Fennec Pharmaceuticals (FENC) 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 14, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Entity Registrant Name	FENNEC PHARMACEUTICALS INC.
Entity Central Index Key	1,211,583
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	FENCF
Entity Common Stock, Shares Outstanding		18,495,059

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 26,719	$ 28,260
Prepaid expenses	107	128
Other current assets	10	13
Total assets	26,836	28,401
Current liabilities:
Accounts payable	1,033	855
Accrued liabilities	140	622
Derivative instruments (Note 4)	0	167
Total current liabilities	1,173	1,644
Total liabilities	1,173	1,644
Commitments and contingencies (Note 8)
Stockholders' equity:
Common stock, no par value; unlimited shares authorized; 18,484 shares issued and outstanding (2017-18,411)	103,337	103,045
Additional paid-in capital	44,019	43,837
Accumulated deficit	(122,936)	(121,368)
Accumulated other comprehensive income	1,243	1,243
Total stockholders’ equity	25,663	26,757
Total liabilities and stockholders’ equity	$ 26,836	$ 28,401

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands, $ / shares in Thousands	Mar. 31, 2018	Dec. 31, 2017
Common stock, no par value	$ 0	$ 0
Common stock, shares issued	18,484	18,411
Common stock, shares outstanding	18,484	18,411

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue	$ 0	$ 0
Operating expenses:
Research and development	689	225
General and administrative	1,102	546
Loss from operations	(1,791)	(771)
Other (expense) income :
Unrealized gain/(loss) on derivatives (Note 4)	167	(37)
Other (loss)	(3)	(1)
Interest income and other	59	3
Total other income/(expense), net	223	(35)
Net loss	$ (1,568)	$ (806)
Basic net loss per common share	$ (0.09)	$ (0.06)
Diluted net loss per common share	$ (0.09)	$ (0.06)
Weighted-average number of common shares outstanding, basic	18,430	13,643
Weighted-average number of common shares outstanding, diluted	18,430	13,643

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating activities:
Net loss	$ (1,568)	$ (806)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized (gain)/loss on derivative	(167)	37
Stock-based compensation - contractors	114	56
Stock-based compensation - employees	174	41
Changes in operating assets and liabilities:
Prepaid assets	21	11
Other current assets	3	(2)
Accounts payable	178	(19)
Accrued liabilities	(482)	7
Net cash used in operating activities	(1,727)	(675)
Financing activities:
Options and warrants exercised	186	0
Net cash provided by financing activities	186	0
Decrease in cash and cash equivalents	(1,541)	(675)
Cash and cash equivalents - Beginning of period	28,260	3,926
Cash and cash equivalents - End of period	$ 26,719	$ 3,251

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2018 - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Balance at Dec. 31, 2017	$ 26,757	$ 103,045	$ 43,837	$ (121,368)	$ 1,243
Balance (in shares) at Dec. 31, 2017		18,411
Stock options issued | Contractors [Member]	114	$ 0	114	0	0
Stock options issued | Employees [Member]	174	0	174	0	0
Exercise of stock options	36	$ 71	(35)	0	0
Exercise of stock options (in shares)		23
Exercise of warrants	150	$ 221	(71)	0	0
Exercise of warrants (in shares)		50
Net loss	(1,568)	$ 0	0	(1,568)	0
Balance at Mar. 31, 2018	$ 25,663	$ 103,337	$ 44,019	$ (122,936)	$ 1,243
Balance (in shares) at Mar. 31, 2018		18,484

