Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Anthera Pharmaceuticals Inc | |
Entity Central Index Key | 1,316,175 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 13,849,678 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 6,076 | $ 20,843 | |
Prepaid expenses and other current assets | 1,771 | 1,865 | |
Total current assets | 7,847 | 22,708 | |
Property and equipment - net | 521 | 763 | |
TOTAL | 8,368 | 23,471 | |
Current liabilities: | |||
Accounts payable | 1,009 | 4,782 | |
Accrued clinical expenses | 2,105 | 3,884 | |
Accrued liabilities | 111 | 113 | |
Accrued payroll and related costs | 750 | 1,845 | |
Total current liabilities | 3,975 | 10,624 | |
Warrant liability | 4,050 | ||
Total liabilities | 8,025 | 10,624 | |
Commitments and contingencies (Note 7) | |||
Stockholders' equity (2): | |||
Common stock, $0.001 par value, 100,000,000 shares authorized; 10,601,422 and 5,745,536 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 12 | 6 | |
Additional paid-in capital | 424,753 | 411,404 | |
Accumulated deficit | (424,755) | (407,554) | |
Total stockholders' equity | 343 | 12,470 | |
TOTAL | 8,368 | 23,471 | |
Series X Contingently Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Preferred Stock | 377 | ||
Series X Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Preferred Stock | $ 333 | $ 8,614 | |
[1] | Derived from audited Financial Statements. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,446,920 | 5,745,536 |
Common stock, shares outstanding | 11,446,920 | 5,745,536 |
Series X-1 Convertible Preferred Stock [Member] | ||
Contingently redeemable convertible preferred stock, par value per share | $ 0.001 | $ 0.001 |
Contingently redeemable convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Contingently redeemable convertible preferred stock, shares issued | 430 | 9,012 |
Contingently redeemable convertible preferred stock, shares outstanding | 430 | 9,012 |
Series X Contingently Redeemable Convertible Preferred Stock [Member] | ||
Contingently redeemable convertible preferred stock, par value per share | $ 0.001 | $ 0.001 |
Contingently redeemable convertible preferred stock, shares issued | 0 | 487 |
Contingently redeemable convertible preferred stock, shares outstanding | 0 | 487 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
REVENUES: | |||||
License fee | $ 139 | ||||
Collaborative revenue | 6 | ||||
Total revenues | 145 | ||||
OPERATING EXPENSES: | |||||
Research and development | 6,104 | 14,096 | 20,939 | 35,686 | |
General and administrative | 1,810 | 2,504 | 6,338 | 7,318 | |
Research award | (100) | (261) | |||
Total operating expenses | 7,914 | 16,600 | 27,177 | 42,743 | |
LOSS FROM OPERATIONS | (7,914) | (16,600) | (27,177) | (42,598) | |
OTHER INCOME (EXPENSE): | |||||
Other (expense) | (43) | (47) | (74) | (109) | |
Fair value of warrant liability in excess of proceeds from financing | (600) | ||||
Change in fair value of warrant liability | 1,650 | 169 | 10,650 | 169 | |
Total other income | 1,607 | 122 | 9,976 | 60 | |
NET LOSS | (6,307) | (16,478) | (17,201) | (42,538) | |
Deemed dividends attributable to preferred stock | (8,807) | (2,503) | (8,807) | ||
Net loss applicable to common stockholders | $ (6,307) | $ (25,285) | $ (19,704) | $ (51,345) | |
Net loss per share applicable to common stockholders-basic and diluted | [1] | $ (0.58) | $ (4.85) | $ (2.12) | $ (10.04) |
Weighted-average number of shares used in per share calculation-basic and diluted | [1] | 10,947,338 | 5,210,334 | 9,296,890 | 5,115,560 |
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. |
CONSOLIDATED STATEMENT OF SERIE
CONSOLIDATED STATEMENT OF SERIES X CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Preferred Stock [Member]Series X Contingentl Redeemable Convertible Preferred Stock | Preferred Stock [Member]Series X-1 Convertible Preferred Stock [Member] | Common Stock | [1] | Additional Paid-In Capital | Accumulated Deficit | Total | |
BALANCE at Dec. 31, 2016 | $ 377 | $ 8,614 | $ 6 | $ 411,404 | $ (407,554) | $ 12,470 | [2] | |
BALANCE, shares at Dec. 31, 2016 | 487 | 9,012 | 5,745,536 | |||||
Issuance of common stock pursuant to exercise of stock options and employee stock purchase plan | 80 | 80 | ||||||
Issuance of common stock pursuant to exercise of stock options and employee stock purchase plan, shares | 39,386 | |||||||
Share based compensation related to equity awards | 2,923 | 2,923 | ||||||
Issuance of common stock and warrants for cash at $4.00 per share, net of warrant liability of $14,700 | ||||||||
Issuance of common stock and warrants for cash at $4.00 per share, net of warrant liability of $14,700, shares | 3,750,000 | |||||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost of $316 | $ 1 | 1,693 | 1,694 | |||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost of $316, shares | 1,336,320 | |||||||
Reclassification of contingently redeemable Series X convertible preferred stock | $ (377) | $ 377 | 377 | |||||
Reclassification of contingently redeemable Series X convertible preferred stock, shares | (487) | 487 | ||||||
Conversion of Series X convertible preferred stock into common stock | $ (11,161) | $ 5 | 11,156 | |||||
Conversion of Series X convertible preferred stock into common stock, shares | (9,069) | 575,678 | ||||||
Deemed dividend attributable to Series X convertible preferred stock | $ 2,503 | (2,503) | ||||||
Net loss | (17,201) | (17,201) | ||||||
BALANCE at Sep. 30, 2017 | $ 333 | $ 12 | $ 424,753 | $ (424,755) | $ 343 | |||
BALANCE, shares at Sep. 30, 2017 | 430 | 11,446,920 | ||||||
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. | |||||||
[2] | Derived from audited Financial Statements. |
CONSOLIDATED STATEMENT OF SERI6
CONSOLIDATED STATEMENT OF SERIES X CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
Issued For Cash [Member] | |
Price per share | $ / shares | $ 4 |
Issuance of common stock and warrants [Member] | |
Issuance costs | $ 316 |
Warrant liability | $ 14,700 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
CASH FLOW FROM OPERATING ACTIVITIES: | |||
Net loss | $ (17,201) | $ (42,538) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 246 | 241 | |
Stock-based compensation expense | 2,923 | 3,943 | |
Fair value of warrant liability in excess of proceeds from financing | 600 | ||
Change in fair value of warrant liability | (10,650) | (169) | |
Changes in assets and liabilities: | |||
Accounts receivable | 326 | ||
Prepaid expenses and other assets | 93 | (358) | |
Accounts payable | (3,773) | (1,868) | |
Accrued clinical expenses | (1,782) | 3,184 | |
Accrued liabilities | (1) | 419 | |
Accrued payroll and related costs | (1,095) | 267 | |
Deferred revenue | (138) | ||
Net cash used in operating activities | (30,640) | (36,691) | |
INVESTING ACTIVITIES: | |||
Property and equipment purchases | (952) | ||
Net cash used in investing activities | (952) | ||
FINANCING ACTIVITIES: | |||
Net proceeds from issuance of common stock and warrants pursuant to equity offering | 14,099 | 6,037 | |
Proceeds from issuance of preferred stock, warrants and options, net of offering cost | 16,920 | ||
Net proceeds from issuance of common stock pursuant to equity purchase agreement | 1,694 | ||
Net proceeds from issuance of common stock pursuant to exercise of stock options and employee stock purchase plan | 80 | 305 | |
Net cash provided by financing activities | 15,873 | 23,262 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (14,767) | (14,381) | |
CASH AND CASH EQUIVALENTS - Beginning of period | [1] | 20,843 | 46,951 |
CASH AND CASH EQUIVALENTS - End of period | 6,076 | 32,570 | |
Non-cash financing activities: | |||
Fair value of warrants issued in connection with registered direct offering | 14,700 | 3,678 | |
Issuance of common stock as a commitment fee pursuant to an equity purchase agreement | $ 316 | $ 87 | |
[1] | Derived from audited Financial Statements. |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization Anthera Pharmaceuticals, Inc. (“the Company”) is a biopharmaceutical company focused on advancing the development and commercialization of innovative medicines that benefit patients with unmet medical needs. The Company currently has two compounds in development, Sollpura and blisibimod. The Company licensed Sollpura from Eli Lilly & Co (“Eli Lilly”) in July 2014. Sollpura is a novel non-porcine investigational Pancreatic Enzyme Replacement Therapy (“PERT”) intended for the treatment of patients with Exocrine Pancreatic Insufficiency (“EPI”), often seen in patients with cystic fibrosis and other conditions. The Company licensed blisibimod from Amgen, Inc. (“Amgen”) in December 2007. Blisibimod targets B-cell activating factor or (“BAFF”) which has been shown to be elevated in a variety of B-cell mediated autoimmune diseases, including Immunoglobulin A nephropathy, or IgA nephropathy. Liquidity and Need for Additional Capital The Company’s planned principal operations are acquiring product and technology rights, raising capital and performing research and development activities. The Company is currently conducting research and development activities to treat EPI and IgA Nephropathy. The Company’s activities are subject to significant risks and uncertainties. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. Since inception in 2004, the Company has funded its operations through equity offerings, private placements of convertible debt, debt financing, equity investment and cost reimbursement from a former collaborative partner, and a research award from Cystic Fibrosis Foundation Therapeutics Incorporated ("CFFT"). On April 21, 2016, the Company entered into an At Market Issuance Sales Agreement (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”) to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $25 million through H.C Wainwright, as agent, which was amended and reduced to $23 million on March 14, 2017. In June 2017, in connection with the execution of an equity purchase agreement with Lincoln Park Capital, LLC. (“LPC”), the Company filed a prospectus supplement suspending and reducing all offerings pursuant to the H.C. Wainwright ATM agreement. In March 2017, the Company entered into an underwriting agreement with H.C. Wainwright, pursuant to which the Company sold an aggregate of 30,000,000 shares of its common stock and agreed to issue warrants to purchase an aggregate of 60,000,000 shares of its common stock. On April 28, 2017, with shareholders’ approval, the Company effectuated a one-for-eight reverse split of its outstanding common stock (“Reverse Stock Split”). Subsequent to the Reverse Stock Split, the common stock shares and warrant shares were adjusted to 3,750,000 and 7,500,014, respectively. The financing transaction resulted in proceeds of $14.1 million. On June 19, 2017, the Company entered into an equity purchase agreement (the “2017 Purchase Agreement”) with Lincoln Park Capital Fund, LLC. (“LPC”), pursuant to which the Company has the right, at its discretion, to sell up to an aggregate of $10.0 million in shares of the Company’s common stock and issue up to 181,708 shares of the Company’s common stock as a commitment fee to LPC. The 2017 Purchase Agreement will expire on December 19, 2019. On October 23, 2017, the Company entered into a definitive agreement with certain accredited investors in connection with a private placement of equity securities, (the “Private Placement”) for potentially $15 million in gross proceeds . The Private Placement is structured with two closings . The first closing occurred on October 27, 2017 and resulted in gross proceeds of approximately $2.9 million . The second closing , contingent upon the requisite shareholder approval pursuant to Nasdaq Rule 5635(d), is expected to result in gross proceeds of approximately $12.1 million . The Company plans to obtain such shareholder approval in the first quarter of 2018. See Footnote 10 for further details. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and will require substantial capital to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company will need substantial additional financing to continue development of its product candidates, obtain regulatory approvals, and prepare for commercial readiness if the clinical trials are successful; such financing may not be available on terms favorable to the Company, if at all, which raises substantial doubt about the Company’s ability to continue as a going concern as of the date of this report and that is not alleviated after consideration management’s plans to mitigate such concerns. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If adequate funds are not available, the Company may be required to delay, reduce the scope of, or eliminate one or more of its clinical trials. The Company plans to meet its capital requirements primarily through issuances of equity securities, future partnerships, debt financing, and in the longer term, revenue from product sales. Failure to generate revenue or raise additional capital would adversely affect the Company’s ability to achieve its intended business objectives. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and do not contain all the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited Condensed Consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 16, 2017. In the opinion of management, the accompanying unaudited Condensed Consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s interim consolidated financial information. The results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other period. The consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date but it does not include all the information and notes required by U.S. GAAP. On April 28, 2017, the Company implemented one eight Reverse Stock Split , The Company has evaluated events and transactions subsequent to the balance sheet date and has disclosed all events or transactions that occurred subsequent to the balance sheet date but prior to filing this Quarterly Report on Form 10-Q that would require recognition or disclosure in the unaudited Condensed Consolidated Financial Statements. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to clinical trial accruals, the tax provision, stock-based compensation, and warrant liabilities. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. Financial Instruments with Characteristics of Both Equity and Liabilities The Company has issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liabilities and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are re-measured at fair value at subsequent reporting periods with the resulting change in fair value recorded in other income/(expense). The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price volatility, expected life, and the probability of future equity issuances and their impact to the price protection feature. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The standards update outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09. The mandatory adoption date of ASC 606 for the Company is now January 1, 2018. There are two methods of adoption allowed, either a “full” retrospective adoption or a “modified” retrospective adoption. The Company expects to adopt the standard on a modified retrospective basis applying the new rules to all contracts existing at January 1, 2018, with an adjustment for the cumulative effect of all changes recognized in beginning retained earnings. Given that the Company is not currently generating revenue and most likely will not be generating revenue at the date of adoption, the adoption of this guidance is not expected to materially impact the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Among other requirements, the new guidance requires all tax effects related to share-based payments at settlement (or expiration) to be recorded through the income statement. Previously, tax benefits in excess of compensation cost ("windfalls") were recorded in equity, and tax deficiencies ("shortfalls") were recorded in equity to the extent of previous windfalls, and then to the income statement. As required, this change was applied prospectively to all excess tax benefits and tax deficiencies resulting from settlements. Under the new guidance, the windfall tax benefit is to be recorded when it arises, subject to normal valuation allowance considerations. As required, this change was applied on a modified retrospective basis. There was $0.3 million of unrecognized deferred tax assets attributable to excess tax benefits that were not previously recognized as the Company did not reduce income taxes payable. The cumulative adjustment for the adoption of ASU No. 2016-09 did not have an impact on net equity as the incremental deferred tax assets were fully offset by a corresponding increase in the deferred tax asset valuation allowance. ASU No. 2016-09 addressed the presentation of employee taxes paid on the statement of cash flows. The Company is now required to present the cost of shares withheld from the employee to satisfy the employees’ income tax liability as a financing activity on the statement of cash flows rather than as an operating cash flow. This change is applied on a retrospective basis, as required, but did not impact the statement of cash flows for the nine months ended September 30, 2017. ASU No. 2016-09 also permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation to either estimate the total number of awards for which the requisite service period will not be rendered, as currently required, or to account for forfeitures as they occur. Upon adoption, the Company elected to not make any changes to the current policy of accounting for forfeitures. |
COLLABORATIVE AGREEMENT
COLLABORATIVE AGREEMENT | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
COLLABORATIVE AGREEMENT | 2. COLLABORATIVE AGREEMENT In December 2014, the Company entered into an exclusive license agreement with Zenyaku (“Zenyaku Agreement”) for the development and commercialization of blisibimod in Japan and potentially other countries throughout Asia, while the Company retained full development and commercialization rights of blisibimod for all other global territories including North America and the European Union. The Zenyaku Agreement was mutually terminated in January 2016. Consequently, the Company accelerated the amortization period of its deferred revenue and fully amortized it as of January 7, 2016. |
RESEARCH AWARD
RESEARCH AWARD | 9 Months Ended |
Sep. 30, 2017 | |
Research and Development [Abstract] | |
RESEARCH AWARD | 3. RESEARCH AWARD In March 2015, the Company received a research award of up to $3 million from the CFFT for the Company's development of Sollpura. The Company retains the right to develop and commercialize Sollpura and will owe royalties to CFFT on net sales of any drug candidate approved and commercialized under the collaboration. The funding is disbursed by CFFT to the Company upon the Company’s achievement of milestones specified in the grant agreement. At its discretion, the Company may choose to fund a particular stage of the Sollpura development plan without CFFT funds. Any CFFT funds not expended on the development program of Sollpura must be returned to CFFT and, upon such return, the amounts of such returned funds will not be included as part of the research award for the purpose of calculating royalties or other amounts owed by the Company to CFFT. To the extent CFFT provides or makes available any information, expertise, know-how or other intellectual property related to cystic fibrosis or the treatment, prevention or cure there-of (“CFFT Know-How”) to the Company, CFFT grants to the Company a non-exclusive, transferrable, sub-licensable, worldwide rights and license under all of CFFT’s rights in such CFFT Know-How to assist the Company to research, develop, commercialize, make or have made, use, sell, have sold, offer for sale, import, export and otherwise exploit the product. In consideration for CFFT’s research award and any licenses of intellectual property granted by CFFT, the Company agrees to pay royalties to CFFT as follows: i) a one-time royalty in an amount equal to five times the actual award, payable in three installments between the first and second anniversaries of the first commercial sale of a product; ii) a one-time royalty in an amount equal to the actual award after net product sales reaches $100 million; and iii) in the event of a license, sale or other transfer of the product or a change of control transaction prior to the commercial sale of the product, a milestone payment equal to three times the actual award. As of March 31, 2017, the Company has fully recognized the research award. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 4. NET LOSS PER SHARE Basic net loss attributable to common stockholders per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted Earnings Per Share, or EPS, is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. For the three and nine months ended September 30, 2016, diluted EPS is identical to basic EPS since common equivalent shares are excluded from the calculation, as their effect is anti-dilutive. For the three and nine months ended September 30, 2017, diluted EPS is identical to basic EPS due to all of the Company’s outstanding warrants and stock options having exercise prices higher than the Company’s average stock price during the period. The effect of preferred shares is excluded during periods with a net loss as their effect is anti-dilutive. The following table summarizes the Company’s calculation of net loss per common share (in thousands except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss per share Numerator Net loss $ (6,307 ) $ (16,478 ) $ (17,201 ) $ (42,538 ) Deemed dividend attributable to preferred stock — (8,807 ) (2,503 ) (8,807 ) Net loss applicable to common $ (6,307 ) $ (25,285 ) $ (19,704 ) $ (51,345 ) Denominator Weighted average common shares outstanding 10,947,338 5,210,334 9,296,890 5,115,560 Basic and diluted net loss per share $ (0.58 ) $ (4.85 ) $ (2.12 ) $ (10.04 ) The following outstanding options, warrants, and Series X convertible preferred stock that are potentially dilutive securities were excluded from the computation of diluted net loss per share, as the effect of including them would have been antidilutive. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Options to purchase common stock 1,240,974 721,252 995,274 654,567 Warrants to purchase common stock 7,774,815 57,805 5,796,789 22,810 Series X convertible preferred stock 27,295 299,755 91,496 98,800 Total 9,043,084 1,078,812 6,883,559 776,177 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 5. FAIR VALUE OF FINANCIAL INSTRUMENTS Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is broken down into the three input levels summarized below: · Level 1 · Level 2 · Level 3 The following tables present the Company’s fair value hierarchy for all its financial assets and liabilities (including those in cash and cash equivalents), in thousands, by major security type measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 Estimated Fair Value Level 1 Level 2 Level 3 Warrant Liability $ 4,050 $ — $ — $ 4,050 December 31, 2016 Estimated Fair Value Level 1 Level 2 Level 3 Money market funds $ 19,416 $ 19,416 $ — $ — The Company Warrants containing price protection rights are accounted for as liabilities, with changes in the fair values included in net loss for the respective periods. Because some of the inputs to the valuation model are either not observable or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. The following table summarizes the changes in the Company’s Level 3 warrant liability (in thousands): September 30, 2017 Beginning balance $ - Addition to fair value of warrant liability during the three months ended March 31, 2017 14,700 Decrease in fair value of warrant liability from April 1 to September 30, 2017 (10,650 ) Ending balance $ 4,050 There were no transfers between Level 1, Level 2 or Level 3 for the nine months ended September 30, 2017 and year ended December 31, 2016. |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2017 | |
Warrant Liability | |
WARRANT LIABILITY | 6. WARRANT LIABILITY Pursuant to an underwriting agreement entered into in March 2017, the Company issued warrants to purchase 30,000,000 shares of common stock at an initial exercise price of $0.55 per share (“Tranche 1 Warrants”) and warrants to purchase 30,000,000 shares of common stock at an initial exercise price of $0.50 per share (“Tranche 2 Warrants”) to certain investors . On April 28, 2017, the Company implemented a one-for-eight reverse split of its outstanding common stock. The Reverse Stock Split did not change the number of authorized shares of common stock, which remained at 100,000,000, but did increase the number of authorized but unissued shares of common stock , resulting in sufficient authorized shares of common stock to settle the warrants. After giving effect to the Reverse Stock Split, the number of shares issuable upon exercise and the exercise price of the Tranche 1 Warrants were 3,750,007 and $4.40, respectively, and the number of shares issuable upon exercise and the exercise price of the Tranche 2 Warrants were 3,750,007 and $4.00, respectively. The Tranche 1 Warrants will expire on April 28, 2022 and the Tranche 2 Warrants expired on October 28, 2017. The exercise price of the Tranche 1 and Tranche 2 warrants are subject to adjustment in the event of a stock combination, reverse split, or similar transaction involving common stock (each, a “Stock Combination Event”) if the average volume weighted average price (“VWAP") of the common stock for the five lowest trading days during the 15 consecutive trading day period ending and including the trading day immediately preceding the 16 th As a result of the Reverse Stock Split, were each 1.8918. The Company accounted for the warrants under ASC Topic 815, Derivatives and Hedging The Company estimated the fair value of the warrants using the Monte Carlo simulation model, which combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, and the probability of future equity events. Inputs used in the valuation of each tranche on issuance date and September 30, 2017 were as follows: Issuance Date Tranche 1 Tranche 2 Common stock price $ 3.44 $ 3.44 Exercise price $ 4.40 $ 4.00 Expected Volatility 112.5 % 112.5 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 2.03 % 2.03 % Expected Term (years) 5.0 0.5 September 30, 2017 Tranche 1 Tranche 2 Common stock price $ 1.44 $ 1.44 Exercise price $ 1.89 $ 1.89 Expected Volatility 93.7 % 93.7 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 1.86 % 1.86 % Expected Term (years) 4.6 0.1 For the fair value determination, the Company computed the historical volatility based on daily pricing observations for a period that corresponds to the expected term of the warrants. The expected term for both valuation dates are based on the remaining contractual term of the warrants. The risk-free interest rates are the U.S. Treasury bond rate as of the valuation dates. The fair value of these warrants also incorporated the Company’s assumptions about future equity issuances and their impact to the price protection feature. For the Tranche 1 warrants the valuation factored in one potential reverse split subsequent to the reverse-split on April 28, 2017 and prior to the expiration of the 5-year term. No reverse split was factored in with respect to valuation of the Tranche 2 warrants as they became expired on October 28, 2017. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7 COMMITMENTS AND CONTINGENCIES Leases The Company leases its main operating facility in Hayward, California. The lease was for approximately 14,000 square feet and the lease agreement was due to expire in September 2017. On July 20, 2017, the Company terminated the lease agreement and concurrently entered into a sublease agreement for approximately 8,000 square feet of the same facility. The sublease agreement will expire on August 31, 2019. In April 2016, the Company leased its second operating facility in Pleasanton, California. The lease is for approximately 1,200 square feet and the lease agreement will expire in May 2019. Other Commitments In December 2007, the Company and Amgen entered into a worldwide, exclusive license agreement (the “Amgen Agreement”) to develop and commercialize blisibimod in any indication, including for the treatment of systemic lupus erythematosus (“lupus”). Under the terms of the Amgen Agreement, the Company paid a nonrefundable, upfront license fee of $6.0 million. As there was no future alternative use for the technology, the Company expensed the license fee in research and development expenses during 2007. Under the terms of the Amgen Agreement, the Company is obligated to make additional milestone payments to Amgen of up to $33.0 million upon the achievement of certain development and regulatory milestones. The Company is also obligated to pay tiered royalties on future net sales of products, ranging from the high single digits to the low double digits, which are developed and approved as defined by this collaboration. The Company’s royalty obligations as to a particular licensed product will be payable, on a country-by-country and licensed product-by-licensed product basis, for the longer of (a) the date of expiration of the last to expire valid claim within the licensed patents that covers the manufacture, use or sale, offer to sell, or import of such licensed product by the Company or a sublicense in such country or (b) 10 years after the first commercial sale of the applicable licensed product in the applicable country. On July 11, 2014, the Company and Eli Lilly and Company (“Eli Lilly”) entered into a worldwide, exclusive license agreement (the “Lilly Agreement”), to develop and commercialize Sollpura, a Phase 3 novel investigational Pancreatic Enzyme Replacement Therapy (“PERT”), for the treatment of patients with Exocrine Pancreatic Insufficiency, or EPI, often seen in patients with cystic fibrosis and other conditions. Under the terms of the Lilly Agreement, the Company was not required to make any up-front payment but is obligated to make milestone payments of up to up to $33.5 million for capsule products and $9.5 million for reformulated products upon the achievement of certain regulatory and commercial sales milestones, none of which have been achieved as of September 30, 2017. In addition, after sales of the licensed products exceed an aggregate of $100.0 million in the United States, the Company is obligated to pay tiered royalties on future net sales of products, ranging from the single digits to the mid-teens, that are developed and approved as defined in the Lilly Agreement. The Company’s royalty obligations as to a particular licensed product will be payable, on a licensed product-by-licensed product basis, for the longer of (a) the date of expiration of the last to expire valid claim within the licensed patents that covers the manufacture, use or sale, offer to sell, or import of such licensed product by the Company or a sublicense in such country, or (b) 12 years after the first commercial sale of the applicable licensed product in the applicable country. See Note 3 – “Research Award” for discussion of commitments and contingencies associated with the research award received from the CFFT. Litigation On February 13, 2017, a complaint was filed in the United States District Court for the Northern District of California captioned Brian Clevlen v. Anthera Pharmaceuticals, Inc., et al., Case No. 3:17-cv-715, on behalf of a putative class of the Company’s stockholders against the Company and certain of its current and former officers. The complaint asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of all stockholders that purchased the Company’s common stock between February 10, 2015 and December 27, 2016. The complaint alleges that the Company made false or misleading statements and/or omissions with respect to the CHABLIS-SC1 trial and SOLUTION study. The complaint seeks unspecified damages, interest, attorneys’ fees, cos ts, and such other relief at the Court may deem just and proper. On April 17, 2017, Urešomir Čorak, a putative stockholder of the Company, filed a motion to be appointed as lead plaintiff, and to have the law firm of Levi & Korsinsky LLP appointed as lead counsel in the action. On April 17, 2017, a group of putative stockholders of the Company, comprised of Kent Roberts, Kent Roberts FBO Evan Roberts, Kent Roberts Parent FBO Owen Roberts, and Bobby King, filed a motion to be appointed as lead plaintiff, to have the law firm of Lifschitz & Miller LLP appointed as lead counsel, and to have the law firm of Reich Radcliffe & Hoover LLP appointed as liaison counsel in the action. On May 18, 2017, the Court appointed Urešomir Čorak as lead plaintiff, and Levi & Korsinsky LLP as lead counsel in the action. On July 17, 2017, lead plaintiff filed a notice of voluntary dismissal of the action without prejudice. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 shares of $0.001 par value preferred stock. The Company’s Board of Directors is authorized to designate the terms and conditions of any preferred stock issued by the Company without further action by the common stockholders. The Company designated 17,000 shares of its authorized and unissued preferred stock as Series X convertible preferred stock and filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock with the Delaware Secretary of State. As of September 30, 2017, there were 430 shares of Series X Convertible Preferred Stock issued, outstanding and convertible into 27,296 shares of common stock. In September 2016, the Company entered into a subscription agreement with certain institutional investors pursuant to which it sold 17,000 Series X units for a purchase price of $1,000 per unit in a registered direct offering (the “Subscription Agreement”). Each unit consists of one share of Series X Convertible Preferred Stock and a warrant to purchase 15.87 shares of common stock. The conversion price for the Series X Convertible Preferred Stock became fixed on November 16, 2016 at $15.7536 per share, which represented the VWAP of the Company’s common stock over the five full trading days following the date of the Company’s initial public announcement of topline and/or efficacy data from the CHABLIS-SC1 study on November 10, 2016. The registered direct offering resulted in gross proceeds of $17.0 million. The holders of Series X Convertible Preferred Stock do not have any voting rights nor the right to elect any members to the board of directors. The Series X Convertible Preferred Stock has a contingent redemption clause. The Company is not required to issue any shares of common stock upon conversion of any shares of Series X Convertible Preferred Stock to the extent that (i) the aggregate issuance of common stock will be greater than 1,048,229 shares or 19.99% of the total outstanding shares of the Company (the “Threshold Amount”) and (ii) the conversion has not been approved by the Company’s stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635(d) (a “Blocked Conversion”). On April 27, 2017, the shareholders approved a proposal to allow holders of Series X Convertible Preferred Stock to convert their shares of Series X Convertible Preferred Stock that converted into common stock in excess of the Threshold Amount which was 30,890 shares of common stock or 487 shares of Series X Convertible Preferred Stock. As a result, the Series X Preferred shares are no longer redeemable by the holder and the shares were reclassified from temporary to permanent equity in the statement of stockholders’ equity. As of September 30, 2017, 16,570 shares of Series X Convertible Preferred Stock have been converted into a total of 1,051,823 shares of common stock. The conversion is reflected as a reduction in Series X Convertible Preferred Stock. An aggregate of $13.4 million discount has been recognized as a deemed dividend in connection with the conversion of Series X Convertible Preferred stock as of September 30, 2017 and no warrants had been exercised. The Subscription Agreement also provided the investors the right, but not the obligation to make additional investments. These rights expired unexercised on January 26, 2017. Common Stock In March 2016, the Company filed a universal shelf registration statement with the SEC on Form S-3 (File No. 333-210166) for the proposed offering from time to time of up to $100.0 million of its securities, including common stock, preferred stock, debt securities and/or warrants. On April 21, 2016, the Company registered $25.0 million under the registration statement (File No. 333-210166) for the at-the-market sales agreement with H.C. Wainwright (the “H.C. Wainwright ATM Agreement”). On March 14, 2017, the Company amended the H.C. Wainwright ATM Agreement and reduced the amount registered under the registration statement to $23 million. In June 2017, in connection with the execution of the 2017 Purchase Agreement, the Company filed a prospectus supplement suspending and reducing all offerings pursuant to the H.C. Wainwright ATM agreement. On April 27, 2016, the Company registered $14.4 million under the registration statement (File No. 333-210166) for the equity purchase agreement with LPC (the “2015 Purchase Agreement”). On March 12, 2017, upon the expiration of the 2015 Purchase Agreement, $13.4 million of unused amount became available under the registration statement. On June 19, 2017, the Company entered into a new equity purchase agreement with LPC, the 2017 Purchase Agreement, and registered $10.3 million under the registration statement (File No. 333-210166). Pursuant to the 2017 Purchase Agreement, the Company has the right, but not the obligation, to sell up to an aggregate of $10.0 million in shares of common stock and issue up to 181,708 shares of common stock as a commitment fee to LPC over a period of thirty months. Upon executing the 2017 Purchase Agreement, LPC made an initial purchase of 291,036 shares of common stock for gross proceeds of $0.5 million. As of September 30, 2017, the Company has sold 1,204,411 shares of common stock for an aggregate cash proceeds of $1.8 million pursuant to the 2017 Purchase Agreement and issued 131,909 shares of common stock to LPC as commitment fee, leaving a balance of $8.2 million available for future issuance pursuant to the 2017 Purchase Agreement. The 2017 Purchase Agreement will expire on December 19, 2019. On September 8, 2016, the Company registered $22.1 million under the registration statement (File No. 333-210166) for a subscription agreement with certain institutional investors for the sale of convertible preferred stock and issuance of warrants in a registered direct offering. On March 14, 2017, in connection with a registered direct offering of common stock and warrants, the Company registered $46.5 million under the registration statement (File No. 333-210166) (the “March 2017 Offering”). During the three months ended June 30, 2017, the exercise price of certain warrants issued in connection with the March 2017 Offering was reduced and therefore resulted in $17.3 million re-allocated back to the shelf registration statement. As of September 30, 2017, there was a balance of $14.4 million available for future issuance under the registration statement (File No. 333-210166). The S-3 registration statement is subject to Instruction I.B.6. of Form S-3, which imposes a limitation on the maximum amount of securities that the Company may sell pursuant to the registration statement during any twelve-month period. When the Company sells securities pursuant to the registration statement, the amount of securities to be sold plus the amount of any securities the Company has sold during the prior twelve months in reliance on Instruction I.B.6. may not exceed one-third of the aggregate market value of its outstanding common stock held by non-affiliates as of a day during the 60 days immediately preceding such sale, as computed in accordance with Instruction I.B.6. Based on this calculation, the Company expects it will be significantly limited, and likely unable to sell additional securities pursuant to its effective registration statement on Form S-3 for a period of twelve months from March 16, 2017, unless and until the market value of the Company’s outstanding common stock held by non-affiliates increases significantly. If the Company cannot sell securities under its shelf registration, the Company may be required to utilize more costly and time-consuming means of accessing the capital markets, which could materially adversely affect its liquidity and cash position. At September 30, 2017, the Company had reserved the following shares for future issuance: Convertible Series X preferred stock 27,296 Common stock options outstanding 1,179,986 Common stock warrants outstanding 7,774,815 Common stock options available for future grant under stock option plan 128,616 Common stock available for future grant under ESPP plan 449 Total 9,111,162 Warrants In connection with a venture debt executed in March 2011, the Company issued a seven-year warrant to the lender for the purchase of 5,022 shares of the Company’s common stock at an exercise price of $384.00 per share. The warrant was immediately exercisable and expires in March 2018. As of September 30, 2017, the warrants remained outstanding and exercisable. These warrants are classified in permanent equity on the Company’s consolidated Balance Sheet. In connection with the issuance of Series X convertible preferred stock in September 2016, the Company issued warrants to certain institutional investors to purchase shares of the Company’s common stock. On November 16, 2016, the exercise price and number of shares of common stock underlying the warrants became fixed at $18.90 and 269,779, respectively. The warrants are exercisable at any time and from time to time after March 13, 2017, and will expire on September 13, 2019. As of September 30, 2017, the warrants remained outstanding. These warrants are classified in permanent equity on the Company’s consolidated Balance Sheet. Pursuant to the underwriting agreement for the sale of common stock and warrants in March 2017, the Company issued 30,000,000 warrants (“Tranche 1 Warrants”) at an initial exercise price of $0.55 per share and 30,000,000 (“Tranche 2 Warrants”) at an initial exercise price of $0.50 per share to the investors to purchase shares of the Company’s common stock. The Company did not have sufficient authorized but unissued common stock to issue the warrants at the time the underwriting agreement was executed. On April 28, 2017, with shareholders’ approval, the Company effectuated a one-for-eight reverse split of its outstanding common stock. Subsequent to the Reverse Stock Split, the Tranche 1 Warrant shares and exercise prices were adjusted to 3,750,007 and $4.40, respectively, and the Tranche 2 Warrants shares and exercise price were adjusted to 3,750,007 and $4.00, respectively. Effective as of May 22, 2017, the Tranche 1 and Tranche 2 Warrants’ exercise price were further adjusted to $1.8918 pursuant to Section 2(c) of the warrant agreements, which was the average VWAP of the five (5) lowest trading days during the fifteen (15) consecutive trading days following the April 28, 2018 reverse stock split. The Tranche 1 Warrants will expire on April 28, 2022. The Tranche 2 Warrants expired on October 28, 2017. These warrants are classified as liabilities on the Company’s consolidated Balance Sheet until the warrants are exercised or expired. |
