300 | ||||||||||||
Series D Preferred Stock [Member] | Stock Purchase Agreements [Member] | ||||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 12,000,000 | |||||||||||||
Preferred Stock Convertible Discount Rate | 5.00% | |||||||||||||
Debt Instrument, Term | 6 years 6 months | |||||||||||||
Convertible Preferred Stock Conversion Price Per Share | $ / shares | $ 50 | |||||||||||||
[1] | Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Hercules Warrant [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Balance at January 1, 2016 | $ 84 |
Change in estimated fair value of liability classified warrants | (38) |
Reclassification from liability to additional paid-in capital | (46) |
Balance at December 31, 2016 | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Series D Preferred Stock [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Balance at January 1, 2016 | $ 6,529 |
Change in estimated fair value of Series D Preferred Stock derivative liability | 8,694 |
Series D Preferred Stock conversions | (15,223) |
Balance at December 31, 2016 | $ 0 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details Textual) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Long-term Debt, Gross | $ 8.3 | $ 4.7 |
Licensing Agreements (Details T
Licensing Agreements (Details Textual) - USD ($) | Jul. 10, 2017 | Jan. 02, 2016 | May 02, 2012 | Nov. 30, 2017 | Jan. 31, 2017 | Jun. 30, 2015 | Mar. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2011 | Apr. 30, 2011 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 29, 2016 | Oct. 01, 2015 | Apr. 03, 2014 |
License Agreements [Line Items] | |||||||||||||||
Stock Issued During Period, Value, Other | $ 2,445,000 | ||||||||||||||
Royalties Percentage | 50.00% | ||||||||||||||
License Fee Payable | $ 100,000 | ||||||||||||||
Equivalent Number Of Shares Issuable After Reverse Stock Splits | 12,500 | ||||||||||||||
Milestone Payments For License Fees | $ 8,600,000 | ||||||||||||||
Sublicense Fee Percentage | 18.00% | ||||||||||||||
License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 20,000 | $ 300,000 | 100,000 | ||||||||||||
iCo [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Stock Issued During Period, Value, Other | $ 1,000,000 | ||||||||||||||
Milestone Payments For License Fees | $ 32,000,000 | ||||||||||||||
Class Of Warrant Or Right Issued | 10,000 | ||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 200,000 | ||||||||||||||
iCo [Member] | Exclusive License Rights [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | 1,700,000 | ||||||||||||||
Yissum [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Research Fees | 250,000 | ||||||||||||||
Lonza [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Royalty Rate Percent of Net Sales | 1.00% | ||||||||||||||
Royalty Rate Net Selling Price Of Product | 1.50% | ||||||||||||||
Shire Biochem [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Effect on Future Cash Flows, Amount | 26,000,000 | ||||||||||||||
Mab Life Sas [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Royalty Rate Percent of Net Sales | 0.60% | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 200,000 | ||||||||||||||
Business Acquisition Consideration Payable Gross | $ 600,000 | ||||||||||||||
Dalhousie University [Member] | Patent Coverage Available [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Royalty Rate Percent of Net Sales | 5.00% | ||||||||||||||
Dalhousie University [Member] | Data Protection Available [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Royalty Rate Percent of Net Sales | 3.00% | ||||||||||||||
Research And License Agreement [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Stock Issued During Period, Value, Other | $ 225,000 | ||||||||||||||
Stock Issued During Period, Shares, Other | 250,000 | ||||||||||||||
Cash Payment [Member] | iCo [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 500,000 | ||||||||||||||
Annual Payments License Cost [Member] | Lonza [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 500,000 | ||||||||||||||
Annual Payments Sublicense [Member] | Lonza [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 100,000 | ||||||||||||||
Cell Line Payments [Member] | Lonza [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Royalty Rate Percent of Net Sales | 2.00% | ||||||||||||||
Pint Pharma International Sa [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Milestone Payment Description | (i) 35% of Ceplene net sales in the Territory (ii) a milestone payment of $0.5 million when net sales of Ceplene in the Territory reach $10.0 million in any calendar year and (iii) a milestone payment of $1.25 million when net sales of Ceplene in the Territory reach $25.0 million in any calendar year (collectively, the “Ceplene Payments”). | ||||||||||||||
Research and Development Arrangement [Member] | Yissum [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Milestone Payments For License Fees | $ 4,500,000 | ||||||||||||||
Annual Increment In License Cost Percentage | 3.00% | ||||||||||||||
Annual Research Program Fund | $ 400,000 | ||||||||||||||
License And Research Agreement Effective Date | Jun. 25, 2020 | ||||||||||||||
Research and Development Arrangement [Member] | MaintenanceFee [Member] | Yissum [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Annual Increment In License Cost Percentage | 30.00% | ||||||||||||||
Research and Development Arrangement [Member] | Minimum [Member] | Yissum [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 30,000 | ||||||||||||||
Research and Development Arrangement [Member] | Maximum [Member] | Yissum [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 100,000 | ||||||||||||||
Research and Development Arrangement [Member] | Maximum [Member] | Duein Secondto Sixth Year [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 100,000 | ||||||||||||||
Bionanosim Ltd [Member] | Research And License Agreement [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Milestone Payments For License Fees | $ 4,500,000 | ||||||||||||||
Sublicense Fee Percentage | 18.00% | ||||||||||||||
Shares To BeIssued Upon Achievement | 250,000 | ||||||||||||||
Bionanosim Ltd [Member] | Research And License Agreement [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 500,000 | ||||||||||||||
Bionanosim Ltd [Member] | Minimum [Member] | Research And License Agreement [Member] | Maintenance [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | 30,000 | ||||||||||||||
Bionanosim Ltd [Member] | Maximum [Member] | Research And License Agreement [Member] | Maintenance [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 100,000 | ||||||||||||||
Bionanosim Ltd [Member] | Licensing Agreements [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | 300,000 | 500,000 | |||||||||||||
Bionanosim Ltd [Member] | In Process Research and Development [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Research Fees | 300,000 | $ 200,000 | |||||||||||||
Nanomabs [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Research Fees | 100,000 | ||||||||||||||
Royalty Rate Percent of Net Sales | 4.50% | ||||||||||||||
Percentage Of Equity Consideration | 8.00% | ||||||||||||||
Nanomabs [Member] | Research and Development Arrangement [Member] | Minimum [Member] | MaintenanceFee [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 30,000 | ||||||||||||||
Nanomabs [Member] | Research and Development Arrangement [Member] | Maximum [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | 1,800,000 | ||||||||||||||
Nanomabs [Member] | Research and Development Arrangement [Member] | Maximum [Member] | MaintenanceFee [Member] | License [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Cost of Goods and Services Sold | $ 100,000 | ||||||||||||||
Endo PharmaceuticalsInc [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Milestone Income Receivable | 52,500,000 | ||||||||||||||
Additional Milestone Income Receivable | $ 30,000,000 | ||||||||||||||
Satt Sudest [Member] | Sublicense And Option Agreement [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Upfront License Fee | $ 200,000 | ||||||||||||||
Ordinary Shares [Member] | iCo [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Other | 30,000 | ||||||||||||||
Ordinary Shares [Member] | Kadouche [Member] | |||||||||||||||
License Agreements [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Other | 40,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets [Line Items] | ||||||
Balance | $ 6,477 | $ 2,806 | $ 2,806 | $ 3,111 | ||
Additions | 4,310 | |||||
Amortization | $ (208) | $ (256) | (669) | (409) | (639) | (305) |
Impairment | 0 | $ 0 | (653) | 0 | ||
Balance | 5,155 | 5,155 | 6,477 | 2,806 | ||
Gross asset value | 7,513 | 7,513 | 8,760 | |||
Accumulated Amortization | (2,358) | (2,358) | (2,283) | |||
Balance | 5,155 | 5,155 | 6,477 | |||
Bertilimumab iCo [Member] | ||||||
Intangible Assets [Line Items] | ||||||
Balance | 1,419 | 1,586 | 1,586 | 1,753 | ||
Additions | 0 | |||||
Amortization | (126) | (167) | (167) | |||
Impairment | 0 | |||||
Balance | 1,293 | 1,293 | 1,419 | 1,586 | ||
Gross asset value | 2,509 | 2,509 | 2,509 | |||
Accumulated Amortization | (1,216) | (1,216) | (1,090) | |||
Balance | 1,293 | 1,293 | 1,419 | |||
NanomAbs Yissum [Member] | ||||||
Intangible Assets [Line Items] | ||||||
Balance | 383 | 429 | 429 | 475 | ||
Additions | 0 | |||||
Amortization | (36) | (46) | (46) | |||
Impairment | 0 | |||||
Balance | 347 | 347 | 383 | 429 | ||
Gross asset value | 694 | 694 | 694 | |||
Accumulated Amortization | (347) | (347) | (311) | |||
Balance | 347 | 347 | 383 | |||
Human Antibodies Kadouche [Member] | ||||||
Intangible Assets [Line Items] | ||||||
Balance | 381 | 428 | 428 | 475 | ||
Additions | 0 | |||||
Amortization | (23) | (47) | (47) | |||
Impairment | (358) | |||||
Balance | 0 | 0 | 381 | 428 | ||
Gross asset value | 0 | 0 | 700 | |||
Accumulated Amortization | 0 | 0 | (319) | |||
Balance | 0 | 0 | 381 | |||
Anti-ferritin Antibody Mablife [Member] | ||||||
Intangible Assets [Line Items] | ||||||
Balance | 318 | 363 | 363 | 408 | ||
Additions | 0 | |||||
Amortization | (23) | (45) | (45) | |||
Impairment | (295) | |||||
Balance | 0 | 0 | 318 | 363 | ||
Gross asset value | 0 | 0 | 547 | |||
Accumulated Amortization | 0 | 0 | (229) | |||
Balance | 0 | 0 | 318 | |||
Ceplene Acquisition Intangibles [Member] | ||||||
Intangible Assets [Line Items] | ||||||
Balance | 3,976 | $ 0 | 0 | 0 | ||
Additions | 4,310 | |||||
Amortization | (461) | (334) | 0 | |||
Impairment | 0 | |||||
Balance | 3,515 | 3,515 | 3,976 | $ 0 | ||
Gross asset value | 4,310 | 4,310 | 4,310 | |||
Accumulated Amortization | (795) | (795) | (334) | |||
Balance | $ 3,515 | $ 3,515 | $ 3,976 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Intangible Assets [Line Items] | ||
2,019 | $ 829 | $ 921 |
2,020 | 829 | 921 |
2,021 | 829 | 921 |
2,022 | 829 | 907 |
2,023 | 829 | 905 |
Thereafter | 1,010 | 1,902 |
Total | $ 5,155 | $ 6,477 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 15, 2017 | Nov. 17, 2016 | |
Intangible Assets [Line Items] | ||||||||
Amortization of Intangible Assets | $ 208 | $ 256 | $ 669 | $ 409 | $ 639 | $ 305 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||
Additional Fixed Consideration Payable | $ 3,000 | |||||||
Additional Fixed Consideration Payable Due in Year Four | 1,500 | |||||||
Initial Achievement of Revenue in Year Four | 12,000 | |||||||
Additional Fixed Consideration Payable Due in Year Five | 1,500 | |||||||
Initial Achievement of Revenue in Year Five | 15,000 | |||||||
Financial Obligations Contemplated by Asset Purchase Agreement | 5,000 | |||||||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | $ 0 | 653 | $ 0 | ||||
Meda Pharma SARL [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Fixed Consideration Payable in Installments over Three Year Period | 5,000 | |||||||
Present Value of Future Payments Due, Patents | $ 4,200 | $ 4,200 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 15.00% | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 3,700 | 3,700 | $ 3,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 900 | $ 900 | $ 1,400 | |||||
Maximum [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||
Minimum [Member] | ||||||||
Intangible Assets [Line Items] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Line Items] | |||
Professional fees | $ 83 | $ 284 | $ 414 |
Consulting fees | 967 | 832 | 0 |
License fees | 0 | 421 | 0 |
Dividends | 0 | 216 | 0 |
Salaries and employee benefits | 156 | 105 | 930 |
Severance | 307 | 0 | |
Advances and fees | 0 | 340 | |
Financing costs | 0 | 616 | |
Other | 166 | 262 | 320 |
Total | $ 1,679 | $ 2,120 | $ 2,620 |
Notes and Loan Payable (Details
Notes and Loan Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Aug. 24, 2017 | Dec. 31, 2016 | ||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | $ 8,332 | $ 4,753 | $ 4,181 | ||||||
Notes and loans payable, net of debt discount, current portion | 7,462 | 3,296 | 2,739 | ||||||
Notes and loans payable, noncurrent portion | 870 | 1,457 | 1,442 | ||||||
Total notes and loans payable, net of discount | 8,332 | 4,753 | 4,181 | ||||||
Loans Payable [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [1] | 0 | 2,857 | ||||||
Total notes and loans payable, net of discount | [1] | 0 | 2,857 | ||||||
July 2017 Senior Secured Convertible Promissory Note [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | 0 | [2] | $ 1,200 | 0 | [2] | ||||
Total notes and loans payable, net of discount | 0 | [2] | $ 1,200 | 0 | [2] | ||||
April 2017 Convertible Notes [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [3] | 0 | 0 | ||||||
Total notes and loans payable, net of discount | [3] | 0 | 0 | ||||||
May 2017 Convertible Notes [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | 0 | [4] | $ 3,100 | 0 | [4] | ||||
Total notes and loans payable, net of discount | 0 | [4] | $ 3,100 | 0 | [4] | ||||
July 2017 Convertible Notes [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [5] | 0 | 0 | ||||||
Total notes and loans payable, net of discount | [5] | 0 | 0 | ||||||
August 2017 Convertible Note [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [6] | 0 | 0 | ||||||
Total notes and loans payable, net of discount | [6] | 0 | 0 | ||||||
September 2017 Convertible Notes [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [7] | 0 | 0 | ||||||
Total notes and loans payable, net of discount | [7] | 0 | 0 | ||||||
Mablife Notes Payable [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | 0 | [8] | 394 | [8] | 387 | [9] | |||
Total notes and loans payable, net of discount | 0 | [8] | 394 | [8] | 387 | [9] | |||
Asset Acquisition Payable [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | 4,555 | [10] | 4,359 | [10] | 0 | [11] | |||
Total notes and loans payable, net of discount | 4,555 | [10] | 4,359 | [10] | 0 | [11] | |||
Convertible Notes Payable [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [12] | 0 | 937 | ||||||
Total notes and loans payable, net of discount | [12] | 0 | $ 937 | ||||||
Convertible Notes Five [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [13] | 100 | 0 | ||||||
Total notes and loans payable, net of discount | [13] | 100 | 0 | ||||||
Convertible Notes Two [Member] | |||||||||
Notes and Loans Payable [Line Items] | |||||||||
Total notes and loans payable | [14] | 3,677 | 0 | ||||||
Total notes and loans payable, net of discount | [14] | $ 3,677 | $ 0 | ||||||