Nature of Business and Going Co

Nature of Business and Going Concern	3 Months Ended
	Mar. 31, 2018
Going Concern [Abstract]
Nature of Business and Going Concern	1. Nature of Business and Going Concern Fennec Pharmaceuticals Inc. (“Fennec”) is a British Columbia corporation. Fennec, together with its wholly owned subsidiaries Oxiquant, Inc. (“Oxiquant”) and Fennec Pharmaceuticals, Inc., both Delaware corporations, and Cadherin Biomedical Inc. (“CBI”), a Canadian corporation, collectively referred to herein as the “Company,” is a biopharmaceutical company focused on the development of PEDMARK TM These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) that are applicable to a going concern which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the three months ended March 31, 2018, the Company incurred a loss from operations of $ 1,568 122.9 1,727 On June 8, 2017, the Company completed the closing of a non-brokered private placement (the “Offering”) of 1,900,000 7.6 7,571 4.00 On December 12, 2017, the Company announced the completion of an underwritten public offering of 2,352,950 8.50 135,670 21.2 19,810 The Company believes the aforementioned raises provide sufficient funding for the Company to carry-out its planned activities for the next twelve to fifteen months as it continues its strategic development of PEDMARK TM These financial statements do not reflect the potentially material adjustments in the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used, that would be necessary if the going concern assumption were not appropriate.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Significant Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with US GAAP and are the responsibility of the Company’s management. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes filed with the Securities and Exchange Commission (“SEC”) in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. The Company's accounting policies are consistent with those presented in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2017. These unaudited interim condensed consolidated financial statements have been prepared in U.S. dollars. All amounts presented are in thousands except for per share amounts. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim condensed consolidated financial statements and the reported amounts of expense during the reporting period. Actual results could differ from those estimates. In the opinion of management, these unaudited interim condensed consolidated financial statements include all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the Company’s financial position at March 31, 2018 and to state fairly the results for the periods presented. The most significant estimates utilized during the quarter ended March 31, 2018 included estimates necessary to value derivative instruments, disclosed in Note 4. New accounting pronouncements In March 2018, the FASB issued ASU 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118". The overarching purpose of ASU 2018-05 is to codify the guidance issued by the SEC related to income tax accounting implications due to the comprehensive U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act enacted on December 22, 2017 (the "Tax Reform Act"), as originally discussed within Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) within ASC 740, Income Taxes. SAB 118, and now ASC 740 provide a measurement period, which in no case should extend beyond one year from the Tax Reform Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Reform Act. To the extent that a company’s accounting for certain income tax effects of the Tax Reform Act is incomplete, the company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. If a company cannot determine a provisional estimate to be included in the financial statements, the company should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Tax Reform Act being enacted. The Company will continue to analyze the effects of the Tax Reform Act on its Condensed and Consolidated Financial Statements. Additional impacts from the enactment of the Tax Reform Act will be recorded as they are identified during the measurement period as provided for in SAB 118, which extends up to one year from the enactment date. In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”). ASU 2017-05 is meant to clarify the scope of the original guidance within Subtopic 610-20 that was issued in connection with ASU 2014-09, as defined below, which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. ASU 2017-05 also added guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for our fiscal year ending December 31, 2018 and we are required to adopt ASU 2017-05 concurrent with the adoption of ASU 2014-09. The Company adopted ASU 2017-05 January 1, 2018. The Company concluded after evaluation, that the impact of ASU 2017-05 on our consolidated financial statements and disclosures will be de minimis. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606), to clarify the principles for recognizing revenue. This update provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. In November 2017, the FASB issued ASU No. 2017-14, Revenue from Contracts with Customers (Topic 606): Income Statement- Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), which amends certain SEC paragraphs within the FASB Accounting Standards Codification. These standards had the same effective date and transition date of January 1, 2018. The new revenue standard allows for either full retrospective or modified retrospective application. The Company currently does not have any revenue and therefore this update does not have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases Cash and cash equivalents Cash equivalents consist of highly liquid investments with original maturities at the date of purchase of three months or less. The Company places its cash and cash equivalents in investments held by highly rated financial institutions in accordance with its investment policy designed to protect the principal investment. At March 31, 2018, the Company had $ 26,719 28,260 5,791 255 20,928