SHARE-BASED COMPENSATION PLANS
SHARE-BASED COMPENSATION PLANS | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
SHARE-BASED COMPENSATION PLANS | 9. SHARE-BASED COMPENSATION PLANS 2013 Plan On March 25, 2013, the Company’s board of directors adopted the 2013 Stock Option and Incentive Plan (the “2013 Plan”), which was also approved by the Company’s stockholders at its annual general meeting on May 16, 2013. The Company initially reserved 218,750 shares of its common stock for the issuance of awards under the 2013 Plan, plus all shares remaining available for grant under the Company’s 2010 Stock Option and Incentive Plan (the “2010 Plan”), plus any additional shares returned under the 2010 Plan or 2013 Plan as a result of the cancellation, forfeiture or other termination (other than by exercise) of awards issued pursuant to the 2010 Plan or 2013 Plan, subject in all cases to adjustment including reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock. In May 2015, the Company’s shareholders approved an additional 223,852 shares of its common stock for issuance of awards under the 2013 Plan. Of the shares of common stock reserved for issuance under the 2013 Plan, no more than 93,750 shares will be issued to any individual participant as incentive options, non-qualified options or stock appreciation rights during any calendar year. The 2013 Plan permits the granting of incentive and non-statutory stock options, restricted and unrestricted stock awards, restricted stock units, stock appreciation rights, performance share awards, cash-based awards and dividend equivalent rights to eligible employees, directors and consultants. The option exercise price of an option granted under the 2013 Plan may not be less than 100% of the fair market value of a share of the Company’s common stock on the date the stock option is granted. Options granted under the 2013 Plan have a maximum term of 10 years and generally vest over four years. In addition, in the case of certain large stockholders, the minimum exercise price of incentive options must equal 110% of fair market value on the date of grant and the maximum term is limited to five years. Subject to overall Plan limitations, the maximum aggregate number of shares of common stock that may be issued in the form of incentive options shall not exceed 781,250 shares of common stock. The 2013 Plan does not allow the option holders to exercise their options prior to vesting. The terms of awards granted during the three and nine months ended September 30, 2017 and the method for determining the grant date fair value of the awards were consistent with those described in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The following table summarizes stock option activity for the nine months ended September 30, 2017 (in thousands except share and per share information): Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at December 31, 2016 749,517 $ 29.82 8.19 $ — Granted 697,265 $ 1.69 Exercised — — Cancelled and expired (34,315 ) $ 31.23 Forfeited (232,481 ) $ 34.05 Balance at September 30, 2017 1,179,986 $ 12.33 8.65 $ — Exercisable at September 30, 2017 382,449 $ 22.51 7.17 $ — The intrinsic value of stock options represents the difference between the exercise price of stock options and the market price of our stock on that day for all in-the-money options. As of September 30, 2017, there was $4.43 million of total unrecognized compensation expense related to stock options and is expected to be amortized on a straight-line basis over a weighted-average remaining period of 2.21 years. The assumptions used in the Black-Scholes option-pricing model to value stock options are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected Volatility 109 % 97 % 134 % 98 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 2.02 % 1.23 % 1.89 % 1.45 % Expected Term (years) 6.87 6.02 6.07 5.93 Weighted-average fair value per option $ 1.31 $ 19.58 $ 1.52 $ 21.62 2010 Employee Stock Purchase Plan (“ESPP”) Effective July 2010, under the terms of the ESPP, eligible employees of the Company may authorize the Company to deduct amounts from their compensation, which amounts are used to enable the employees to purchase shares of the Company’s common stock. The Company initially reserved 1,562 shares of common stock for issuance thereunder on January 1, 2011, and on each January 1 thereafter, the number of shares of stock reserved and available for issuance under the Plan shall be cumulatively increased by the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) 3,906 shares of common stock. On January 1, 2017, in accordance with the ESPP’s annual increase provisions, the authorized shares in the ESPP increased by 3,906. On April 27, 2017, the Company’s shareholders approved a one-time increase to the ESPP pool by 27,344 shares and increase the number of shares available for issuance under the Plan by the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) 31,250 shares of common stock, starting in January 1, 2018. Under the ESPP, eligible employees of the Company may authorize the Company to deduct amounts from their compensation, which amounts are used to enable the employees to purchase shares of the Company’s common stock. The purchase price per share is 85% of the fair market value of the common stock as of the first date or the ending date of the applicable semi-annual purchase period, whichever is less (the “Look-Back Provision”). The 15% discount and the Look-Back Provision make the ESPP compensatory. The Black-Scholes option pricing model was used to value the employee stock purchase rights. The assumptions used in the Black-Scholes option-pricing model to value the employee stock purchase rights are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected Volatility 107 % 99 % 157 % 94 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 0.88 % 0.40 % 0.58 % 0.33 % Expected Term (years) 0.50 0.50 0.50 0.50 Stock-Based Compensation Expense Total stock-based compensation expense, including expense recorded for the ESPP, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 261 $ 454 $ 1,155 $ 1,330 General and administrative 707 932 1,768 2,613 Total $ 968 $ 1,386 $ 2,923 $ 3,943 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENT On October 23, 2017, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) with a select group of accredited investors (the “Purchasers”). The Private Placement is structured with two closings. Pursuant to the Securities Purchase Agreement, at the initial closing on October 27, 2017 (the “Initial Closing”), Purchasers purchased 2,306,737 shares of the Company’s common stock , par value $0.001, at $1.25 per share for gross proceeds of approximately $2.9 million . Each share of common stock was issued with a warrant to purchase 3.0 additional shares of the Company’s common stock at an exercise price of $ 1.55 per share. The warrants will become exercisable on the six month and one day anniversary of the Initial Closing and will have a term of five years and six months. At the second closing (the “Second Closing”), Purchasers are expected to purchase 7,625,741 shares of the Company’s common stock , par value $0.001, at $1.25 per share and 2,067,522 shares of the Company’s non-voting Class Y Convertible Preferred Stock , par value $0.001 (the “Class Y Preferred Stock”), at $1.25 per share, convertible into 2,067,522 shares of Company common stock upon certain conditions. Each share of common stock or Class Y Preferred Stock will be issued with a warrant that is immediately exercisable to purchase 1.0 additional share of the Company’s common stock at an exercise price of $ 1.25 per share. The warrants issued in the Second Closing will have a term of five years from their date of issuance. Gross proceeds from the Second Closing are expected to be approximately $12.1 million. The Company expects that the aggregate number of voting securities to be sold at the Initial Closing and Second Closing of the private placement shall constitute the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable into common stock) equal to 20% or more of the voting power outstanding before the Private Placement in contravention of Nasdaq Rule 5635(d)(2). Therefore, after the Initial Closing, the Company intends to immediately Second Closing Second Closing The Company plans to obtain such stockholder approval in the first quarter of 2018. |
ORGANIZATION AND SIGNIFICANT 18
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization | Organization Anthera Pharmaceuticals, Inc. (“the Company”) is a biopharmaceutical company focused on advancing the development and commercialization of innovative medicines that benefit patients with unmet medical needs. The Company currently has two compounds in development, Sollpura and blisibimod. The Company licensed Sollpura from Eli Lilly & Co (“Eli Lilly”) in July 2014. Sollpura is a novel non-porcine investigational Pancreatic Enzyme Replacement Therapy (“PERT”) intended for the treatment of patients with Exocrine Pancreatic Insufficiency (“EPI”), often seen in patients with cystic fibrosis and other conditions. The Company licensed blisibimod from Amgen, Inc. (“Amgen”) in December 2007. Blisibimod targets B-cell activating factor or (“BAFF”) which has been shown to be elevated in a variety of B-cell mediated autoimmune diseases, including Immunoglobulin A nephropathy, or IgA nephropathy. |