[1] | On July 29, 2015, the Company and Immune Pharmaceuticals USA Corp., a wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement (“Loan Agreement”) pursuant to which Hercules agreed to lend $4.5 million to us with an option to borrow an additional $5.0 million prior to June 15, 2016, subject to the achievement of certain clinical milestones and other conditions. As of June 15, 2016, we had not met certain of the milestones described in the Loan Agreement required in order to borrow an additional $5.0 million and as a result the option expired. The Loan Agreement is collateralized by a first priority perfected security interest in all tangible and intangible assets of the Company and its subsidiaries. The Loan Agreement is senior in priority to all other Company indebtedness. The interest rate on the Hercules Loan is calculated at the greater of 10% or the prime rate plus 5.25%. We may prepay the Hercules Loan at any time, subject to certain prepayment penalties. Hercules may optionally convert up to $1.0 million of the unpaid principal balance of the loan in any subsequent institutionally led Company financing on the same terms, conditions and pricing applicable to such subsequent financing. This option to convert the loan to equity would be at the then fair value of our equity. Because the option to convert will be at the same terms and pricing as the new investors will be paying in the subsequent Company financing, the option is deemed to have minimal value for financial reporting purposes. The Hercules Loan’s matures on September 1, 2018 and includes an interest-only payment period for the first nine months following initial funding of the loan, after which escalating principal payments of $0.1 million per month began on April 1, 2016. Interest expense for the year ended December 31, 2016 was $0.4 million. As of December 31, 2016, we had made $1.2 million in principal repayments. The Loan Agreement includes an end of term charge of $0.5 million payable on the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding secured obligations under the Loan Agreement in full, or (iii) the date that the secured obligations under the Loan Agreement become due and payable in full (as described in the Loan Agreement). We accrue a portion of the end of term charge for each reporting period and will accrue up to the full $0.5 million charge over the 37-month term of the Hercules Loan because this charge is deemed a cost of the debt. For the year ended December 31, 2016, we had recorded a charge of approximately $0.2 million, in interest expense in our consolidated statements of operations related to the Loan Agreement. We recorded $1.3 million in debt issuance costs relating to placement agent fees, legal fees, closing costs and the fair value of the placement agent warrants in its consolidated balance sheets upon execution of the Loan Agreement. We early adopted ASU | ||||||||
[2] | On July 7, 2017, Immune and Immune Pharmaceuticals USA Corp. (together, the “Borrower”), Hercules and certain subsidiaries of our subsidiaries, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with MEF I, L.P. (the “Investor”) whereby Hercules assigned to the Investor the existing amount outstanding under the Loan Agreement. Also on the Closing Date, we entered into an Exchange Agreement with the Investor (the “Exchange Agreement”) whereby we issued to the Investor a senior secured convertible promissory note with a principal amount of $2,974,159 (the “Exchange Note”) in exchange for the Hercules Loan. The Exchange Note is convertible, at the option of the holder, into shares of our common stock, par value $0.001 per share, at a per share price of $2.95 (the “Fixed Conversion Price”) subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share and subject to a total beneficial ownership limitation of 4.99% of our issued and outstanding common stock. The Exchange Note is due one year from the issue date. The Exchange Note is repayable through equal monthly amortization payments during the term of the Exchange Note, in cash or in shares of common stock at the Amortization Conversion Price (as defined in the Exchange Note). The holder has the option to accelerate each amortization payment in up to three separate payments and demand such payments in shares of our common stock. We concluded that the assignment and debt exchange should be accounted for as an extinguishment of debt because we were released of our obligation to Hercules and issued new debt to the Investor. We calculated the fair value of the new debt at the date of assignment of July 7, 2017 to be $3.4 million based on the principal of the new debt of approximately $3.0 million plus guaranteed interest of $0.4 million. The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of our common stock during the 15 trading days immediately preceding conversion. The fair value of the conversion discount was calculated to be $0.6 million, which was recorded as loss on extinguishment and additional paid in capital. We recorded the difference between the fair value of the new debt of $3.4 million and the net carrying amount of the extinguished debt of $2.5 million as a loss on extinguishment of $0.9 million in the consolidated statements of operations during the year ended December 31, 2017. During the year ended December 31, 2017, the Investor converted approximately $2.2 million of aggregate principal and accrued interest into 1,991,864 shares of our common stock. In October 2017, we paid the Investor $1.4 million in cash, representing the remaining aggregate principal and accrued interest on the Exchange Note of $1.2 million and a cash redemption fee of $0.2 million. For the year ended Decembe | ||||||||
[3] | On April 10, 2017, we entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which EMA purchased an aggregate principal amount of $525,000 of Convertible Notes for an aggregate purchase price of $450,000 (the “April 2017 Convertible Notes”). The April 2017 Convertible Notes included a 5% origination fee of $25,000 and a 10% original issue discount of $50,000 that was added to the face amount of the April 2017 Convertible Notes. The April 2017 Convertible Notes bear interest at a rate of 6.0% per annum, payable in arrears on the maturity date of April 10, 2018 (the “Maturity Date”). The April 2017 Convertible Notes are convertible into shares of our common stock, after the effectiveness of a Registration Statement, at a conversion price equal to the lower of $2.80 or seventy-five percent (75%) of the lowest trading price of our common stock during 15 trading days immediately preceding conversion (“Conversion Date”). We calculated the fair value of this conversion feature as $175,000 and recorded that amount as interest expense with an offset to additional paid-in capital. We issued to EMA 83,333 warrants with an exercise price of $4.00 per share (subject to adjustment) which may be exercisable on a cashless basis in accordance with the terms of the warrants. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants, then the exercise price is reduced and the number of warrant shares issuable is increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price is equal to the aggregate exercise price prior to such adjustment. We calculated the fair value of these warrants using the Monte Carlo model. We allocated the proceeds from the issuance of the April 2017 Convertible Notes between the debt and the warrants using the allocated fair value method and the value assigned to the warrants of $180,000 was recorded as interest expense with an offset to additional paid-in capital. On May 3, 2017, we signed a Waiver Letter with EMA whereby we agreed to prepay a portion of the April 2017 Convertible Notes and EMA agreed to participate in the May 2017 Convertible Notes financing transaction described below. Additionally, we amended the April 2017 Convertible Notes to provide that the notes are convertible into shares of our common stock after the effectiveness of the Registration Statement at a conversion price equal to the lower of $2.80 or sixty-five percent (65%) of the lowest trading price of our common stock during 15 trading days immediately preceding a Conversion Date. On May 4, 2017, EMA converted outstanding notes with a principal balance of $123,000 plus a prepayment premium of $31,000, for a total of $154,000, and applied that amount to the purchase of May 2017 Convertible Notes (see below). We determined that the amendmen | ||||||||
[4] | On May 4, 2017, we entered into a securities purchase agreement (the “May 2017 Purchase Agreement”), with several institutional investors (the “Investors”) regarding a multi-tranche private placement of up to $3.4 million of principal amount of convertible notes (the “May 2017 Convertible Notes”). The first tranche, consisting of the sale of convertible notes with a principal balance of $2.0 million and the issuance of 361,455 shares of our common stock closed on May 9, 2017. The second tranche, consisting of the sale of convertible notes with a principal balance of $360,000 and the issuance of 60,000 shares of our common stock closed on May 22, 2017. The May 2017 Convertible Notes are due and payable upon the earlier of (a) November 9, 2017 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holders of the May 2017 Convertible Notes have the option to extend the maturity date of the notes through February 7, 2018. We recorded the issuance of the shares as original issue discount relating to the convertible notes and used the allocated fair value method to determine the amount of discount. The fair value of the shares of common stock at time of issuance was $0.6 million. On June 29, 2017, we entered into a letter agreement with the Investors whereby we waived the right to issue the remaining May 2017 Convertible Notes issuable in the subsequent tranches and the Investors agreed to amend the May 2017 Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. Pursuant to the May 2017 Purchase Agreement, the May 2017 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due if we have not filed a S-1 registration statement for a follow-on offering by June 3, 2017. Additionally, interest on the May 2017 Convertible Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below $1.00. We filed the S-1 Registration Statement on June 30, 2017 and recorded the Mandatory Default Amount of $1.0 million as interest expense, of which $0.9 million represents an additional 40% of principal and $60,000 represents interest at a rate of 2% per month on the outstanding principal balance (including the additional 40%). On August 24, 2017, we agreed to reduce the | ||||||||
[5] | On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of $0.3 million of original issue discount convertible notes (the “Carmelit Notes”) for net proceeds of $0.25 million ($50,000 original issue discount) which are convertible into shares of our common stock upon shareholder approval. The proposed terms of the notes are as follows: the notes are convertible into an aggregate of 101,695 shares of our common stock based upon a conversion price of $2.95 per share, subject to adjustment but in no event below $1.00 per share. The Carmelit Notes are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder has the option to extend the maturity date of the notes through October 17, 2018. Also, the holder is entitled to receive 75,000 shares of our common stock subject to approval by our shareholders. The transaction was consummated on August 24, 2017. We repaid the Carmelit Notes in full in November 2017. We accounted for the obligation to issue Carmelit 75,000 shares as a derivative under ASC 815 because shareholder approval is not within our control and failure to obtain the approval would trigger net-cash settlement. Therefore, we classified the obligation as a liability with an offset to debt discount on the debt in our consolidated financial statements, recorded at fair value and subject to mark to market until the shares are issued upon shareholder approval. The 75,000 shares had a fair value of $0.2 million on July 17, 2017 based on the closing price of our shares on that date. As of December 31, 2017, the 75,000 shares had a fair value of $43,000 based on the closing price of our shares. For the year ended December 31, 2017, interest expense was $263,000 related to the July 2017 Convertible Notes for the amortization of original issue discount. | ||||||||
[6] | On August 24, 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $858,000 in aggregate principal amount of original issue discount convertible notes (the “August 2017 Convertible Notes”) with net proceeds of $515,000 (original issue discount of $343,000) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, subject to adjustment but in no event below $1.00 per share. The transaction was consummated on August 30, 2017. The August Convertible Notes are due and payable upon the earlier of (a) February 28, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3.0 million in the aggregate. The holder has the option to extend the maturity date through May 28, 2018. We repaid the August 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $343,000 related to the August 2017 Convertible Notes for the amortization of original issue discount. | ||||||||
[7] | In September 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $149,500 in aggregate principal amount of original issue discount convertible notes (the “September 2017 Convertible Notes”) with net proceeds of $115,000 (original issue discount of $34,500) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event below $1.00 per share. We repaid the September 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $35,000 related to the September 2017 Convertible Notes for the amortization of original issue discount. | ||||||||
[8] | In March 2012, we acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights to provide that the remaining payments of $0.1 million per year would be due each year in 2016 and 2017. We did not make those payments on a timely basis.In February 2014, we acquired from MabLife, through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, we agreed to pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 would be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. We did not make those payments on a timely basis.During the first quarter of 2015, MabLife informed us that it had filed for bankruptcy. On May 30, 2017, we received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017. In December 2017, we reached an agreement with the bankruptcy court-liquidator to settle all amounts due to Mablife for a payment of approximately $205,000. We paid the settlement amount in January 2018 and received confirmation by the commercial court on May 28, 2018. Based on this approved settlement, we wrote off the remaining $181,000 of debt to gain on extinguishment of debt in the three months ended June 30, 2018.For the nine months ended September 30, 2018 and 2017, interest expense was $0. | ||||||||