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Earnings Per Share	3. Earnings per Share Earnings per common share is presented under two formats: basic earnings per common share and diluted earnings per common share. Basic earnings per common share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period, plus the potentially dilutive impact of common stock equivalents (i.e. stock options and warrants). Dilutive common share equivalents consist of the incremental common shares issuable upon exercise of stock options and warrants. Three Months 2017 Numerator: Net (loss) $ (1,568) $ (806) Denominator: Weighted-average common shares, basic 18,430 13,643 Dilutive effect of stock options - - Dilutive effect of warrants - - Incremental dilutive shares - - Weighted-average common shares, dilutive 18,430 13,643 Net (loss) per share, basic and diluted $ (0.09) $ (0.06) Three Months Ended March 31, 2018 2017 Options to purchase common stock 2,502 2,427 Warrants to purchase common stock 1,312 1,383

Derivative Instruments

Derivative Instruments	3 Months Ended
	Mar. 31, 2018
Derivative Instruments [Abstract]
Derivative Liabilities	4. Derivative Instruments As of March 31, 2018, the Company no longer has outstanding derivative instruments. Prior to March 31, 2018, the Company had outstanding options denominated in Canadian dollars which were not considered to be indexed to its own stock because the exercise price is denominated in Canadian dollars and the Company's functional currency is United States dollars. Therefore, these options were treated as derivative financial instruments and recorded at their fair value as a liability. All other outstanding convertible instruments are considered to be indexed to the Company's stock, because their exercise price is denominated in the same currency as the Company's functional currency, and are included in stockholders' equity. These options were recorded at their fair value as a liability at issuance and were re-measured at fair value as a liability at each subsequent balance sheet date until they were exercised, forfeited or expired. Any change in value between reporting periods was recorded as unrealized gain/(loss). The fair value of these options was estimated using the Black-Scholes option-pricing model. Comparative data related to gain/(loss) recorded on re-measurement of the derivative liability for the three month period ended March 31, 2018 and 2017 are summarized in the table below. There is no cash flow impact for these derivatives until the options are exercised. When the options are exercised, the Company receive the proceeds from the exercise at the current exchange rate at the time of exercise. During the fiscal years ended December 31, 2011 and 2010, the Company issued 36 29 Fair Value as of March 31, Three Months Ended March 31, Gain/(Loss) on Derivative Instruments 2018 2017 2018 2017 Options to contractors $ - $ 71 $ 167 $ (37) Gain/(loss) on Derivative Instruments $ - $ 71 $ 167 $ (37) Contractor Options in $CAD Three Month Period Weighted-Average Options in Thousands Ending March 31, 2018 Exercise Price Opening balance 19 $ 1.71 Exercised 19 1.71 Forfeited - - Expired - - Ending balance - $ - Canadian dollar denominated options issued to contractors vest immediately and are treated as derivative liabilities. In the case a derivative option is exercised, upon the exercise date, the Company extinguishes the derivative liability, records the cash received and the shares issued into common stock and additional paid in capital accordingly. During the three-month period ended March 31, 2018, there was an exercise of 19 26