Liquidity and Need for Additional Capital | Liquidity and Need for Additional Capital The Company’s planned principal operations are acquiring product and technology rights, raising capital and performing research and development activities. The Company is currently conducting research and development activities to treat EPI and IgA Nephropathy. The Company’s activities are subject to significant risks and uncertainties. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. Since inception in 2004, the Company has funded its operations through equity offerings, private placements of convertible debt, debt financing, equity investment and cost reimbursement from a former collaborative partner, and a research award from Cystic Fibrosis Foundation Therapeutics Incorporated ("CFFT"). On April 21, 2016, the Company entered into an At Market Issuance Sales Agreement (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”) to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $25 million through H.C Wainwright, as agent, which was amended and reduced to $23 million on March 14, 2017. In June 2017, in connection with the execution of an equity purchase agreement with Lincoln Park Capital, LLC. (“LPC”), the Company filed a prospectus supplement suspending and reducing all offerings pursuant to the H.C. Wainwright ATM agreement. In March 2017, the Company entered into an underwriting agreement with H.C. Wainwright, pursuant to which the Company sold an aggregate of 30,000,000 shares of its common stock and agreed to issue warrants to purchase an aggregate of 60,000,000 shares of its common stock. On April 28, 2017, with shareholders’ approval, the Company effectuated a one-for-eight reverse split of its outstanding common stock (“Reverse Stock Split”). Subsequent to the Reverse Stock Split, the common stock shares and warrant shares were adjusted to 3,750,000 and 7,500,014, respectively. The financing transaction resulted in proceeds of $14.1 million. On June 19, 2017, the Company entered into an equity purchase agreement (the “2017 Purchase Agreement”) with Lincoln Park Capital Fund, LLC. (“LPC”), pursuant to which the Company has the right, at its discretion, to sell up to an aggregate of $10.0 million in shares of the Company’s common stock and issue up to 181,708 shares of the Company’s common stock as a commitment fee to LPC. The 2017 Purchase Agreement will expire on December 19, 2019. On October 23, 2017, the Company entered into a definitive agreement with certain accredited investors in connection with a private placement of equity securities, (the “Private Placement”) for potentially $15 million in gross proceeds . The Private Placement is structured with two closings . The first closing occurred on October 27, 2017 and resulted in gross proceeds of approximately $2.9 million . The second closing , contingent upon the requisite shareholder approval pursuant to Nasdaq Rule 5635(d), is expected to result in gross proceeds of approximately $12.1 million . The Company plans to obtain such shareholder approval in the first quarter of 2018. See Footnote 10 for further details. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial capital to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company will need substantial additional financing to continue development of its product candidates, obtain regulatory approvals, and prepare for commercial readiness if the clinical trials are successful; such financing may not be available on terms favorable to the Company, if at all, which raises substantial doubt about the Company’s ability to continue as a going concern as of the date of this report and that is not alleviated after consideration management’s plans to mitigate such concerns. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If adequate funds are not available, the Company may be required to delay, reduce the scope of, or eliminate one or more of its clinical trials. The Company plans to meet its capital requirements primarily through issuances of equity securities, future partnerships, debt financing, and in the longer term, revenue from product sales. Failure to generate revenue or raise additional capital would adversely affect the Company’s ability to achieve its intended business objectives. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and do not contain all the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited Condensed Consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 16, 2017. In the opinion of management, the accompanying unaudited Condensed Consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s interim consolidated financial information. The results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other period. The consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date but it does not include all the information and notes required by U.S. GAAP. On April 28, 2017, the Company implemented one eight Reverse Stock Split , The Company has evaluated events and transactions subsequent to the balance sheet date and has disclosed all events or transactions that occurred subsequent to the balance sheet date but prior to filing this Quarterly Report on Form 10-Q that would require recognition or disclosure in the unaudited Condensed Consolidated Financial Statements. |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to clinical trial accruals, the tax provision, stock-based compensation, and warrant liabilities. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. |
Financial Instruments with Characteristics of Both Equity and Liabilities | Financial Instruments with Characteristics of Both Equity and Liabilities The Company has issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liabilities and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are re-measured at fair value at subsequent reporting periods with the resulting change in fair value recorded in other income/(expense). The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price volatility, expected life, and the probability of future equity issuances and their impact to the price protection feature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The standards update outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09. The mandatory adoption date of ASC 606 for the Company is now January 1, 2018. There are two methods of adoption allowed, either a “full” retrospective adoption or a “modified” retrospective adoption. The Company expects to adopt the standard on a modified retrospective basis applying the new rules to all contracts existing at January 1, 2018, with an adjustment for the cumulative effect of all changes recognized in beginning retained earnings. Given that the Company is not currently generating revenue and most likely will not be generating revenue at the date of adoption, the adoption of this guidance is not expected to materially impact the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Among other requirements, the new guidance requires all tax effects related to share-based payments at settlement (or expiration) to be recorded through the income statement. Previously, tax benefits in excess of compensation cost ("windfalls") were recorded in equity, and tax deficiencies ("shortfalls") were recorded in equity to the extent of previous windfalls, and then to the income statement. As required, this change was applied prospectively to all excess tax benefits and tax deficiencies resulting from settlements. Under the new guidance, the windfall tax benefit is to be recorded when it arises, subject to normal valuation allowance considerations. As required, this change was applied on a modified retrospective basis. There was $0.3 million of unrecognized deferred tax assets attributable to excess tax benefits that were not previously recognized as the Company did not reduce income taxes payable. The cumulative adjustment for the adoption of ASU No. 2016-09 did not have an impact on net equity as the incremental deferred tax assets were fully offset by a corresponding increase in the deferred tax asset valuation allowance. ASU No. 2016-09 addressed the presentation of employee taxes paid on the statement of cash flows. The Company is now required to present the cost of shares withheld from the employee to satisfy the employees’ income tax liability as a financing activity on the statement of cash flows rather than as an operating cash flow. This change is applied on a retrospective basis, as required, but did not impact the statement of cash flows for the nine months ended September 30, 2017. ASU No. 2016-09 also permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation to either estimate the total number of awards for which the requisite service period will not be rendered, as currently required, or to account for forfeitures as they occur. Upon adoption, the Company elected to not make any changes to the current policy of accounting for forfeitures. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Net Income (Loss) Per Common Share | The following table summarizes the Company’s calculation of net loss per common share (in thousands except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss per share Numerator Net loss $ (6,307 ) $ (16,478 ) $ (17,201 ) $ (42,538 ) Deemed dividend attributable to preferred stock — (8,807 ) (2,503 ) (8,807 ) Net loss applicable to common $ (6,307 ) $ (25,285 ) $ (19,704 ) $ (51,345 ) Denominator Weighted average common shares outstanding 10,947,338 5,210,334 9,296,890 5,115,560 Basic and diluted net loss per share $ (0.58 ) $ (4.85 ) $ (2.12 ) $ (10.04 ) |
Schedule of Antidilutive Securities | The following outstanding options, warrants, and Series X convertible preferred stock that are potentially dilutive securities were excluded from the computation of diluted net loss per share, as the effect of including them would have been antidilutive. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Options to purchase common stock 1,240,974 721,252 995,274 654,567 Warrants to purchase common stock 7,774,815 57,805 5,796,789 22,810 Series X convertible preferred stock 27,295 299,755 91,496 98,800 Total 9,043,084 1,078,812 6,883,559 776,177 |
FAIR VALUE OF FINANCIAL INSTR20