[9] | In March 2012, we acquired from MabLife SAS (“MabLife”) through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the anti-Ferritin mAb, AMB8LK, including its nucleotide and protein sequences and its ability to recognize human acid and basic ferritins. The consideration was as follows: (i) $0.6 million payable in six annual installments (one of such installments being an upfront payment made upon execution of the agreement), and (ii) royalties of 0.6% of net sales of any product containing AMB8LK or the manufacture, use, sale, offering or importation of which would infringe on the patent rights with respect to AMB8LK. In February 2014, the parties revised the payment arrangement for the purchase of the original assignment rights to provide that the remaining payments of $0.1 million per year would be due each year in 2016 and 2017. We did not make those payments on a timely basis. In February 2014, we acquired from MabLife, through an assignment agreement, all rights, titles and interests in and to the patent rights, technology and deliverables related to the use of anti-ferritin monoclonal antibodies in the treatment of some cancers, nucleotide and protein sequences of an antibody directed against an epitope common to human acidic and basic ferritins, monoclonal antibodies or antibody-like molecules comprising these sequences. As full consideration for the secondary patent rights, we agreed to pay a total of $150,000 of which $15,000 and $25,000 was paid in 2014 and 2013, respectively, and $25,000 would be paid on the second through fourth anniversary of the agreement and an additional $35,000 on the fifth anniversary of the agreement. We did not make those payments on a timely basis. For the years ended December 31, 2017 and 2016, interest expense was $0 and $49,000, respectively. During the first quarter of 2015, MabLife informed us that it had filed for bankruptcy. On May 30, 2017, we received a summons from the bankruptcy court-liquidator to appear before the commercial court of Evry, France on September 19, 2017. In December 2017, we reached an agreement with the bankruptcy court-liquidator to settle all amounts due to Mablife for a payment of approximately $205,000. We paid the settlement amount in January 2018 and are awaiting confirmation by the commercial court. | ||||||||
[10] | In conjunction with the Asset Purchase Agreement with Meda described in Note 6, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.7 million and $0.9 million, respectively, representing the amount due to Meda calculated on a present value basis. For the nine months ended September 30, 2018, interest expense was $195,000.We are currently in default under the Asset Purchase Agreement. If not cured, we bear significant risk to our business plan regarding Ceplene, including the loss of such rights. Under the Asset Purchase Agreement, we were obligated to make payments to Meda of $1,500,000 (the “First Initial Consideration”) no later than December 15, 2017 and $1,500,000 on June 15, 2018. Under that agreement, we had a 30-day grace period to make the payment of the First Initial Consideration or agree to a payment plan with Meda. On January 31, 2018, Meda delivered to us a default notice, demanding payment of the First Initial Consideration no later than February 15, 2018. We have yet to make any payments to Meda. Accordingly, Meda could terminate the Asset Purchase Agreement and cause us to forfeit the European rights to Ceplene without consideration to us and cancel our further obligations under the agreement except the First Initial Consideration would remain due and payable. If such action were to occur, we would need to either agree to a new license with Meda or renegotiate terms of a purchase from Meda of the European rights to Ceplene. There can be no guarantee that that we would be able to come to terms with Meda. Loss of the European rights to Ceplene would impair our ability to execute our business plan with respect to our oncology related assets and have a negative effect on our financial condition. | ||||||||
[11] | In conjunction with the Asset Purchase Agreement with Meda described in Note 7, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.0 million and $1.4 million, respectively, representing the amount due to Meda calculated on a present value basis. For the year ended December 31, 2017, interest expense was $141,000. See Note 15 for discussion of our default on this debt. | ||||||||
[12] | On November 17, 2016, we entered into a securities purchase agreement with HLHW IV, LLC (“HLHW”), pursuant to which HLHW purchased an aggregate principal amount of $1,050,000 of Subordinated Convertible Notes for an aggregate purchase price of $1,000,000 (“Convertible Notes”), representing a principal amount of the Notes of $1,000,000 plus an original issue discount of 5% which is $50,000. The Convertible Notes bear interest at a rate of 7.0% per annum, payable in arrears on the maturity date of November 17, 2017. The Notes are convertible into shares of our common stock at any time from the date of issuance of the Notes, at a conversion price equal to eighty percent (80%) of the lowest intraday bid price on the date of conversion (“conversion date”); provided the lowest intraday bid price on such conversion date is above the lowest closing bid price on the closing date (“Market Price”). In the event on the conversion date, the lowest intraday bid price is less than the Market Price, then in that instance, the conversion price on that conversion date will be equal to the lowest intraday bid price. On the maturity date, we have the option to pay the amount being redeemed; including accrued but unpaid interest, in cash, shares or any combination of cash and shares of our common stock. In addition, if at any time the lowest intraday bid price falls below $5.00 per share, the holder may elect to redeem up to $350,000 of the outstanding principal, interest and any amounts due under the Convertible Notes; provided, however, we may only use the proceeds from the sale of common stock pursuant to the terms of the Common Stock Purchase Agreement, dated November 17, 2016 (“CS Purchase Agreement”) entered into with HLHW to redeem the Convertible Notes. The Convetible Notes are subordinated to the Loan Agreement with Hercules Capital. This redemption process may be repeated once every five business days, at the election of Holder, until the Convertible Notes are fully satisfied. The foregoing notwithstanding, HLHW may convert any or all of these Convertible Notes into shares of our common stock at any time. The Convertible Notes also includes certain of events of defaults which at any time after HLHW becomes aware of may require the redemption of all or any portion of the Convertible Notes by delivery of a written notice to us. Each portion of the Convertible Notes subject to redemption shall be redeemed at a price equal to the greater of 18% per annum or the maximum rate permitted under applicable law of the conversion amount being redeemed, together with liquidated damages of $250,000. As part of the agreement, we paid approximately $0.1 million in debt issuance costs and discount. On December 16, 2016, we entered into Amendment No. 1 to the Purchase Agreement, which amended the Purchase Agreement to provide that in no circumstance shall the conversion price be lower than $2.00 per share of our com | ||||||||
[13] | On September 12, 2018, we entered into a securities purchase agreement (the “Purchase Agreement”) with Power Up Lending Group Ltd. (the “Purchaser”) for the sale of $103,000 in aggregate principal amount of convertible notes (the “September 2018 Notes”) which was consummated on September 14, 2018. The September 2018 Notes bear interest at a rate of 12% per annum, payable in arrears on the maturity date of September 11, 2019, or upon acceleration or by prepayment. Any amount of principal or interest on the September 2018 Notes which is not paid when due shall bear interest at a rate of 22% per annum from the due date thereof until the same is paid. At any time during the one-hundred seventy (170) days ended March 1, 2019, we may prepay the Notes by paying a prepayment premium between 15% and 35%, based on the date paid, of the outstanding principal plus accrued and unpaid interest. The September 2018 Notes are convertible into shares of our common stock, par value $0.0001 per share, beginning on March 1, 2019 at a conversion price equal to sixty-one percent (61%) of the average of the lowest two closing bid prices of our common stock during the twenty (20) trading days immediately preceding conversion. The number of shares issuable upon any conversion is limited to 4.99% of our then issued and outstanding common stock. There are no registration rights or warrants being granted to the Purchaser in this transaction. In October 2018, we repaid the September 2018 Notes in full, which included a prepayment premium of 20% and accrued interest. | ||||||||
[14] | On May 14, 2018, we entered into a securities purchase agreement (the “May 2018 Purchase Agreement”) with certain institutional investors for the sale of $2,781,000 in aggregate principal amount of original issue discount convertible notes with net proceeds of $2,007,000 (the “May 2018 Convertible Notes”) which was consummated on May 18, 2018. The May 2018 Convertible Notes included a 20% original issue discount of $556,000, an 8% placement agent fee of $178,000 and other placement agent expenses of $40,000. In addition, the placement agent received 474,667 warrants with an exercise price of $0.47 per share and are exercisable as of November 18, 2018. We calculated the fair value of these warrants as $91,000 using the Black-Scholes model and recorded the fair value as debt discount with an offset to additional paid-in capital. Original issue discount and debt issuance costs was $865,000 and is being amortized over six months. The May 2018 Convertible Notes are convertible at any time at a conversion price of $0.375 per share, subject to adjustment upon an event of default or significant corporate transaction, provided that unless shareholder approval is obtained, the maximum amount of shares of our common stock that may be issued upon conversion is 6,397,456 shares of common stock (or 19.99% of the issued and outstanding shares of common stock on the closing date). The conversion price is not subject to adjustment for future equity issuances at prices below the then prevailing conversion price and we are under no obligation to obtain shareholder approval in connection with the offering. The May 2018 Convertible Notes are due and payable upon the earlier of (a) November 18, 2018 and (b) the closing by of one or more subsequent financings with gross proceeds equal to at least $3,000,000 in the aggregate. The holders of the May 2018 Convertible Notes have the option to extend the maturity date of the notes through February 18, 2019. The May 2018 Convertible Notes represent senior indebtedness of the Company. The May 2018 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages, due if our common stock shall not be eligible for listing or quotation for trading on NASDAQ and shall not be eligible to resume listing or quotation for trading thereon within five trading days. Additionally, interest on the May 2018 Convertible Notes would accrue daily at an interest rate of 1.5% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at a price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below par value.On June 4, 2018, we received a notice from the St |
Notes and Loan Payable (Detai_2
Notes and Loan Payable (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Period Ending September 30, | ||
2,019 | $ 7,997 | $ 3,367 |
2,020 | 1,000 | 1,000 |
2,021 | 1,020 | |
Total | $ 8,997 | $ 5,387 |
Notes and Loan Payable (Detai_3
Notes and Loan Payable (Details Textual) - USD ($) | Sep. 12, 2018 | Aug. 14, 2018 | May 14, 2018 | Dec. 15, 2017 | May 22, 2017 | May 04, 2017 | Feb. 03, 2017 | Oct. 09, 2018 | Sep. 30, 2018 | Jul. 26, 2018 | May 31, 2018 | May 28, 2018 | May 18, 2018 | May 09, 2018 | Oct. 31, 2017 | Aug. 24, 2017 | Jul. 31, 2017 | Jul. 17, 2017 | Jul. 07, 2017 | Jun. 30, 2017 | Jun. 15, 2017 | May 31, 2017 | May 30, 2017 | May 03, 2017 | Apr. 30, 2017 | Apr. 10, 2017 | Nov. 30, 2016 | Nov. 17, 2016 | Jul. 29, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | Oct. 31, 2018 | Aug. 31, 2017 | Dec. 16, 2016 | Jul. 29, 2016 | Jul. 15, 2016 | Jan. 29, 2016 | Dec. 31, 2015 | Apr. 30, 2014 | Feb. 28, 2014 | Mar. 31, 2012 | ||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | $ 498,000 | $ 1,440,000 | $ 300,000 | $ 844,000 | $ 4,637,000 | $ 3,655,000 | $ 1,555,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Fixed Consideration Payable in Installments Over Three Year Period description | In conjunction with the Asset Purchase Agreement with Meda described in Note 7, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 2,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 181,000 | 0 | (2,145,000) | 181,000 | (2,145,000) | $ (2,145,000) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds From Convertible Notes Two | 2,007,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 91,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 865,000 | $ 2,648,000 | $ 606,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Warrant Issued | 474,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.47 | $ 3 | $ 1.20 | [1] | $ 20 | $ 50 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 404,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Liquidated Damages | $ 0 | 0 | $ 1,112,000 | 0 | $ 1,763,000 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum Bid Price | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||
Mandatory Default Amount Percentage on Principal | 40.00% | 40.00% | 40.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed Dividend | $ (5,541,000) | $ 0 | $ (11,140,000) | 0 | $ (6,864,000) | $ (7,973,000) | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 17, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 0 | 154,000 | $ 154,000 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Term Charge Description | The Loan Agreement includes an end of term charge of $0.5 million payable on the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding secured obligations under the Loan Agreement in full, or (iii) the date that the secured obligations under the Loan Agreement become due and payable in full (as described in the Loan Agreement). We accrue a portion of the end of term charge for each reporting period and will accrue up to the full $0.5 million charge over the 37-month term of the Hercules Loan because this charge is deemed a cost of the debt. For the year ended December 31, 2016, we had recorded a charge of approximately $0.2 million, in interest expense in our consolidated statements of operations related to the Loan Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 8,300,000 | $ 8,300,000 | 8,300,000 | 4,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Additional Borrowing | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Long-term Debt | 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 202,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Term Charges | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized Debt Issuance Expense | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate Terms | Pursuant to the May 2017 Purchase Agreement, the May 2017 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due if we have not filed a S-1 registration statement for a follow-on offering by June 3, 2017. Additionally, interest on the May 2017 Convertible Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below $1.00. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Payable | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 205,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | $ 8,332,000 | 8,332,000 | 8,332,000 | $ 4,753,000 | 4,181,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 91,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Interest Rate Per Month Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of Debt Issuance Costs | 0 | 57,000 | $ 57,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Convertible Instrument Shares Issuable Upon Term Of Debentures | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds From Convertible Debt Two | $ 250,000 | 0 | 245,000 | $ 245,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion ConvertibleI nstrument Value Of Shares Issuable Upon Term Of Debentures | 43,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 200,000 | $ 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds From Convertible Debt Four | 0 | $ 115,000 | 115,000 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Description | On the maturity date, we have the option to pay the amount being redeemed; including accrued but unpaid interest, in cash, shares or any combination of cash and shares of our common stock. In addition, if at any time the lowest intraday bid price falls below $5.00 per share, the holder may elect to redeem up to $350,000 of the outstanding principal, interest and any amounts due under the Convertible Notes; | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 250,000 | $ 260,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Redemption Premium | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, Exercise Price, Decrease | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed Dividend | 572,000 | 572,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price, Decrease | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed Dividend | $ 10,127,000 | 10,127,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | $ 200 | $ 200 | $ 200 | $ 200 | $ 200 | $ 200 | 1,312 | |||||||||||||||||||||||||||||||||||||||||||||