NASDAQ Listing

NASDAQ Listing	3 Months Ended
	Mar. 31, 2018
NASDAQ Listing [Abstract]
NASDAQ Listing	5. NASDAQ Listing On September 13, 2017, the Company began trading its common shares on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “FENC”. Prior to the Nasdaq listing, the Company had been trading on the OTCB Marketplace (the “OTCQB”) since January of 2009 under the ticker symbol “FENCF”.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity [Abstract]
Stockholders' Equity	6. Stockholders' Equity Authorized capital stock The Company’s authorized capital stock consists of an unlimited number of shares of no par common stock. Warrants to Purchase Common Stock The Company has warrants outstanding to purchase common stock priced in U.S. dollars with a weighted average price of $ 1.50 0.65 50 150 Warrant Common Shares Issuable Upon Exercise of Exercise Price Description Outstanding Warrants at March 31, 2018 $USD Expiration Date Investor warrants 1,312 $ 1.50 USD November 22, 2018 Total 1,312 Stock option plan The Compensation Committee of the Board of Directors administers the Company’s stock option plan. The Compensation Committee designates eligible participants to be included under the plan and approves the number of options to be granted from time to time under the plan. Currently, the maximum number of option shares issuable is twenty-five percent ( 25 4,621 Three Months Ended March 31, 2018 2017 Contractor options expense recognized $ 114 $ 56 Employee options expense recognized 174 41 Total option expense recognized $ 288 $ 97 Stock option activity Number of Weighted-Average US Denominated Options Options (thousands) Exercise Price $USD Outstanding December 31, 2017 1,603 2.70 Granted 210 8.38 Exercised (4) 2.79 Forfeited - - Outstanding at March 31, 2018 1,809 3.36 During the three month period ended March 31, 2018, US denominated option exercises provided gross proceeds of $ 9 4 1,809 1,441 Number of Weighted-Average Canadian Denominated Options Options (thousands) Exercise Price $CAD Outstanding December 31, 2017 712 2.38 Exercised (19) 1.32 Forfeited - - Outstanding at March 31, 2018 693 1.86 For the three months ended March 31, 2018, there was no issuance activity related to Canadian dollar denominated options. During the three months ended March 31, 2018, there were exercises of 19 34 26 693 Valuation assumptions The value of options granted were estimated using the Black-Scholes option pricing model using the following assumptions in the table below: The expected volatility was determined using historical volatility of our stock based on the contractual life of the award. There were 210 0 Three Months Ended Black-Scholes Model Assumptions March 31, 2018 Expected dividend 0.00 % Risk free rate 2.70 % Expected volatility 389 % Expected life 7 years

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. Fair Value Measurements The Company adopted the Fair Value Measurements and Disclosure Topic of the FASB in 2011. This Topic applies to certain assets and liabilities that are being measured and reported on a fair value basis. The Topic defines fair value, establishes a framework for measuring fair value in accordance with US GAAP, and expands disclosure about fair value measurements. This Topic enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Topic requires that financial assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Fair Value Measurement at March 31, 2018 Assets/Liabilities Measured at Quoted Price in Significant Other Significant Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 5,791 (1) $ 20,928 $ - $ 26,719 (1) The Company held $ 5,791 141

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	8. Commitments and Contingencies Oregon Health & Science University Agreement On February 20, 2013, Fennec entered into a new exclusive license agreement with OHSU for exclusive worldwide license rights to intellectual property directed to thiol-based compounds, including STS and their use in oncology (the "New OHSU Agreement"). OHSU will receive certain milestone payments, royalty on net sales for licensed products and a royalty on any consideration received from sublicensing of the licensed technology. The term of the New OHSU Agreement expires on the date of the last to expire claim(s) covered in the patents licensed to Fennec, unless earlier terminated as provided in the agreement. STS is currently protected by methods of use patents that the Company exclusively licensed from OHSU that expire in Europe in 2021 and are currently pending in the United States. The New OHSU Agreement is terminable by either Fennec or OHSU in the event of a material breach of the agreement by either party after 45 days prior written notice. Fennec also has the right to terminate the New OHSU Agreement at any time upon 60 days prior written notice and payment of all fees due to OHSU under the New OHSU Agreement. On May 18, 2015, Fennec negotiated an amendment ("Amendment 1") to the exclusive license agreement with OHSU. Amendment 1 expands the exclusive license agreement signed with OHSU on February 20, 2013 ("OHSU Agreement") to include the use of N-acetylcysteine as a standalone therapy and/or in combination with STS for the prevention of ototoxicity induced by chemotherapeutic agents to treat cancers. Further, Amendment 1 adjusts select milestone payments entered in the OHSU Agreement including but not limited to the royalty rate on net sales for licensed products, royalty rate from sublicensing of the licensed technology and the fee payable upon the regulatory approval of a licensed product. Executive Severance In the event of his termination with us other than for cause, we will be obligated to pay Mr. Raykov a one-time severance payment of $ 350,000 125,000 Leases The Company has an operating lease in Research Triangle Park, North Carolina. This operating lease is terminable with 30 days’ notice and has no penalties or contingent payments due. The Company had rent expense of $ 1