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company’s fair value hierarchy for all its financial assets and liabilities (including those in cash and cash equivalents), in thousands, by major security type measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 Estimated Fair Value Level 1 Level 2 Level 3 Warrant Liability $ 4,050 $ — $ — $ 4,050 December 31, 2016 Estimated Fair Value Level 1 Level 2 Level 3 Money market funds $ 19,416 $ 19,416 $ — $ — |
Schedule of Changes in Level 3 Warrant Liability | The following table summarizes the changes in the Company’s Level 3 warrant liability (in thousands): September 30, 2017 Beginning balance $ - Addition to fair value of warrant liability during the three months ended March 31, 2017 14,700 Decrease in fair value of warrant liability from April 1 to September 30, 2017 (10,650 ) Ending balance $ 4,050 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Warrant [Member] | |
Summary of Fair Value Assumptions | The Company estimated the fair value of the warrants using the Monte Carlo simulation model, which combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, and the probability of future equity events. Inputs used in the valuation of each tranche on issuance date and September 30, 2017 were as follows: Issuance Date Tranche 1 Tranche 2 Common stock price $ 3.44 $ 3.44 Exercise price $ 4.40 $ 4.00 Expected Volatility 112.5 % 112.5 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 2.03 % 2.03 % Expected Term (years) 5.0 0.5 September 30, 2017 Tranche 1 Tranche 2 Common stock price $ 1.44 $ 1.44 Exercise price $ 1.89 $ 1.89 Expected Volatility 93.7 % 93.7 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 1.86 % 1.86 % Expected Term (years) 4.6 0.1 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders Equity Tables | |
Schedule of Shares Reserved for Issuance | At September 30, 2017, the Company had reserved the following shares for future issuance: Convertible Series X preferred stock 27,296 Common stock options outstanding 1,179,986 Common stock warrants outstanding 7,774,815 Common stock options available for future grant under stock option plan 128,616 Common stock available for future grant under ESPP plan 449 Total 9,111,162 |
SHARE-BASED COMPENSATION PLANS
SHARE-BASED COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2017 (in thousands except share and per share information): Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at December 31, 2016 749,517 $ 29.82 8.19 $ — Granted 697,265 $ 1.69 Exercised — — Cancelled and expired (34,315 ) $ 31.23 Forfeited (232,481 ) $ 34.05 Balance at September 30, 2017 1,179,986 $ 12.33 8.65 $ — Exercisable at September 30, 2017 382,449 $ 22.51 7.17 $ — |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense, including expense recorded for the ESPP, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 261 $ 454 $ 1,155 $ 1,330 General and administrative 707 932 1,768 2,613 Total $ 968 $ 1,386 $ 2,923 $ 3,943 |
Stock Options [Member] | |
Summary of Fair Value Assumptions for Stock Options and Stock Purchase Rights | The assumptions used in the Black-Scholes option-pricing model to value stock options are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected Volatility 109 % 97 % 134 % 98 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 2.02 % 1.23 % 1.89 % 1.45 % Expected Term (years) 6.87 6.02 6.07 5.93 Weighted-average fair value per option $ 1.31 $ 19.58 $ 1.52 $ 21.62 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Value Assumptions for Stock Options and Stock Purchase Rights | The assumptions used in the Black-Scholes option-pricing model to value the employee stock purchase rights are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected Volatility 107 % 99 % 157 % 94 % Dividend Yield 0 % 0 % 0 % 0 % Risk-Free Interest Rate 0.88 % 0.40 % 0.58 % 0.33 % Expected Term (years) 0.50 0.50 0.50 0.50 |
ORGANIZATION AND SIGNIFICANT 24
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 19, 2017 | Mar. 12, 2015 | Oct. 23, 2017 | Apr. 28, 2017 | Sep. 30, 2017 | Mar. 16, 2017 | Dec. 31, 2016 | Sep. 08, 2016 | Apr. 21, 2016 | Mar. 31, 2011 |
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Maximum proceeds pursuant to security agreement | $ 23,000 | $ 25,000 | ||||||||
Number of shares per warrants | 60,000,000 | 5,022 | ||||||||
Reverse split stock | one-for-eight | |||||||||
Common stock, shares issued | 80,609,310 | 11,446,920 | 5,745,536 | |||||||
Remain unchange Common stock authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Gross proceed from PIPE | $ 15,000 | |||||||||
H.C. Wainwright ATM Agreement [Member] | ||||||||||
Shares issued | 30,000,000 | |||||||||
Number of shares per warrants | 14,100 | |||||||||
Proceeds from units sold | $ 60,000,000 | |||||||||
Excess tax benefits | 300 | |||||||||
Lincoln Park Capital Fund [Member] | ||||||||||
Maximum proceeds pursuant to security agreement | $ 22,100 | |||||||||
Shares issued | 291,036 | |||||||||
Maximum potential proceeds | $ 10,000,000 | |||||||||
Proceeds from sale of stock | $ 1,800 | |||||||||
Stock issued for sell | 181,708 | 1,204,411 | ||||||||
Maturity date | Dec. 19, 2019 | Dec. 19, 2019 | ||||||||
Series X-1 Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Common Stock | ||||||||||
Shares adjusted | 3,750,000 | |||||||||
Warrant [Member] | ||||||||||
Shares adjusted | 7,500,014 | |||||||||
First closing [Member] | Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Common stock, par value per share | $ 1.25 | |||||||||
Common stock, shares issued | 2,306,737 | |||||||||
Gross proceed from PIPE | $ 2,900 | |||||||||
Second closing [Member] | Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Common stock, par value per share | $ 1.25 | |||||||||
Common stock, shares issued | 7,625,741 | |||||||||
Gross proceed from PIPE | $ 12,100 |
RESEARCH AWARD (Details)
RESEARCH AWARD (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Research and Development [Abstract] | |
Research award amount | $ 3,000 |
Royalty threshold amount | $ 100,000 |
NET LOSS PER SHARE (Schedule of
NET LOSS PER SHARE (Schedule of Calculation of Net Loss Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Numerator | |||||
Net loss | $ (6,307) | $ (16,478) | $ (17,201) | $ (42,538) | |
Deemed dividend attributable to preferred stock | (8,807) | (2,503) | (8,807) | ||
Net loss applicable to common stockholders | $ (6,307) | $ (25,285) | $ (19,704) | $ (51,345) | |
Denominator | |||||
Weighted average common shares oustanding | 10,947,338 | 5,210,334 | 9,296,890 | 5,115,560 | |
Basic and diluted net loss per share | [1] | $ (0.58) | $ (4.85) | $ (2.12) | $ (10.04) |
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. |
NET LOSS PER SHARE (Schedule 27
NET LOSS PER SHARE (Schedule of Antidilutive Securities) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 9,043,084 | 1,078,812 | 6,883,559 | 776,177 |
Options To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 1,240,974 | 721,252 | 995,274 | 654,567 |
Warrants to purchase common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 7,774,815 | 57,805 | 5,796,789 | 22,810 |
Series X Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 27,295 | 299,755 | 91,496 | 98,800 |
FAIR VALUE OF FINANCIAL INSTR28
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | $ 19,416 | |
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | ||
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | ||
Warrant [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured on a recurring basis | ||
Warrant [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured on a recurring basis | ||
Warrant [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured on a recurring basis | 4,050 | |
Estimated Fair Value [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | $ 19,416 | |
Estimated Fair Value [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities measured on a recurring basis | $ 4,050 |
FAIR VALUE OF FINANCIAL INSTR29
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Changes in Level 3 Warrant Liability) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value Of Financial Instruments Schedule Of Changes In Level 3 Warrant Liability Details | |
Beginning balance | |
Addition to fair value of warrant liability during the three months ended March 31, 2017 | 14,700 |
Decrease in fair value of warrant liability from April 1 to September 30, 2017 | (10,650) |
Ending balance | $ 4,050 |
WARRANT LIABILITY (Narrative) (
WARRANT LIABILITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | May 22, 2017 | Dec. 31, 2016 | Mar. 31, 2011 | |
Number of shares per warrants | 60,000,000 | 5,022 | ||||||
Exercise price of warrant | $ 384 | |||||||
Reverse split stock | one-for-eight | |||||||
Remain unchange Common stock authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Increase decrease in to warrant liability | $ 14,700 | |||||||
Fair value of warrant liability | $ 4,050 | 4,050 | ||||||
Fair value of warrant liabilities in excess of proceeds from financing | (600) | |||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ 14,099 | $ 6,037 | ||||||
Tranche One [Member] | ||||||||
Exercise price of warrant | $ 1.89 | $ 1.89 | ||||||
Expected volatility | 93.70% | |||||||
Tranche Two [Member] | ||||||||
Exercise price of warrant | $ 1.89 | $ 1.89 | ||||||
Expected volatility | 93.70% | |||||||
Warrant [Member] | ||||||||
Exercise price of warrant | $ 1.8918 | |||||||
Warrant [Member] | Tranche One [Member] | ||||||||
Number of shares per warrants | 3,750,007 | 30,000,000 | 30,000,000 | |||||
Exercise price of warrant | $ 4.40 | $ 0.55 | $ 0.55 | |||||
Warrant [Member] | Tranche Two [Member] | ||||||||
Number of shares per warrants | 3,750,007 | 30,000,000 | 30,000,000 | |||||
Exercise price of warrant | $ 4 | $ 0.50 | $ 0.50 | |||||
Warrant [Member] | Tranche One and Two [Member] | ||||||||
Exercise price of warrant | $ 1.8918 |
WARRANT LIABILITY (Summary of F
WARRANT LIABILITY (Summary of Fair Value Assumptions) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2011 | |
Exercise price | $ 384 | |
Issuance Date Tranche One [Member] | ||
Common stock price | $ 3.44 | |
Exercise price | $ 4.40 | |
Expected Volatility | 112.50% | |
Dividend Yield | 0.00% | |
Risk-Free Interest Rate | 2.03% | |
Expected Term (years) | 5 years | |
Issuance Date Tranche Two [Member] | ||
Common stock price | $ 3.44 | |
Exercise price | $ 4 | |
Expected Volatility | 112.50% | |
Dividend Yield | 0.00% | |
Risk-Free Interest Rate | 2.03% | |
Expected Term (years) | 5 years | |
Tranche One [Member] | ||
Common stock price | $ 1.44 | |
Exercise price | $ 1.89 | |
Expected Volatility | 93.70% | |
Dividend Yield | 0.00% | |
Risk-Free Interest Rate | 1.86% | |