Prepayment Premium Rate | 35.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | $ 0.08 | $ 9.40 | $ 0.08 | $ 9.40 | $ 0.86 | $ 9.40 | $ 33.20 | |||||||||||||||||||||||||||||||||||||||||||||
Hercules Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Long-term Debt | 2,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Hlhw Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Unamortized Discount Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal Amount Outstanding of Loans Held-in-portfolio | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
HlhwIv Llc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 1,350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 104,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 180,000 | 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of Debt Issuance Costs | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 120.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | 825,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Hercules Technology Growth Capital Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 1, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 4,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Additional Borrowing | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 900,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate Terms | The interest rate on the Hercules Loan is calculated at the greater of 10% or the prime rate plus 5.25%. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 46,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Meda Pharma SARL [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed Consideration Payable in Installments Over Three Year Period description | In conjunction with the Asset Purchase Agreement with Meda described in Note 6, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | $ 3,700,000 | $ 3,700,000 | $ 3,700,000 | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 900,000 | 900,000 | 900,000 | $ 1,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payments for Asset Purchase Agreement Amount | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit, Current | $ 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mablife Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 0 | $ 0 | 0 | 49,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | 205,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Subordinated Convertible Notes [Member] | HlhwIv Llc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 525,000 | $ 1,050,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 450,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Unamortized Discount Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Origination Fee Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument For Origination Fee | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset Acquisition Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 195,000 | 141,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | $ 4,555,000 | [2] | 4,555,000 | [2] | 4,555,000 | [2] | 4,359,000 | [2] | 0 | [3] | |||||||||||||||||||||||||||||||||||||||||||
Asset Acquisition Payable [Member] | Meda Pharma SARL [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation, Due in Second Year | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation, Due in Third Year | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation Due In First Year | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,781,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 556,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds From Convertible Notes Two | $ 2,007,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Unamortized Discount Percentage | 20.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt InstrumentPlacement Agent Fee Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Placement Agent Fee | $ 178,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Placement Agent Fee | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0759 | $ 0.375 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Maximum Shares to be Issued | 6,397,456 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The May 2018 Convertible Notes are due and payable upon the earlier of (a) November 18, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3,000,000 in the aggregate. The holders of the May 2018 Convertible Notes have the option to extend the maturity date of the notes through February 18, 2019. The May 2018 Convertible Notes represent senior indebtedness of the Company. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 433,000 | $ 649,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 19.99% | 1.50% | 19.99% | 19.99% | |||||||||||||||||||||||||||||||||||||||||||||||||
Liquidated Damages | $ 1,112,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Debt Default Percentage | 140.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 175 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | [4] | $ 3,677,000 | $ 3,677,000 | $ 3,677,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Five [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 11, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | conversion price equal to sixty-one percent (61%) of the average of the lowest two closing bid prices of our common stock during the twenty (20) trading days immediately preceding conversion | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Shares Issued Description | The number of shares issuable upon any conversion is limited to 4.99% of our then issued and outstanding common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Default Interest Rate | 22.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | [5] | $ 100,000 | $ 100,000 | $ 100,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Five [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayment Premium Rate | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan and Security Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 423,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan and Security Agreement [Member] | Interest Rate [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 143,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
April 2017 Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 607,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 85,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 280,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 25.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | 180,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 462,323 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | [6] | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument For Origination Fee | 55,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument After Payment For Attorney Fees | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
April 2017 Convertible Notes [Member] | Institutional Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
April 2017 Convertible Notes [Member] | Institutional Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
April 2017 Convertible Notes [Member] | Subordinated Convertible Notes [Member] | HlhwIv Llc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 154,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 25,000 | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 97,000 | $ 123,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.80 | $ 2.80 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 105,000 | $ 175,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 65.00% | 75.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 83,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Secured Debt | 122,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,974,159 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 2,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of our common stock during the 15 trading days immediately preceding conversion. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Note Convertible Option Description | beneficial ownership limitation of 4.99% of our issued and outstanding common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | 3,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Revised Fair Value | 3,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,991,864 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | 1,200,000 | $ 0 | [7] | 0 | [7] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Senior Secured Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Senior Secured Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.95 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 236,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2017 Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | [8] | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 2017 Convertible Note [Member] | HlhwIv Llc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 343,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2017 Convertible Note [Member] | Institutional Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 858,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 343,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The August Convertible Notes are due and payable upon the earlier of (a) February 28, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3.0 million in the aggregate. The holder has the option to extend the maturity date through May 28, 2018. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 515,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2017 Convertible Note [Member] | Institutional Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
August 2017 Convertible Note [Member] | Institutional Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
May 2017 Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 1,186,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mandatory Default Amount Portion Of Principal | 40.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Long-term Debt | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 3,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,409,946 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 1,860,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | $ 3,100,000 | 0 | [9] | 0 | [9] | ||||||||||||||||||||||||||||||||||||||||||||||||
Liquidation Damages | 938,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
May 2017 Convertible Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.89 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
May 2017 Convertible Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
May 2017 Convertible Notes [Member] | HlhwIv Llc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 3,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 60,000 | 361,455 | |||||||||||||||||||||||||||||||||||||||||||||||||||
May 2017 Convertible Notes [Member] | HlhwIv Llc [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 360,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 263,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | [10] | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Convertible Notes [Member] | Carmelit 9 Nehassim Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The Carmelit Notes are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder has the option to extend the maturity date of the notes through October 17, 2018. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Convertible Instrument Shares Issuable Upon Term Of Debentures | 101,695 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Convertible Instrument Additional Shares Issuable Upon Approval Of Shareholders | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Convertible Notes [Member] | Carmelit 9 Nehassim Ltd [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.95 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
July 2017 Convertible Notes [Member] | Carmelit 9 Nehassim Ltd [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
September 2017 Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable | [11] | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September 2017 Convertible Notes [Member] | Institutional Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 149,500 | 149,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 34,500 | $ 34,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds From Convertible Debt Four | $ 115,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
September 2017 Convertible Notes [Member] | Institutional Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.75 | $ 1.75 | |||||||||||||||||||||||||||||||||||||||||||||||||||