Significant Accounting Polici15

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with US GAAP and are the responsibility of the Company’s management. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes filed with the Securities and Exchange Commission (“SEC”) in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. The Company's accounting policies are consistent with those presented in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2017. These unaudited interim condensed consolidated financial statements have been prepared in U.S. dollars. All amounts presented are in thousands except for per share amounts.
Use of estimates	Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the interim condensed consolidated financial statements and the reported amounts of expense during the reporting period. Actual results could differ from those estimates. In the opinion of management, these unaudited interim condensed consolidated financial statements include all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the Company’s financial position at March 31, 2018 and to state fairly the results for the periods presented. The most significant estimates utilized during the quarter ended March 31, 2018 included estimates necessary to value derivative instruments, disclosed in Note 4.
New accounting pronouncements	New accounting pronouncements In March 2018, the FASB issued ASU 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118". The overarching purpose of ASU 2018-05 is to codify the guidance issued by the SEC related to income tax accounting implications due to the comprehensive U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act enacted on December 22, 2017 (the "Tax Reform Act"), as originally discussed within Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) within ASC 740, Income Taxes. SAB 118, and now ASC 740 provide a measurement period, which in no case should extend beyond one year from the Tax Reform Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Reform Act. To the extent that a company’s accounting for certain income tax effects of the Tax Reform Act is incomplete, the company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. If a company cannot determine a provisional estimate to be included in the financial statements, the company should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Tax Reform Act being enacted. The Company will continue to analyze the effects of the Tax Reform Act on its Condensed and Consolidated Financial Statements. Additional impacts from the enactment of the Tax Reform Act will be recorded as they are identified during the measurement period as provided for in SAB 118, which extends up to one year from the enactment date. In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”). ASU 2017-05 is meant to clarify the scope of the original guidance within Subtopic 610-20 that was issued in connection with ASU 2014-09, as defined below, which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. ASU 2017-05 also added guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for our fiscal year ending December 31, 2018 and we are required to adopt ASU 2017-05 concurrent with the adoption of ASU 2014-09. The Company adopted ASU 2017-05 January 1, 2018. The Company concluded after evaluation, that the impact of ASU 2017-05 on our consolidated financial statements and disclosures will be de minimis. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606), to clarify the principles for recognizing revenue. This update provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. In November 2017, the FASB issued ASU No. 2017-14, Revenue from Contracts with Customers (Topic 606): Income Statement- Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), which amends certain SEC paragraphs within the FASB Accounting Standards Codification. These standards had the same effective date and transition date of January 1, 2018. The new revenue standard allows for either full retrospective or modified retrospective application. The Company currently does not have any revenue and therefore this update does not have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases
Cash and cash equivalents	Cash and cash equivalents Cash equivalents consist of highly liquid investments with original maturities at the date of purchase of three months or less. The Company places its cash and cash equivalents in investments held by highly rated financial institutions in accordance with its investment policy designed to protect the principal investment. At March 31, 2018, the Company had $ 26,719 28,260 5,791 255 20,928

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth the computation of basic and diluted net loss per share: Three Months 2017 Numerator: Net (loss) $ (1,568) $ (806) Denominator: Weighted-average common shares, basic 18,430 13,643 Dilutive effect of stock options - - Dilutive effect of warrants - - Incremental dilutive shares - - Weighted-average common shares, dilutive 18,430 13,643 Net (loss) per share, basic and diluted $ (0.09) $ (0.06)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following outstanding options and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2018 2017 Options to purchase common stock 2,502 2,427 Warrants to purchase common stock 1,312 1,383

Derivative Instruments (Tables)