September 2017 Convertible Notes [Member] | Institutional Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mablife [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Royalty Rate Percent of Net Sales | 0.60% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation, Due in Fourth Year | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation, Due in Fifth Year | 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mablife [Member] | Secondary Patent Rights [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation, Due in Second Year | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation, Due in Third Year | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Obligation | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Amendment Fees | $ 49,220 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes Five [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes and Loans Payable [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayment Premium Rate | 20.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | In conjunction with the Asset Purchase Agreement with Meda described in Note 6, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.7 million and $0.9 million, respectively, representing the amount due to Meda calculated on a present value basis. For the nine months ended September 30, 2018, interest expense was $195,000.We are currently in default under the Asset Purchase Agreement. If not cured, we bear significant risk to our business plan regarding Ceplene, including the loss of such rights. Under the Asset Purchase Agreement, we were obligated to make payments to Meda of $1,500,000 (the “First Initial Consideration”) no later than December 15, 2017 and $1,500,000 on June 15, 2018. Under that agreement, we had a 30-day grace period to make the payment of the First Initial Consideration or agree to a payment plan with Meda. On January 31, 2018, Meda delivered to us a default notice, demanding payment of the First Initial Consideration no later than February 15, 2018. We have yet to make any payments to Meda. Accordingly, Meda could terminate the Asset Purchase Agreement and cause us to forfeit the European rights to Ceplene without consideration to us and cancel our further obligations under the agreement except the First Initial Consideration would remain due and payable. If such action were to occur, we would need to either agree to a new license with Meda or renegotiate terms of a purchase from Meda of the European rights to Ceplene. There can be no guarantee that that we would be able to come to terms with Meda. Loss of the European rights to Ceplene would impair our ability to execute our business plan with respect to our oncology related assets and have a negative effect on our financial condition. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | In conjunction with the Asset Purchase Agreement with Meda described in Note 7, we agreed to pay a fixed consideration of $5.0 million, payable in installments over a three-year period as follows: (i) $1.5 million on the earlier of: (1) the successful transfer to us of all of the marketing authorizations for the product or (2) the date which is six months after the Completion Date (as defined in the Asset Purchase Agreement); (ii) $1.5 million on the first anniversary of the Completion Date; (iii) $1.0 million on the second anniversary of the Completion Date; and (iv) $1.0 million on the third anniversary of the Completion Date. We recorded current and long-term debt of $3.0 million and $1.4 million, respectively, representing the amount due to Meda calculated on a present value basis. For the year ended December 31, 2017, interest expense was $141,000. See Note 15 for discussion of our default on this debt. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | On May 14, 2018, we entered into a securities purchase agreement (the “May 2018 Purchase Agreement”) with certain institutional investors for the sale of $2,781,000 in aggregate principal amount of original issue discount convertible notes with net proceeds of $2,007,000 (the “May 2018 Convertible Notes”) which was consummated on May 18, 2018. The May 2018 Convertible Notes included a 20% original issue discount of $556,000, an 8% placement agent fee of $178,000 and other placement agent expenses of $40,000. In addition, the placement agent received 474,667 warrants with an exercise price of $0.47 per share and are exercisable as of November 18, 2018. We calculated the fair value of these warrants as $91,000 using the Black-Scholes model and recorded the fair value as debt discount with an offset to additional paid-in capital. Original issue discount and debt issuance costs was $865,000 and is being amortized over six months. The May 2018 Convertible Notes are convertible at any time at a conversion price of $0.375 per share, subject to adjustment upon an event of default or significant corporate transaction, provided that unless shareholder approval is obtained, the maximum amount of shares of our common stock that may be issued upon conversion is 6,397,456 shares of common stock (or 19.99% of the issued and outstanding shares of common stock on the closing date). The conversion price is not subject to adjustment for future equity issuances at prices below the then prevailing conversion price and we are under no obligation to obtain shareholder approval in connection with the offering. The May 2018 Convertible Notes are due and payable upon the earlier of (a) November 18, 2018 and (b) the closing by of one or more subsequent financings with gross proceeds equal to at least $3,000,000 in the aggregate. The holders of the May 2018 Convertible Notes have the option to extend the maturity date of the notes through February 18, 2019. The May 2018 Convertible Notes represent senior indebtedness of the Company. The May 2018 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages, due if our common stock shall not be eligible for listing or quotation for trading on NASDAQ and shall not be eligible to resume listing or quotation for trading thereon within five trading days. Additionally, interest on the May 2018 Convertible Notes would accrue daily at an interest rate of 1.5% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at a price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below par value.On June 4, 2018, we received a notice from the St | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | On September 12, 2018, we entered into a securities purchase agreement (the “Purchase Agreement”) with Power Up Lending Group Ltd. (the “Purchaser”) for the sale of $103,000 in aggregate principal amount of convertible notes (the “September 2018 Notes”) which was consummated on September 14, 2018. The September 2018 Notes bear interest at a rate of 12% per annum, payable in arrears on the maturity date of September 11, 2019, or upon acceleration or by prepayment. Any amount of principal or interest on the September 2018 Notes which is not paid when due shall bear interest at a rate of 22% per annum from the due date thereof until the same is paid. At any time during the one-hundred seventy (170) days ended March 1, 2019, we may prepay the Notes by paying a prepayment premium between 15% and 35%, based on the date paid, of the outstanding principal plus accrued and unpaid interest. The September 2018 Notes are convertible into shares of our common stock, par value $0.0001 per share, beginning on March 1, 2019 at a conversion price equal to sixty-one percent (61%) of the average of the lowest two closing bid prices of our common stock during the twenty (20) trading days immediately preceding conversion. The number of shares issuable upon any conversion is limited to 4.99% of our then issued and outstanding common stock. There are no registration rights or warrants being granted to the Purchaser in this transaction. In October 2018, we repaid the September 2018 Notes in full, which included a prepayment premium of 20% and accrued interest. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | On April 10, 2017, we entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which EMA purchased an aggregate principal amount of $525,000 of Convertible Notes for an aggregate purchase price of $450,000 (the “April 2017 Convertible Notes”). The April 2017 Convertible Notes included a 5% origination fee of $25,000 and a 10% original issue discount of $50,000 that was added to the face amount of the April 2017 Convertible Notes. The April 2017 Convertible Notes bear interest at a rate of 6.0% per annum, payable in arrears on the maturity date of April 10, 2018 (the “Maturity Date”). The April 2017 Convertible Notes are convertible into shares of our common stock, after the effectiveness of a Registration Statement, at a conversion price equal to the lower of $2.80 or seventy-five percent (75%) of the lowest trading price of our common stock during 15 trading days immediately preceding conversion (“Conversion Date”). We calculated the fair value of this conversion feature as $175,000 and recorded that amount as interest expense with an offset to additional paid-in capital. We issued to EMA 83,333 warrants with an exercise price of $4.00 per share (subject to adjustment) which may be exercisable on a cashless basis in accordance with the terms of the warrants. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants, then the exercise price is reduced and the number of warrant shares issuable is increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price is equal to the aggregate exercise price prior to such adjustment. We calculated the fair value of these warrants using the Monte Carlo model. We allocated the proceeds from the issuance of the April 2017 Convertible Notes between the debt and the warrants using the allocated fair value method and the value assigned to the warrants of $180,000 was recorded as interest expense with an offset to additional paid-in capital. On May 3, 2017, we signed a Waiver Letter with EMA whereby we agreed to prepay a portion of the April 2017 Convertible Notes and EMA agreed to participate in the May 2017 Convertible Notes financing transaction described below. Additionally, we amended the April 2017 Convertible Notes to provide that the notes are convertible into shares of our common stock after the effectiveness of the Registration Statement at a conversion price equal to the lower of $2.80 or sixty-five percent (65%) of the lowest trading price of our common stock during 15 trading days immediately preceding a Conversion Date. On May 4, 2017, EMA converted outstanding notes with a principal balance of $123,000 plus a prepayment premium of $31,000, for a total of $154,000, and applied that amount to the purchase of May 2017 Convertible Notes (see below). We determined that the amendmen | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[7] | On July 7, 2017, Immune and Immune Pharmaceuticals USA Corp. (together, the “Borrower”), Hercules and certain subsidiaries of our subsidiaries, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with MEF I, L.P. (the “Investor”) whereby Hercules assigned to the Investor the existing amount outstanding under the Loan Agreement. Also on the Closing Date, we entered into an Exchange Agreement with the Investor (the “Exchange Agreement”) whereby we issued to the Investor a senior secured convertible promissory note with a principal amount of $2,974,159 (the “Exchange Note”) in exchange for the Hercules Loan. The Exchange Note is convertible, at the option of the holder, into shares of our common stock, par value $0.001 per share, at a per share price of $2.95 (the “Fixed Conversion Price”) subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share and subject to a total beneficial ownership limitation of 4.99% of our issued and outstanding common stock. The Exchange Note is due one year from the issue date. The Exchange Note is repayable through equal monthly amortization payments during the term of the Exchange Note, in cash or in shares of common stock at the Amortization Conversion Price (as defined in the Exchange Note). The holder has the option to accelerate each amortization payment in up to three separate payments and demand such payments in shares of our common stock. We concluded that the assignment and debt exchange should be accounted for as an extinguishment of debt because we were released of our obligation to Hercules and issued new debt to the Investor. We calculated the fair value of the new debt at the date of assignment of July 7, 2017 to be $3.4 million based on the principal of the new debt of approximately $3.0 million plus guaranteed interest of $0.4 million. The conversion price is equal to the lower of $2.80 per share or 83.5% of the lowest trading price of our common stock during the 15 trading days immediately preceding conversion. The fair value of the conversion discount was calculated to be $0.6 million, which was recorded as loss on extinguishment and additional paid in capital. We recorded the difference between the fair value of the new debt of $3.4 million and the net carrying amount of the extinguished debt of $2.5 million as a loss on extinguishment of $0.9 million in the consolidated statements of operations during the year ended December 31, 2017. During the year ended December 31, 2017, the Investor converted approximately $2.2 million of aggregate principal and accrued interest into 1,991,864 shares of our common stock. In October 2017, we paid the Investor $1.4 million in cash, representing the remaining aggregate principal and accrued interest on the Exchange Note of $1.2 million and a cash redemption fee of $0.2 million. For the year ended Decembe | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[8] | On August 24, 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $858,000 in aggregate principal amount of original issue discount convertible notes (the “August 2017 Convertible Notes”) with net proceeds of $515,000 (original issue discount of $343,000) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, subject to adjustment but in no event below $1.00 per share. The transaction was consummated on August 30, 2017. The August Convertible Notes are due and payable upon the earlier of (a) February 28, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $3.0 million in the aggregate. The holder has the option to extend the maturity date through May 28, 2018. We repaid the August 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $343,000 related to the August 2017 Convertible Notes for the amortization of original issue discount. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[9] | On May 4, 2017, we entered into a securities purchase agreement (the “May 2017 Purchase Agreement”), with several institutional investors (the “Investors”) regarding a multi-tranche private placement of up to $3.4 million of principal amount of convertible notes (the “May 2017 Convertible Notes”). The first tranche, consisting of the sale of convertible notes with a principal balance of $2.0 million and the issuance of 361,455 shares of our common stock closed on May 9, 2017. The second tranche, consisting of the sale of convertible notes with a principal balance of $360,000 and the issuance of 60,000 shares of our common stock closed on May 22, 2017. The May 2017 Convertible Notes are due and payable upon the earlier of (a) November 9, 2017 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holders of the May 2017 Convertible Notes have the option to extend the maturity date of the notes through February 7, 2018. We recorded the issuance of the shares as original issue discount relating to the convertible notes and used the allocated fair value method to determine the amount of discount. The fair value of the shares of common stock at time of issuance was $0.6 million. On June 29, 2017, we entered into a letter agreement with the Investors whereby we waived the right to issue the remaining May 2017 Convertible Notes issuable in the subsequent tranches and the Investors agreed to amend the May 2017 Convertible Notes to provide that the Issuable Maximum (as defined in the May 2017 Convertible Notes) shall not exceed 9.99% (rather than 19.99%) of the number of shares of common stock outstanding on the trading day immediately preceding the date of the May 2017 Purchase Agreement. Pursuant to the May 2017 Purchase Agreement, the May 2017 Convertible Notes are immediately due at the Mandatory Default Amount, which is 140% of the outstanding principal amount of the note, plus all accrued interest and unpaid interest, and all other amounts, costs, expenses and liquidated damages due if we have not filed a S-1 registration statement for a follow-on offering by June 3, 2017. Additionally, interest on the May 2017 Convertible Notes would accrue daily at an interest rate of 2% per month on the then outstanding principal amount. Also, the holder may to elect to convert all or any portion of the remaining principal amount into shares of common stock at price per share equal to the lowest daily VWAP for the 15 days prior to conversion but in no event, at a conversion price below $1.00. We filed the S-1 Registration Statement on June 30, 2017 and recorded the Mandatory Default Amount of $1.0 million as interest expense, of which $0.9 million represents an additional 40% of principal and $60,000 represents interest at a rate of 2% per month on the outstanding principal balance (including the additional 40%). On August 24, 2017, we agreed to reduce the | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[10] | On July 17, 2017, we entered into an agreement in principle with Carmelit 9 Nehassim Ltd (“Carmelit”) for the sale of $0.3 million of original issue discount convertible notes (the “Carmelit Notes”) for net proceeds of $0.25 million ($50,000 original issue discount) which are convertible into shares of our common stock upon shareholder approval. The proposed terms of the notes are as follows: the notes are convertible into an aggregate of 101,695 shares of our common stock based upon a conversion price of $2.95 per share, subject to adjustment but in no event below $1.00 per share. The Carmelit Notes are due and payable upon the earlier of (a) January 17, 2018 and (b) the closing of one or more subsequent financings with gross proceeds equal to at least $5,000,000 in the aggregate. The holder has the option to extend the maturity date of the notes through October 17, 2018. Also, the holder is entitled to receive 75,000 shares of our common stock subject to approval by our shareholders. The transaction was consummated on August 24, 2017. We repaid the Carmelit Notes in full in November 2017. We accounted for the obligation to issue Carmelit 75,000 shares as a derivative under ASC 815 because shareholder approval is not within our control and failure to obtain the approval would trigger net-cash settlement. Therefore, we classified the obligation as a liability with an offset to debt discount on the debt in our consolidated financial statements, recorded at fair value and subject to mark to market until the shares are issued upon shareholder approval. The 75,000 shares had a fair value of $0.2 million on July 17, 2017 based on the closing price of our shares on that date. As of December 31, 2017, the 75,000 shares had a fair value of $43,000 based on the closing price of our shares. For the year ended December 31, 2017, interest expense was $263,000 related to the July 2017 Convertible Notes for the amortization of original issue discount. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
[11] | In September 2017, we entered into a securities purchase agreement with certain institutional investors for the sale of $149,500 in aggregate principal amount of original issue discount convertible notes (the “September 2017 Convertible Notes”) with net proceeds of $115,000 (original issue discount of $34,500) which are convertible into shares of our common stock upon shareholder approval. The notes are convertible into shares of our common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event below $1.00 per share. We repaid the September 2017 Convertible Notes in full in October 2017. For the year ended December 31, 2017, interest expense was $35,000 related to the September 2017 Convertible Notes for the amortization of original issue discount. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Property, plant & equipment | $ 81 | $ 5 |
Accrued liabilities | 2,619 | 3,894 |
Losses on debt extinguishment | 458 | 45 |
Net operating loss carryforwards - U.S. | 13,591 | 13,420 |
Net operating loss carryforwards - Israel | 6,766 | 6,766 |
Stock-based compensation | 4,014 | 5,435 |
Gross deferred tax assets | 27,529 | 29,565 |
Valuation allowance | (27,529) | (29,565) |
Gross deferred tax assets after valuation allowance | 0 | 0 |
Deferred tax liability - AmiKet IPR&D assets | (4,142) | (5,933) |
Net deferred tax liability | $ (4,142) | $ (5,933) |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. federal statutory tax rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | (5.00%) | 4.90% |
U.S. vs. foreign tax rate differential | (1.30%) | (1.00%) |
Impact of tax law change | (32.50%) | 0.00% |
Deferred tax adjustments | (2.50%) | 0.00% |
Other | (1.10%) | (2.10%) |
Change in valuation allowance | 18.30% | (22.90%) |
Effective tax rate | 9.90% | 12.90% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards | $ 127,915 | $ 94,959 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | 49,157 | 33,953 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards | 29,417 | 27,066 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 49,341 | $ 33,940 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized Tax Benefits [Abstract] | ||
Balance at January 1, | $ 60 | $ 50 |
Additions related to tax positions | 10 | 10 |
Reductions related to tax positions | 0 | 0 |
Balance at December 31, | $ 70 | $ 60 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Income Taxes [Line Items] | ||||
Deferred Tax Liabilities, Net, Noncurrent | $ 4,142,000 | $ 5,933,000 | $ 4,142,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | ||
Write down Of Deferred Tax Liability | $ 1,800,000 | |||
Write down Of Gross Deferred Tax Asset | 6,400,000 | |||
Deferred Tax Liabilities Indefinite lived Intangible Assets | 4,100,000 | $ 5,900,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 15,000,000 | 15,000,000 | $ 15,000,000 | |
Reduction Of Deferred Tax Liability | 4,900,000 | |||
Deferred Tax Assets, Gross | 27,529,000 | 29,565,000 | ||
Deferred Tax Assets, Valuation Allowance | 27,529,000 | 29,565,000 | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 3,600,000 | |||
Operating Loss Carryforwards | $ 127,915,000 | 94,959,000 | ||
Equity Method Investment, Ownership Percentage | 50.00% | |||
Liability for Uncertainty in Income Taxes, Current | $ 70,000 | 60,000 | ||
Scenario, Plan [Member] | ||||
Income Taxes [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Domestic Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Operating Loss Carryforwards | 49,157,000 | 33,953,000 | ||
Foreign Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Operating Loss Carryforwards | 29,417,000 | 27,066,000 | ||
State and Local Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
Operating Loss Carryforwards | 49,341,000 | 33,940,000 | ||
In Process Research and Development [Member] | ||||
Income Taxes [Line Items] | ||||
Write down Of Gross Deferred Tax Asset | $ 4,100,000 | $ 5,900,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Management, Directors and Employees [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Options (in Shares) | 57,000 | 366,500 | 366,500 | 138,500 |
Options, exercise price (in Dollars per share) | $ 0.25 | $ 4 | $ 2.60 | $ 11.20 |
Options, share price at grant date fair value (in Dollars per share) | $ 0.22 | $ 2.60 | $ 2.40 | $ 7.20 |
Dividend yield | 0.00% | 0.00% | ||
Vesting terms (in years) | 2 years | |||
Management, Directors and Employees [Member] | Measurement Input, Price Volatility [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 118.00% | |||
Management, Directors and Employees [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 2.96% | |||
Management, Directors and Employees [Member] | Measurement Input, Expected Term [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Expected term, in years | 6 years | |||
Management, Directors and Employees [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 0.00% | 0.00% | ||
Management, Directors and Employees [Member] | Minimum [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Volatility | 109.42% | 91.55% | ||
Risk free interest rate | 2.01% | 1.35% | ||
Expected term, in years | 6 years | 6 years | ||
Vesting terms (in years) | 1 year | 0 years | 0 years | |
Management, Directors and Employees [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 109.00% | |||
Management, Directors and Employees [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 2.22% | |||
Management, Directors and Employees [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Expected term, in years | 6 years | |||
Management, Directors and Employees [Member] | Maximum [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Volatility | 114.20% | 107.35% | ||
Risk free interest rate | 2.53% | 2.06% | ||
Expected term, in years | 10 years | 10 years | ||
Vesting terms (in years) | 3 years | 3 years | 3 years | |
Management, Directors and Employees [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 115.00% | |||
Management, Directors and Employees [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 2.53% | |||
Management, Directors and Employees [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Expected term, in years | 10 years | |||
Consultants [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Options (in Shares) | 15,000 | 24,250 | ||
Options, exercise price (in Dollars per share) | $ 0.34 | $ 6.20 | ||
Options, share price at grant date fair value (in Dollars per share) | $ 0.29 | $ 4.60 | ||
Vesting terms | Immediately | Immediately | Immediately | |
Expected term, in years | 10 years | |||
Dividend yield | 0.00% | |||
Consultants [Member] | Measurement Input, Expected Term [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Expected term, in years | 6 years | |||
Consultants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 0.00% | |||
Consultants [Member] | Minimum [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Volatility | 91.55% | |||
Risk free interest rate | 1.39% | |||
Vesting terms (in years) | 0 years | |||
Consultants [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 114.00% | |||
Consultants [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 2.22% | |||
Consultants [Member] | Maximum [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Volatility | 102.12% | |||
Risk free interest rate | 1.56% | |||
Vesting terms (in years) | 1 year | |||
Consultants [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 118.00% | |||
Consultants [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Stock Holder's Equity Options Granted [Line Items] | ||||
Fair Value Assumptions Rate | 2.82% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Consultants [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders Equity Details Rsus Granted [Line Items] | |||
No. of stock awards | shares | 100,000 | 250,000 | 45,000 |
Weighted average grant date fair value | $ 0.38 | $ 0.90 | $ 8.80 |
Vesting terms | Immediately | Immediately | Immediately |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2015 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders Equity Details Rsu And Stock Option Activity [Line Items] | ||||
Options, Granted (in Shares) | 12,500 | |||
Minimum [Member] | ||||
Stockholders Equity Details Rsu And Stock Option Activity [Line Items] | ||||
Options Outstanding, Exercise Price Range | $ 0.80 | |||
Options Granted, Exercise Price Range | 0.25 | |||
Options Forfeited/cancelled, Exercise Price Range | 2.68 | |||
Options Outstanding, Exercise Price Range | 0.25 | $ 0.80 | ||
Options Exercisable, Exercise Price Range | 0.25 | |||
Maximum [Member] | ||||
Stockholders Equity Details Rsu And Stock Option Activity [Line Items] | ||||
Options Outstanding, Exercise Price Range | 80 | |||
Options Granted, Exercise Price Range | 0.34 | |||
Options Forfeited/cancelled, Exercise Price Range | 80 | |||
Options Outstanding, Exercise Price Range | 61 | $ 80 | ||
Options Exercisable, Exercise Price Range | $ 61 | |||
Employee Stock Option [Member] | ||||
Stockholders Equity Details Rsu And Stock Option Activity [Line Items] | ||||
Options, Outstanding (in Shares) | 519,014 | 370,757 | 249,450 | |
Options, Granted (in Shares) | 72,000 | 366,500 | 162,750 | |
Options, Exercised (in shares) | 0 | (23,835) | ||
Options, Forfeited/cancelled (in Shares) | (111,351) | (218,243) | (17,608) | |
Options, Outstanding (in Shares) | 479,663 | 519,014 | 370,757 | |
Options, Exercisable (in shares) | 356,787 | 345,638 | ||
Options Outstanding, Weighted Average exercise price | $ 9.80 | $ 23.80 | $ 31.20 | |
Options Granted, Weighted Average exercise price | 0.27 | 2.60 | 9.20 | |
Options Excercised, Weighted Average Exercise price | 0 | 0.80 | ||
Options Forfeited/cancelled, Weighted Average Exercise Price | 22.23 | 23.20 | 24.60 | |
Options Outstanding, Weighted Average exercise price | 5.40 | 9.80 | 23.80 | |
Options Exercisable, weighted average exercise price | 7 | 13.40 | ||
Options Outstanding, Weighted Average Grant Date Fair Value | 9.40 | 27.60 | 39.40 | |
Options Granted, Weighted Average Grant Date Fair Value | 0.23 | 2.40 | 6.80 | |
Options Exercised, Weighted Average Grant Date Fair Value | 0 | 33.60 | ||
Options Forfeited/cancelled, Weighted Average Grant Date Fair Value | 19.12 | 21.20 | 21.20 | |
Options outstanding, Weighted Average Grant Date Fair Value | 5.80 | 9.40 | $ 27.60 | |
Options Exercisable, Weighted Average Grant Date Fair Value | $ 7.60 | $ 13.20 | ||
Options Outstanding, Aggregate Intrinsic Value (in Dollars) | $ 0 | $ 0 | $ 0 | |
Options Granted, Aggregate Intrinsic Value (in Dollars) | 0 | 0 | 0 | |
Options Exercised, Aggregate Intrinsic Value (in Dollars) | 0 | 0 | ||
Options Forfeited/Expired, Aggregate Intrinsic Value (In Dollars) | 0 | 0 | 0 | |
Options Outstanding, Aggregate Intrinsic Value (in Dollars) | 0 | 0 | $ 0 | |
Options Exercisable, Aggregate Intrinsic Value (in Dollars) | $ 0 | $ 0 | ||
Employee Stock Option [Member] | Minimum [Member] | ||||
Stockholders Equity Details Rsu And Stock Option Activity [Line Items] | ||||
Options Exercised, Exercise Price Range | $ 0 | $ 0.80 | ||
Options Outstanding, Exercise Price Range | $ 0.80 | 0.80 | 0.80 | |
Options Granted, Exercise Price Range | 1.10 | 5.40 | ||
Options Forfeited/cancelled, Exercise Price Range | 0.80 | 8 | ||
Options Outstanding, Exercise Price Range | 0.80 | 0.80 | ||
Options Exercisable, Exercise Price Range | 0.80 | |||
Employee Stock Option [Member] | Maximum [Member] | ||||
Stockholders Equity Details Rsu And Stock Option Activity [Line Items] | ||||
Options Outstanding, Exercise Price Range | $ 80 | 80 | 80 | |
Options Granted, Exercise Price Range | 4 | 14.60 | ||
Options Forfeited/cancelled, Exercise Price Range | 71.60 | 71.60 | ||
Options Outstanding, Exercise Price Range | 80 | $ 80 | ||
Options Exercisable, Exercise Price Range | $ 80 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Warrants (in shares) | 4,391,744 | 387,597 | ||
Warrants, Weighted average exercise price | $ 0.0759 | $ 0.86 | ||
Investors [Member] | ||||
Warrants, Vesting terms | Immediately | Immediately | Immediately | |
Investors [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Assumptions Rate | 0.00% | |||
Investors [Member] | Warrant [Member] | ||||
Warrants (in shares) | 474,667 | 52,910 | ||
Warrants, Weighted average exercise price | $ 0.47 | $ 10 | ||
Warrants, Weighted average grant date fair value | $ 0.19 | $ 3.80 | ||
Warrants, Vesting terms | Six months | Immediately | ||
Investors [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Assumptions Rate | 118.00% | 109.00% | ||
Investors [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Assumptions Rate | 2.90% | 1.89% | ||
Investors [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | ||||
Warrants, Expected term, in years | 5 years | 5 years | ||
Investors [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Assumptions Rate | 0.00% | 0.00% | ||
Noteholders [Member] | ||||
Warrants (in shares) | 387,597 | |||
Warrants, Weighted average exercise price | $ 0.86 | |||