Derivative Instruments (Tables)	3 Months Ended
	Mar. 31, 2018
Derivative Instruments [Abstract]
Unrealized Gain on Derivatives	Fair Value as of March 31, Three Months Ended March 31, Gain/(Loss) on Derivative Instruments 2018 2017 2018 2017 Options to contractors $ - $ 71 $ 167 $ (37) Gain/(loss) on Derivative Instruments $ - $ 71 $ 167 $ (37)
Schedule of Other Share-based Compensation, Activity	The table below summarizes Canadian dollar denominated contractor option activity, during the interim period: Contractor Options in $CAD Three Month Period Weighted-Average Options in Thousands Ending March 31, 2018 Exercise Price Opening balance 19 $ 1.71 Exercised 19 1.71 Forfeited - - Expired - - Ending balance - $ -

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity [Abstract]
Warrants Outstanding to Purchase Common Stock	Warrant Common Shares Issuable Upon Exercise of Exercise Price Description Outstanding Warrants at March 31, 2018 $USD Expiration Date Investor warrants 1,312 $ 1.50 USD November 22, 2018 Total 1,312
Schedule of Share Based Compensation, Stock Options Expense Recognized	The table below outlines recognized contractor and employee expense for the three period ended March 31, 2018 and 2017. Three Months Ended March 31, 2018 2017 Contractor options expense recognized $ 114 $ 56 Employee options expense recognized 174 41 Total option expense recognized $ 288 $ 97
Schedule of Share-based Compensation, Stock Options, Activity	The following is a summary of option activity for each of the quarterly periods in fiscal year 2017 for stock options denominated in US dollars: Number of Weighted-Average US Denominated Options Options (thousands) Exercise Price $USD Outstanding December 31, 2017 1,603 2.70 Granted 210 8.38 Exercised (4) 2.79 Forfeited - - Outstanding at March 31, 2018 1,809 3.36 The following is a summary of option activity for the three months ended March 31, 2018 for stock options denominated in Canadian dollars: Number of Weighted-Average Canadian Denominated Options Options (thousands) Exercise Price $CAD Outstanding December 31, 2017 712 2.38 Exercised (19) 1.32 Forfeited - - Outstanding at March 31, 2018 693 1.86
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	Assumptions for the valuation of the option grants are described in the table below: Three Months Ended Black-Scholes Model Assumptions March 31, 2018 Expected dividend 0.00 % Risk free rate 2.70 % Expected volatility 389 % Expected life 7 years

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Assets/Liabilities Measured at Fair Value on Recurring Basis	Fair Value Measurement at March 31, 2018 Assets/Liabilities Measured at Quoted Price in Significant Other Significant Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 5,791 (1) $ 20,928 $ - $ 26,719 (1) The Company held $ 5,791 141

Nature of Business and Going 20

Nature of Business and Going Concern - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Dec. 12, 2017	Jun. 08, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Going Concern [Line Items]
Net Cash Provided by (Used in) Operating Activities			$ (1,727)	$ (675)
Retained Earnings (Accumulated Deficit)			(122,936)		$ (121,368)
Net Income (Loss) Attributable to Parent, Total			$ (1,568)	$ (806)
Private Placement [Member]
Going Concern [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		1,900,000
Sale of Stock, Price Per Share		$ 4
Sale of Stock, Consideration Received on Transaction		$ 7,600
Payments of Stock Issuance Costs		$ 7,571
UnderwrittenPublicOfferingMember [Member]
Going Concern [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	2,352,950
Sale of Stock, Price Per Share	$ 8.50
Sale of Stock, Consideration Received on Transaction	$ 21,200
Payments of Stock Issuance Costs	$ 19,810
Over-Allotment Option [Member]
Going Concern [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	135,670

Significant Accounting Polici21

Significant Accounting Policies - Additional Information (Details) $ in Thousands, $ in Thousands	Mar. 31, 2018USD ($)		Mar. 31, 2018CAD ($)	Dec. 31, 2017USD ($)
Summary Of Significant Accounting Policies [Line Items]
Money market investments	$ 26,719			$ 28,260
Cash	5,791	[1]	$ 141	$ 255
Money Market Funds [Member]
Summary Of Significant Accounting Policies [Line Items]
Money market investments	$ 20,928
[1]	The Company held $5,791 in cash of which $141 (as presented in US dollars) was in Canadian funds.