Noteholders [Member] | Warrant [Member] | ||||
Warrants (in shares) | 387,597 | |||
Warrants, Weighted average exercise price | $ 0.86 | |||
Warrants, Weighted average grant date fair value | $ 1.96 | |||
Warrants, Vesting terms | Immediately | |||
Noteholders [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Assumptions Rate | 105.00% | |||
Noteholders [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Assumptions Rate | 1.91% | |||
Noteholders [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | ||||
Warrants, Expected term, in years | 5 years | |||
Noteholders [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Assumptions Rate | 0.00% |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - $ / shares | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Class of Warrant or Right [Line Items] | |||||||
Number of Warrants, Warrants outstanding (in Shares) | 18,695,677 | 580,390 | 580,390 | 534,607 | |||
Number of Warrants, Warrants issued (in Shares) | 474,667 | 18,116,507 | [1] | 64,911 | [2] | ||
Number of warrants Warrants increased (in shares) | 4,004,147 | ||||||
Number of Warrants, Warrants expired (in Shares) | (1,220) | (19,128) | |||||
Number of warrants Warrants exercised (in shares) | (34,820) | ||||||
Number of Warrants, Warrants outstanding and exercisable (in Shares) | 23,139,671 | 18,695,677 | 580,390 | ||||
Number of Warrants, Warrants exercisable at December 31, 2017 (in Shares) | 18,695,577 | ||||||
Weighted Average Exercise Price, Warrants outstanding (in dollars per shares) | $ 3 | $ 60.80 | $ 60.80 | $ 78.60 | |||
Weighted Average Exercise Price, Warrants issued (in dollars per shares) | $ 0.47 | 14.80 | [2] | ||||
Weighted Average Exercise Price, Expired (in dollars per shares) | 404.40 | ||||||
Weighted average exercis e price Warrants increased (in dollars per shares) | 0.08 | ||||||
Weighted average exercise price Warrants exercised (in dollars per shares) | 0.08 | ||||||
Weighted Average Exercise Price, Warrants outstanding and exercisable (in dollars per shares) | $ 1.61 | 3 | 60.80 | ||||
Weighted Average Exercise Price, Warrants exercisable (in dollars per shares) | 3 | ||||||
Exercise Price Range, Warrants outstanding (in dollars per shares) | 3 | 1.20 | [1] | 1.20 | [1] | 50 | |
Exercise Price Range, Warrants issued (in dollars per shares) | 0.47 | ||||||
Exercise Price Range, Warrants expired (in dollars per shares) | $ 0.08 | 188.40 | |||||
Exercise Price Range, Warrants exercised (in dollars per shares) | 0.08 | ||||||
Exercise Price Range, Warrants outstanding (in dollars per shares) | $ 3 | 1.20 | [1] | ||||
Maximum [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of Warrants, Warrants exercisable at December 31, 2017 (in Shares) | 200 | ||||||
Exercise Price Range, Warrants outstanding (in dollars per shares) | $ 200 | 200 | $ 200 | 1,312 | |||
Exercise Price Range, Warrants issued (in dollars per shares) | 10 | [1] | 20 | [2] | |||
Exercise Price Range, Warrants expired (in dollars per shares) | 200 | 1,312 | |||||
Exercise Price Range, Warrants outstanding (in dollars per shares) | 200 | 200 | $ 200 | 200 | |||
Minimum [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of Warrants, Warrants exercisable at December 31, 2017 (in Shares) | 9.40 | ||||||
Exercise Price Range, Warrants outstanding (in dollars per shares) | 0.86 | 9.40 | $ 9.40 | 33.20 | |||
Exercise Price Range, Warrants issued (in dollars per shares) | 4 | [1] | 9.40 | [2] | |||
Exercise Price Range, Warrants expired (in dollars per shares) | 170 | 28 | |||||
Exercise Price Range, Warrants outstanding (in dollars per shares) | $ 0.08 | $ 9.40 | $ 0.86 | $ 9.40 | |||
[1] | Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. | ||||||
[2] | Includes warrants to purchase an aggregate of 25,000 shares of our common stock, at an exercise price of $20.00 per share, exercisable immediately and expiring five years after the issuance date, issued in connection with the July 29, 2016 securities purchase agreement with certain institutional investors for issuance and sale of 158,730 shares of our common stock, for aggregate gross proceeds of $1.0 million as discussed below. |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Conversion of Series D Preferred Stock (in shares) | 963 | 300 |
Series D Preferred Stock [Member] | ||
Balance at Beginning | $ 1,659 | |
Balance at Beginning (in shares) | 963 | |
Accretion of Series D Preferred Stock | $ 7,973 | |
Conversion of Series D Preferred Stock | $ (9,632) | |
Conversion of Series D Preferred Stock (in shares) | (963) | 300 |
Balance at Ending | $ 0 | $ 1,659 |
Balance at Ending (in shares) | 0 | 963 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 22, 2017 | Jan. 10, 2017 | Sep. 06, 2016 | Jun. 10, 2016 | May 06, 2015 | Sep. 30, 2018 | Oct. 23, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Dec. 27, 2016 | Jul. 29, 2016 | Apr. 19, 2016 | Sep. 29, 2015 | Jul. 29, 2015 | Jul. 28, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 14, 2018 | Oct. 18, 2017 | Jul. 17, 2017 | May 31, 2017 | Feb. 03, 2017 | Dec. 20, 2016 | Dec. 16, 2016 | Nov. 30, 2016 | Dec. 24, 2015 | ||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 963 | 300 | ||||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 9,000 | $ 180,000 | $ 131,000 | $ 345,000 | $ 500,000 | $ 2,000,000 | ||||||||||||||||||||||||||||||
Dividends | $ 231,698 | |||||||||||||||||||||||||||||||||||
Derivative Liability | $ 180,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | 180,000 | |||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 91,000 | |||||||||||||||||||||||||||||||||||
Warrant Issuance Expense | 0.2 | |||||||||||||||||||||||||||||||||||
Series E Preferred Stock Accreted Value From Dividends | $ 396,000 | $ 396,000 | ||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Shares Granted | 4,391,744 | 387,597 | ||||||||||||||||||||||||||||||||||
Class Of Warrants Or Rights Options Increased | 4,004,147 | |||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Weighted Average Exercise Price Granted | $ 0.0759 | $ 0.86 | ||||||||||||||||||||||||||||||||||
Deemed Dividend | $ (5,541,000) | $ 0 | $ (11,140,000) | $ 0 | $ (6,864,000) | $ (7,973,000) | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,676,000 | 13,750 | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | $ 1.20 | [1] | $ 3 | $ 1.20 | [1] | $ 50 | $ 0.47 | ||||||||||||||||||||||||||||
Payments for Other Fees | $ 100,000 | $ 70,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,924,000 | |||||||||||||||||||||||||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued | 25,000 | |||||||||||||||||||||||||||||||||||
Incremental Common Shares Warrants Issued | 158,730 | |||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 40,000 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 0 | $ 16,000 | ||||||||||||||||||||||||||||||||||
Description Of Cs Purchase Agreement | <tr><td></td></tr></table>" id="sjs-Z23">We shall not issue, and the Buyer shall not purchase any shares of common stock under the CS Purchase Agreement, if such shares proposed to be issued and sold, when aggregated with all other shares of common stock then owned beneficially (as calculated pursuant to Section 13(d) of the 1934 Act and Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates would result in the beneficial ownership by the Buyer and its affiliates of more than 4.99% of the then issued and outstanding shares of common stock of the Company<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||||||||||||||||||||||||||||||||||
Description Of Termination Of Cs Purchase Agreement | <tr><td></td></tr></table>" id="sjs-Z24">At any time after the Commencement Date, the CS Purchase Agreement may be terminated by the mutual written consent of us and Buyer and upon the meeting of certain conditions as defined in the CS Purchase Agreement. In addition, at any time after the Commencement Date, we shall have the option to terminate the CS Purchase Agreement for any reason or for no reason by delivering notice to Buyer electing to terminate the CS Purchase Agreement without any liability whatsoever except that we must transmit to Buyer a termination fee of $250,000 in cash or shares<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 18,000,000 | |||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 18,000 | |||||||||||||||||||||||||||||||||||
Conversion Of Warrants | 982 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | (i) if there was no triggering event (as such term is defined in the Certificate of Designations), 90.0% of the average of the five lowest individual daily volume weighted average prices during the applicable measurement period, which may be non-consecutive, less $1.00 per share of common stock, not to exceed 100% of the lowest sales price on the last day of such measurement period, less $1.00 per share of common stock, or (ii) following a triggering event, 80.0% of the lowest daily volume weighted average price during any measurement period, less $1.00 per share of common stock, not to exceed 80.0% of the lowest sales price on the last day of any measurement period, less $1.00 per share of common stock. In addition, in a triggering event the dividend rate would adjust upwards by 10%. | |||||||||||||||||||||||||||||||||||
Gross Proceeds From Issuance Of Convertible Preferred Stock | $ 3,000,000 | $ 9,000,000 | ||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 600,000 | |||||||||||||||||||||||||||||||||||
Placement Agents Expenses | $ 200,000 | 600,000 | ||||||||||||||||||||||||||||||||||
Additional Gross Proceeds From Issuance Of Convertible Preferred Stock | $ 3,000,000 | |||||||||||||||||||||||||||||||||||
Preferred Stock Converted Into Common Stock | 192,600 | 60,000 | ||||||||||||||||||||||||||||||||||
Minimum Bid Price | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 12,500 | |||||||||||||||||||||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,000 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 158,730 | ||||||||||||||||||||||||||||||||||
Payments for Other Fees | $ 1,000,000 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period Shares For Commitment | $ 17,500 | |||||||||||||||||||||||||||||||||||
Securities Purchase Agreement Transaction Fees | $ 48,000 | |||||||||||||||||||||||||||||||||||
Common Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Common Stock, Value, Subscriptions | $ 10,000,000 | |||||||||||||||||||||||||||||||||||
Common Stock Purchase Agreement Advisory Fee Percentage | 1.75% | |||||||||||||||||||||||||||||||||||
HlhwIv Llc [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 180,000 | $ 180,000 | ||||||||||||||||||||||||||||||||||
HlhwIv Llc [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 25,000 | 1,100,000 | 496,895 | 625,000 | ||||||||||||||||||||||||||||||||
Payments for Other Fees | $ 1,000,000 | $ 700,000 | $ 35,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | $ 4,000,000 | $ 1,600,000 | $ 2,400,000 | ||||||||||||||||||||||||||||||||
Common Stock, Value, Subscriptions | $ 1,600,000 | $ 3,057,100 | ||||||||||||||||||||||||||||||||||
Common Stock Purchase Agreement Advisory Fee Percentage | 1.75% | |||||||||||||||||||||||||||||||||||
Common Stock Outstanding Percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||||||||
Regatta Select Health care Llc [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 185,000 | 175,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||
Regatta Select Health care Llc [Member] | Capital Access Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 185,000 | 175,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,100,000 | 800,000 | ||||||||||||||||||||||||||||||||||
Purchase Price Per Share Percentage | 83.00% | 83.00% | ||||||||||||||||||||||||||||||||||
Average Daily Volume Percentage | 200.00% | 200.00% | ||||||||||||||||||||||||||||||||||
Average Closing Bid Price Percentage | 75.00% | 75.00% | ||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 100,000 | |||||||||||||||||||||||||||||||||||
Legal Fees | $ 100,000 | |||||||||||||||||||||||||||||||||||
Dr Jeanmarc Menat [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.82 | |||||||||||||||||||||||||||||||||||
Dr Jeanmarc Menat [Member] | Share Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,852 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 48,333 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 300,000 | |||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 7.20 | |||||||||||||||||||||||||||||||||||
Stock Returned During Period Shares | 3,776 | |||||||||||||||||||||||||||||||||||
Crystal Clear Group Inc [Member] | SPA Amendment [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,259 | |||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 8.50 | $ 8.50 | $ 10 | |||||||||||||||||||||||||||||||||
Stock Returned During Period Shares | 4,248 | |||||||||||||||||||||||||||||||||||
Institutional Investors [Member] | SPA Amendment [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 52,910 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 238,095 | |||||||||||||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 100,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2 years 1 month 6 days | 1 year 8 months 12 days | ||||||||||||||||||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,700 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 50 | |||||||||||||||||||||||||||||||||||
Legal Fees | $ 100,000 | |||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 1,700,000 | |||||||||||||||||||||||||||||||||||
Placement Agents Expenses | $ 200,000 | |||||||||||||||||||||||||||||||||||
Stock Based Compensation 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 37,500 | |||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 250,000 | 3,500,000 | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Share Price | $ 1,000 | |||||||||||||||||||||||||||||||||||
Noteholders [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Shares Granted | 387,597 | |||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Weighted Average Exercise Price Granted | $ 0.86 | |||||||||||||||||||||||||||||||||||
Performance Based Options [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 200,000 | |||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 8,478 | |||||||||||||||||||||||||||||||||||
Dividends | $ 342,000 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.10 | |||||||||||||||||||||||||||||||||||
Share Price | $ 1.10 | |||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Term | 7 years | |||||||||||||||||||||||||||||||||||
Conversion Of Stock Conversion Price | $ 0.66 | |||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 1,080,000 | |||||||||||||||||||||||||||||||||||
Lowest Volume Weighted Average Price | 87.50% | |||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 5,809 | |||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 0 | |||||||||||||||||||||||||||||||||||
Series E Preferred Stock Accreted Value From Dividends | 0 | |||||||||||||||||||||||||||||||||||
Deemed Dividend | $ 10,127,000 | $ 10,127,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 1,059,000 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||||||||||||||||||||||||||||||||
Equity, Fair Value Disclosure | $ 8,690,000 | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock Conversion Price | $ 1.10 | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 17,672,727 | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock Effective Conversion Price | 0.28% | 0.55% | ||||||||||||||||||||||||||||||||||
Convertible Preferred Stock Beneficial Conversion Feature | $ 6,864,000 | |||||||||||||||||||||||||||||||||||
Preferred Stock Original Redemption Period | 6 years 6 months | |||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | (963) | 300 | ||||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 8,700,000 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 50 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 165,586 | |||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | (9,632,000) | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,263 | |||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 8,000,000 | $ 8,000,000 | $ 2,400,000 | |||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Discover [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,542,989 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 23,825,614 | |||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | |||||||||||||||||||||||||||||||||||
Series E Preferred Stock Accreted Value From Dividends | 0 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 360,000 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,922,992 | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 37.40 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Issued | 83,333 | |||||||||||||||||||||||||||||||||||
Deemed Dividend | $ 441,000 | $ 441,000 | ||||||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 896,000 | |||||||||||||||||||||||||||||||||||
Equity, Fair Value Disclosure | $ 7,355,000 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | Noteholders [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Shares Granted | 387,597 | |||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Weighted Average Exercise Price Granted | $ 0.86 | |||||||||||||||||||||||||||||||||||
Stock Purchase Agreements [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Gross Proceeds From Issuance Of Convertible Preferred Stock | $ 3,000,000 | $ 9,000,000 | $ 12,000,000 | |||||||||||||||||||||||||||||||||
Preferred Stock Convertible Discount Rate | 5.00% | |||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 200 | $ 200 | $ 200 | $ 200 | $ 200 | 200 | $ 200 | $ 200 | $ 1,312 | |||||||||||||||||||||||||||
Maximum [Member] | Stock Based Compensation 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 750,000 | 1,250,000 | ||||||||||||||||||||||||||||||||||
Maximum [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred Stock Convertible Discount Rate | 25.00% | |||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.08 | $ 0.08 | $ 9.40 | $ 9.40 | $ 0.08 | $ 9.40 | $ 0.86 | $ 9.40 | $ 33.20 | |||||||||||||||||||||||||||
Preferred Stock Convertible Discount Rate | 15.00% | 0.00% | ||||||||||||||||||||||||||||||||||
Minimum [Member] | Stock Based Compensation 2015 Plan [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 750,000 | 250,000 | ||||||||||||||||||||||||||||||||||
Minimum [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Preferred Stock Convertible Discount Rate | 15.00% | |||||||||||||||||||||||||||||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 49,902 | |||||||||||||||||||||||||||||||||||
Employee Stock Purchase Plan [Member] | Scenario ii [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | |||||||||||||||||||||||||||||||||||
Employee Stock Purchase Plan [Member] | Scenario i [Member] | ||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Share based Payments [Line Items] | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | |||||||||||||||||||||||||||||||||||
[1] | Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Common shares issuable upon conversion of Series E Preferred Stock (not including dividends) | 19,948,582 | 0 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,053,253 | 5,237,402 | 92,053,253 | 5,237,402 | 39,163,273 | 951,147 |
Common Stock Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 479,663 | 688,041 | 479,663 | 688,041 | 519,014 | 370,757 |
Shares issuable upon conversion of Series E Preferred Stock (including dividends and assuming $0.0759 price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 58,051,054 | 0 | 58,051,054 | 0 | ||
Shares potentially issuable upon conversion of May 2018 convertible notes (assuming $0.375 price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,382,865 | 0 | 10,382,865 | 0 | ||
Shares potentially issuable upon conversion of April 2017 convertible notes (assuming $1.00 floor price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 152,355 | 0 | 152,355 | ||
Shares potentially issuable upon conversion of May 2017 convertible notes (assuming $1.00 floor price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 480,000 | 0 | 480,000 | ||
Shares potentially issuable upon conversion of July 2017 Senior Secured convertible note (assuming (0.75 floor price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,589,879 | 0 | 1,589,879 | ||
Share potentially issuable upon conversion of July 2017 convertible note (assuming $1.00 floor price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 300,000 | 0 | 300,000 | ||
Shares potentially issuable upon conversion of August 2017 convertible note (assuming $1.00 floor price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 858,000 | 0 | 858,000 | ||
Shares potentially issuable upon conversion of September 2017 convertible notes (assuming $1.00 conversion price) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 149,500 | 0 | 149,500 | ||
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 23,139,671 | 1,019,627 | 23,139,671 | 1,019,627 | 18,695,677 | 580,390 |
Loss Per Share (Details) (Paren
Loss Per Share (Details) (Parenthetical) - $ / shares | Sep. 30, 2018 | May 31, 2018 | Sep. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | May 31, 2017 | Apr. 30, 2017 | Jul. 15, 2016 |
Debt Instrument, Convertible, Conversion Price | $ 9 | |||||||
Debt Instrument Floor Price | $ 0.75 | |||||||
Convertible Preferred Stock [Member] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0759 | |||||||
Shares potentially issuable upon conversion of May 2018 convertible notes (assuming $0.375 price) | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.375 | |||||||
Shares potentially issuable upon conversion of April 2017 convertible notes (assuming $1.00 floor price) | ||||||||
Debt Instrument Floor Price | $ 1 | |||||||
Shares potentially issuable upon conversion of May 2017 convertible notes (assuming $1.00 floor price) | ||||||||
Debt Instrument Floor Price | $ 1 | |||||||
Shares potentially issuable upon conversion of July 2017 Senior Secured convertible note (assuming (0.75 floor price) | ||||||||
Debt Instrument Floor Price | 0.75 | |||||||
Share potentially issuable upon conversion of July 2017 convertible note (assuming $1.00 floor price) | ||||||||
Debt Instrument Floor Price | $ 1 | |||||||
Shares potentially issuable upon conversion of August 2017 convertible note (assuming $1.00 floor price) | ||||||||
Debt Instrument Floor Price | $ 1 | |||||||
Shares potentially issuable upon conversion of September 2017 convertible notes (assuming $1.00 conversion price) | ||||||||
Debt Instrument Floor Price | $ 1 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Sep. 30, 2018USD ($) |
2,019 | $ 91 |
2,020 | 102 |
2,021 | 105 |
2,022 | 109 |
2,023 | 112 |
Thereafter | 124 |
Total | $ 643 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2018USD ($) | May 31, 2018USD ($) | May 09, 2018USD ($) | Nov. 30, 2016USD ($) | Feb. 28, 2015USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2011USD ($) | May 01, 2017USD ($) | Aug. 31, 2015ft² | |
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $ 59,000 | $ 405,000 | $ 100,000 | $ 600,000 | ||||||||
Litigation Settlement, Expense | $ 100,000 | $ 100,000 | ||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 91,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | 102,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Three Years | 105,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Four Years | 109,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Five Years | 112,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due Thereafter | 124,000 | |||||||||||
Loss Contingency, Damages Sought, Value | $ 2,800,000 | |||||||||||
Loss Contingency, Damages Paid, Value | $ 250,000 | $ 260,000 | ||||||||||
Area of Land | ft² | 1,674 | |||||||||||
Security Deposit | $ 177,000 | |||||||||||
550 Sylvan Avenue, LLC [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $ 2,950 | |||||||||||
Cytovia Occupies Shared Office Space [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $ 4,000 | 3,500 | ||||||||||
Immune Ltd Occupies Shared Office Space [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Rent Expense | 1,000 | $ 2,900 | ||||||||||
EngleWood Cliffs Office Space [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $ 3,000 | |||||||||||
One Bridge Plaza, Fort Lee, New Jersey [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 74,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | 102,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Three Years | 105,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Four Years | 108,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due in Five Years | 111,000 | |||||||||||
Operating Leases Future Minimum Payments Due In Six Years | 115,000 | |||||||||||
Operating Leases, Future Minimum Payments, Due Thereafter | $ 29,000 | |||||||||||
TelAviv Israel [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $ 2,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 28, 2018 | Jun. 15, 2017 | Aug. 04, 2016 | Apr. 30, 2014 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Nov. 17, 2016 | Jul. 15, 2016 | Jun. 24, 2016 | |
Related Party Transaction [Line Items] | |||||||||||
Line of Credit Facility, Average Outstanding Amount | $ 5,000,000 | ||||||||||
Accrued Liabilities, Current | $ 2,120,000 | $ 2,620,000 | $ 1,679,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9 | ||||||||||
Proceeds from Related Party Debt | 0 | 1,462,000 | |||||||||
Repayments of Related Party Debt | 0 | 280,000 | |||||||||
Debt Conversion, Converted Instrument, Amount | 0 | 1,006,000 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes Payable, Related Parties, Current | $ 200,000 | 200,000 | |||||||||
Severance Costs | $ 300,000 | ||||||||||
Accrued Liabilities, Current | 307,000 | ||||||||||
Proceeds from Related Party Debt | 900,000 | ||||||||||
Repayments of Related Party Debt | 700,000 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 400,000 | ||||||||||
Directors and Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Employees, Current | $ 100,000 | ||||||||||
Daniel Teper [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 8.20 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 43,445 | ||||||||||
Monica Luchi [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 38,889 | ||||||||||
Melini Capital Corp [Member] | Revolving Credit Facility [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of Credit Facility, Interest Rate During Period | 12.00% | ||||||||||
Daniel Kazado [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of Credit Facility, Average Outstanding Amount | $ 5,000,000 | ||||||||||
Due to Employees, Current | $ 14,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 33,333 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 3,825 | ||||||||||
Cytovia [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Defined Benefit Plan, Benefit Obligation, Business Combination | $ 5,000,000 |
Pint Licensing Agreement (Detai
Pint Licensing Agreement (Details Textual) - USD ($) $ in Millions | Jul. 10, 2017 | Sep. 30, 2018 |
Pint Licensing Agreement [Line Items] | ||
Licensing Agreement Description | 35% of net sales in the territory (ii) a milestone payment of $0.5 million when net sales of Ceplene in the Territory first reach $10.0 million in any calendar year and (iii) a milestone payment of $1.25 million when net sales of Ceplene in the Territory first reach $25.0 million in any calendar year. | |
Payments to Acquire Investments | $ 4 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Dec. 15, 2017 | Oct. 09, 2018 | Nov. 17, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 17, 2018 | May 14, 2018 | Oct. 23, 2017 | Jul. 29, 2016 | Jul. 15, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9 | |||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||
Proceeds from Convertible Debt | $ 0 | $ 1,000,000 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 0 | $ 1,006,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||||
Debt Instrument, Redemption, Description | On the maturity date, we have the option to pay the amount being redeemed; including accrued but unpaid interest, in cash, shares or any combination of cash and shares of our common stock. In addition, if at any time the lowest intraday bid price falls below $5.00 per share, the holder may elect to redeem up to $350,000 of the outstanding principal, interest and any amounts due under the Convertible Notes; | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,676,000 | 13,750 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | $ 1.20 | [1] | $ 0.47 | $ 20 | $ 50 | ||||||
Meda Pharma SARL [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payments for Asset Purchase Agreement Amount | $ 1,500,000 | |||||||||||
Series E Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 0 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Term | 5 years | |||||||||||
Amendment Fees | $ 49,220 | |||||||||||
Subsequent Event [Member] | 2018 October Notes [ Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.075 | |||||||||||
Debt Instrument, Face Amount | $ 5,500,000 | |||||||||||
Proceeds from Convertible Debt | 2,000,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Conversion, Description | At maturity, the October 2018 Notes will automatically convert into shares of common stock unless redeemed for cash at our option in whole but not in part at 100% of the face amount thereof plus accrued interest. | |||||||||||
Debt Instrument, Redemption, Description | Prior to maturity and subject to certain limitations, the October 2018 Notes are redeemable in whole or in part in cash at our option at 100% of the face amount to be redeemed plus an interest make-whole payment or in whole at 125% of the face amount thereof. | |||||||||||
Subsequent Event [Member] | 2018 October Warrants [ Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | |||||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | 2018 October Notes [ Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0682 | $ 0.0541 | ||||||||||
[1] | Includes the 83,333 warrants issued with the April 2017 Convertible Notes valued using the Monte Carlo model, which is a pricing model that incorporates all of the required inputs of a Black-Scholes model and Monte Carlo simulation process that capture additional features of the warrant related to its fair value estimate, but are outside of the Black-Scholes model. The warrants contain a provision whereby if we complete a transaction with an effective price per share lower than the exercise price of the warrants then the exercise price shall be reduced and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The allocated fair value of the warrant of $180,000 is the mean of the present value of the future cash flows resulting from the Monte Carlo simulation process. The fair value of $180,000 was calculated using the Monte Carlo model and the allocated value of $180,000 was recorded as additional paid-in capital. In 2017, the number of warrants increased to 387,597 and exercise price lowered to $0.86 due to the above provision. |