Earnings per Share (Schedule of

Earnings per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Numerator:
Net (loss)	$ (1,568)	$ (806)
Denominator:
Weighted-average common shares, basic	18,430	13,643
Incremental dilutive shares	0	0
Weighted-average common shares, dilutive	18,430	13,643
Net (loss) per share, basic and diluted	$ (0.09)	$ (0.06)
Warrant [Member]
Denominator:
Dilutive effect	0	0
Employee Stock Option [Member]
Denominator:
Dilutive effect	0	0

Earnings per Share (warrants we

Earnings per Share (warrants were excluded from the computation of basic and diluted net loss per share) (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,502	2,427
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,312	1,383

Derivative Instruments (fair va

Derivative Instruments (fair value liability) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Gain/(Loss) on Derivative Instrument
Derivative Liability	$ 0	$ 71
Gain/(loss) on Derivative Instruments	167	(37)
Options [Member]
Gain/(Loss) on Derivative Instrument
Derivative Liability	0	71
Gain/(loss) on Derivative Instruments	$ 167	$ (37)

Derivative Instruments (Contrac

Derivative Instruments (Contractor Option Activity) (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Stock Options Issuance Outstanding at Beginning | shares	19
Stock Options Issuance Exercised | shares	19
Stock Options Issuance Forfeited | shares	0
Stock Options Issuance Expired | shares	0
Stock Options Issuance Outstanding at Ending | shares	0
Weighted-average Exercise Price Outstanding at Beginning | $ / shares	$ 1.71
Weighted-average Exercise Price Exercised | $ / shares	1.71
Weighted-average Exercise Price Forfeited | $ / shares	0
Weighted-average Exercise Price Expired | $ / shares	0
Weighted-average Exercise Price Outstanding at Ending | $ / shares	$ 0

Derivative Instruments - Additi

Derivative Instruments - Additional Information (Details) shares in Thousands, $ in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)shares	Mar. 31, 2018CAD ($)shares	Dec. 31, 2011shares	Dec. 31, 2010shares
Derivative [Line Items]
Stock Options Issuance Exercised	19	19
Proceeds from Stock Options Exercised	$ 26	$ 34
Canadian Denominated [Member]
Derivative [Line Items]
Proceeds from Stock Options Exercised | $	$ 26
Canadian Dollar [Member]
Derivative [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			36	29

Stockholders' Equity (Warrants

Stockholders' Equity (Warrants Outstanding to Purchase Common Stock) (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Class of Warrant or Right [Line Items]
Common shares issuable upon exercise of outstanding warrants	1,312
Inverstor warrants one
Class of Warrant or Right [Line Items]
Common shares issuable upon exercise of outstanding warrants	1,312
Exercise price in CAD/USD Dollars | $ / shares	$ 1.50
Expiration Date	Nov. 22, 2018

Stockholders' Equity (Recognize

Stockholders' Equity (Recognized Contractor and Employee Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Recognized Employee Expense [Line Items]
Stock or Unit Option Plan Expense	$ 288	$ 97
Employee Stock Option [Member]
Recognized Employee Expense [Line Items]
Stock or Unit Option Plan Expense	174	41
Contractor Option [Member]
Recognized Employee Expense [Line Items]
Stock or Unit Option Plan Expense	$ 114	$ 56

Stockholders' Equity (Summary o

Stockholders' Equity (Summary of Option Activity) (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2018$ / sharesshares	Mar. 31, 2018$ / sharesshares
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Weighted-average Exercise Price Exercised		$ 1.71
Weighted-average Exercise Price, Forfeited		$ 0
Stock Option In Canadian Dollars [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of Options Outstanding at Beginning | shares	712	712
Number of Options Exercised | shares	(19)	(19)
Number of Options Forfeited | shares	0	0
Number of Options Outstanding at Ending | shares	693	693
Weighted-average Exercise Price outstanding at Beginning		$ 2.38
Weighted-average Exercise Price Exercised		1.32
Weighted-average Exercise Price, Forfeited		0
Weighted-average Exercise Price Outstanding at Ending		$ 1.86
Stock Option In Us Dollars [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of Options Outstanding at Beginning | shares	1,603	1,603
Number of Options Granted | shares	210	210
Number of Options Exercised | shares	(4)	(4)
Number of Options Forfeited | shares	0	0
Number of Options Outstanding at Ending | shares	1,809	1,809
Weighted-average Exercise Price outstanding at Beginning	$ 2.7
Weighted-average Exercise Price Granted	8.38
Weighted-average Exercise Price Exercised	2.79
Weighted-average Exercise Price, Forfeited	0
Weighted-average Exercise Price Outstanding at Ending	$ 3.36

Stockholders' Equity(volatility

Stockholders' Equity(volatility of our stock based on the contractual life)(Details)	3 Months Ended
	Mar. 31, 2018
Expected dividend	0.00%
Risk-free interest rate	2.70%
Expected volatility	389.00%
Expected life	7 years

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ / shares in Units, shares in Thousands, $ in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares	Mar. 31, 2018CAD ($)shares	Mar. 31, 2017shares	Mar. 31, 2018$ / sharesshares	Dec. 31, 2017$ / sharesshares
Stockholders Equity Note [Line Items]
Shares issuable under Stock Option Plan, as percent of shares outstanding	25.00%	25.00%
Proceeds from Stock Options Exercised	$ 26	$ 34
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	210	210	0
US Denominated [Member]
Stockholders Equity Note [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period	4	4
Proceeds from Stock Options Exercised | $	$ 9
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	1,809	1,809
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	1,809			1,809
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	1,441			1,441
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	1,441			1,441
Canadian Denominated [Member]
Stockholders Equity Note [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period	19	19
Stock Option In Canadian Dollars [Member]
Stockholders Equity Note [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period	19	19
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	693			693	712
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares				$ 1.86	$ 2.38
U.S.dollars [Member]
Stockholders Equity Note [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 1.50
Class Or Warrant Or Right Outstanding Weighted Average Remaining Contractual Terms	7 months 24 days	7 months 24 days
Proceeds from Warrant Exercises | $	$ 150
Stock Issued During Period Shares Stock Warrants Exercised	50	50
Maximum [Member]
Stockholders Equity Note [Line Items]
Shares issuable under Stock Option Plan	4,621			4,621

Fair Value Measurements (Assets

Fair Value Measurements (Assets/Liabilities Measured at Fair Value on Recurring Basis) (Details) $ in Thousands	Mar. 31, 2018USD ($)
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	$ 26,719
Quoted Price in Active Markets for Identical Instruments Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	5,791	[1]
Significant Other Observable Inputs Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	20,928
Significant Unobservable Inputs Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	$ 0
[1]	The Company held $5,791 in cash of which $141 (as presented in US dollars) was in Canadian funds.

Fair Value Measurements (Asse33

Fair Value Measurements (Assets/Liabilities Measured at Fair Value on Recurring Basis) (Parenthetical) (Details) $ in Thousands, $ in Thousands	Mar. 31, 2018USD ($)		Mar. 31, 2018CAD ($)	Dec. 31, 2017USD ($)
Assumptions used to Determine Fair Value Options [Line Items]
Cash	$ 5,791	[1]	$ 141	$ 255
[1]	The Company held $5,791 in cash of which $141 (as presented in US dollars) was in Canadian funds.

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Operating Leases, Rent Expense	$ 1
Rostislav Raykov
Severance Costs Payable In Case Of Termination Other Than For Cause	350,000
Robert Andrade [Member]
Severance Costs Payable In Case Of Termination Other Than For Cause	$ 125,000