Expected Term (years) | 4 years 7 months 6 days | |
Tranche Two [Member] | ||
Common stock price | $ 1.44 | |
Exercise price | $ 1.89 | |
Expected Volatility | 93.70% | |
Dividend Yield | 0.00% | |
Risk-Free Interest Rate | 1.86% | |
Expected Term (years) | 1 month 6 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017USD ($)ft² | Dec. 31, 2007USD ($) | |
Loss Contingencies [Line Items] | ||
Square footage of operating facility, in square feet | ft² | 14,000 | |
Amgen Inc [Member] | Collaborative Arrangement [Member] | ||
Loss Contingencies [Line Items] | ||
License initiation fees | $ 6,000 | |
Amgen Inc [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Additional milestone payments upon the achievement of certain development and regulatory milestones | $ 33,000 | |
Eli Lilly [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Additional milestone payments upon the achievement of certain development and regulatory milestones for capsule products | 33,500 | |
Additional milestone payments upon the achievement of certain development and regulatory milestones for reformulated products | 9,500 | |
Royalty obligation, sales amount | $ 100,000 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 19, 2017 | Sep. 14, 2016 | Mar. 14, 2016 | Mar. 12, 2015 | Jun. 19, 2017 | Apr. 28, 2017 | Mar. 14, 2017 | Jan. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | May 22, 2017 | Mar. 16, 2017 | Nov. 16, 2016 | Sep. 08, 2016 | Apr. 21, 2016 | Mar. 31, 2011 | |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||||
Number of shares called by warrant(s) | 60,000,000 | 5,022 | ||||||||||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Maximum proceeds pursuant to security agreement | $ 23,000 | $ 25,000 | ||||||||||||||||
Exercise price of warrants | $ 384 | |||||||||||||||||
Maximum amount of shares of common stock, preferred stock, debt securities and/or warrants that may be issued under a shelf registration statement | $ 46,500 | |||||||||||||||||
Equity purchase agreement, authorized amount of equity authorized for sale | $ 17,300 | |||||||||||||||||
Reverse split stock | one-for-eight | |||||||||||||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ 14,099 | $ 6,037 | ||||||||||||||||
Fair value of warrant liability | 4,050 | |||||||||||||||||
Available for future issuance under registration statement | $ 10,300 | $ 14,400 | ||||||||||||||||
Tranche 1 Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares called by warrant(s) | 30,000,000 | |||||||||||||||||
Exercise price of warrants | $ 4.40 | $ 0.55 | ||||||||||||||||
Maturity date | Apr. 28, 2022 | |||||||||||||||||
Shares adjusted | 3,750,007 | |||||||||||||||||
Tranche 2 Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares called by warrant(s) | 30,000,000 | |||||||||||||||||
Exercise price of warrants | $ 4 | $ 0.50 | ||||||||||||||||
Maturity date | Oct. 28, 2017 | |||||||||||||||||
Shares adjusted | 3,750,007 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercise price of warrants | $ 1.8918 | |||||||||||||||||
Shares adjusted | 7,500,014 | |||||||||||||||||
Shelf Registration [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Maximum amount of shares of common stock, preferred stock, debt securities and/or warrants that may be issued under a shelf registration statement | $ 100,000 | |||||||||||||||||
Series X Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, value | $ 333 | $ 8,614 | [1] | |||||||||||||||
Preferred units sold, price per unit | $ 1,000 | |||||||||||||||||
Shares per warrant | 15.87 | 15.7536 | ||||||||||||||||
Number of shares called by warrant(s) | 269,779 | |||||||||||||||||
Proceeds from units sold | $ 17,000 | |||||||||||||||||
Threshold amount, shares | 1,048,229 | 30,890 | ||||||||||||||||
Threshold amount, percentage | 19.99% | |||||||||||||||||
Shares to be issued in conversion | 1,051,823 | |||||||||||||||||
Exercise price of warrants | $ 18.90 | |||||||||||||||||
Series X Contingentl Redeemable Convertible Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued | 17,000 | |||||||||||||||||
Series X-1 Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares issued | 430 | 9,012 | ||||||||||||||||
Preferred stock, shares outstanding | 430 | 9,012 | ||||||||||||||||
Series X Contingently Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares issued | 0 | 487 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | 487 | ||||||||||||||||
Preferred stock, value | $ 377 | [1] | ||||||||||||||||
Shares to be issued in conversion | 27,296 | |||||||||||||||||
Reclassification of Series X convertible preferred stock from temporary to permanent equity, shares | 16,570 | |||||||||||||||||
Lincoln Park Capital Fund [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued | 291,036 | |||||||||||||||||
Maximum proceeds pursuant to security agreement | $ 22,100 | |||||||||||||||||
Equity purchase agreement, authorized amount of equity authorized for sale | $ 10,000 | $ 8,200 | ||||||||||||||||
Stock issued during period pursuant to purchase agreement as committee fee, shares | 181,708 | 131,909 | ||||||||||||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ 500 | |||||||||||||||||
Stock issued for sell | 181,708 | 1,204,411 | ||||||||||||||||
Proceeds from sale of stock | $ 1,800 | |||||||||||||||||
Maturity date | Dec. 19, 2019 | Dec. 19, 2019 | ||||||||||||||||
Unamortized discount | $ 13,400 | |||||||||||||||||
[1] | Derived from audited Financial Statements. |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Shares Reserved for Future Issuance) (Details) | Sep. 30, 2017shares |
Shares reserved for future issuance | 9,111,162 |
Convertible Preferred Stock | |
Shares reserved for future issuance | 27,296 |
Stock Options [Member] | |
Shares reserved for future issuance | 1,179,986 |
Warrant [Member] | |
Shares reserved for future issuance | 7,774,815 |
Stock Option Plan [Member] | |
Shares reserved for future issuance | 128,616 |
ESPP [Member] | |
Shares reserved for future issuance | 449 |
SHARE-BASED COMPENSATION PLAN35
SHARE-BASED COMPENSATION PLANS (Narrative) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Apr. 27, 2017 | Apr. 30, 2016 | May 31, 2015 | Sep. 30, 2017 |
Employee Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares authorized | 27,344 | ||||
Share-based compensation, shares authorized under plan | 31,250 | ||||
Maximum number of shares of common stock by which the number of shares of stock reserved and available for grant shall be cumulatively increased | 3,906 | ||||
Purchase price as percentage of fair market value of common stock | 85.00% | ||||
Discount percentage on issuance of stock | 15.00% | ||||
Percentage of the number of shares of common stock by which the number of shares available for sale shall be increased | 1.00% | 1.00% | |||
Employee Stock [Member] | Scenario, Forecast [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares authorized | 31,250 | ||||
2013 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares authorized | 1,600,000 | 223,852 | |||
Share-based compensation, shares authorized under plan | 218,750 | ||||
Purchase price as percentage of fair market value of common stock | 100.00% | ||||
Maximum term for options granted under the plan | 10 years | ||||
Maximum shares allowed to be issued per individual | 93,750 | ||||
Vesting period | 4 years | ||||
Maximum shares allowed to be issued as incentive options | 781,250 | ||||
2013 Plan [Member] | Stockholder Group One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase price as percentage of fair market value of common stock | 110.00% | ||||
Maximum term for options granted under the plan | 5 years | ||||
2013 Plan [Member] | Employee Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 4,430 | ||||
Unrecognized compensation cost, period of recognition | 2 years 2 months 16 days |
SHARE-BASED COMPENSATION PLAN36
SHARE-BASED COMPENSATION PLANS (Summary of Option Activity) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Balance at December 31, 2016 | 749,517 | |
Granted | 697,265 | |
Exercised | ||
Cancelled and expired | (34,315) | |
Forfeited | (232,481) | |
Balance at September 30, 2017 | 1,179,986 | 749,517 |
Exercisable at September 30, 2017 | 382,449 | |
Weighted-Average Exercise Price | ||
Balance at December 31, 2016 | $ 29.82 | |
Granted | 1.69 | |
Exercised | ||
Cancelled and expired | 31.23 | |
Forfeited | 34.05 | |
Balance at September 30, 2017 | 12.33 | $ 29.82 |
Exercisable at September 30, 2017 | $ 22.51 | |
Weighted-Average Remaining Contractual Life in Years | ||
Outstanding | 8 years 7 months 24 days | 8 years 2 months 8 days |
Exercisable at September 30, 2017 | 7 years 2 months 1 day | |
Aggregate Intrinsic Value | ||
Balance at December 31, 2016 | ||
Balance at September 30, 2017 | ||
Exercisable at September 30, 2017 |
SHARE-BASED COMPENSATION PLAN37
SHARE-BASED COMPENSATION PLANS (Summary of Fair Value Assumptions) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected Volatility | 109.00% | 97.00% | 134.00% | 98.00% |
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-Free Interest Rate | 2.02% | 1.23% | 1.89% | 1.45% |
Expected Term (years) | 6 years 10 months 14 days | 6 years 7 days | 6 years 26 days | 5 years 11 months 4 days |
Weighted-average fair value per option | $ 1.31 | $ 19.58 | $ 1.52 | $ 21.62 |
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected Volatility | 107.00% | 99.00% | 157.00% | 94.00% |
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-Free Interest Rate | 0.88% | 0.40% | 0.58% | 0.33% |
Expected Term (years) | 6 months | 6 months | 6 months | 6 months |
SHARE-BASED COMPENSATION PLAN38
SHARE-BASED COMPENSATION PLANS (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ 968 | $ 1,386 | $ 2,923 | $ 3,934 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | 261 | 454 | 1,155 | 1,330 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total | $ 707 | $ 932 | $ 1,768 | $ 2,613 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||||
Oct. 27, 2017 | Oct. 23, 2017 | Sep. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2016 | Apr. 21, 2016 | Mar. 31, 2011 | |
Common stock, shares issued | 11,446,920 | 80,609,310 | 5,745,536 | ||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Each common share issued warrant to purchase | 60,000,000 | 5,022 | |||||
Exercise price | $ 384 | ||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||
Gross procceds from private placement | $ 15,000 | ||||||
Private Placement [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||
Each common share issued warrant to purchase | 3 | ||||||
Exercise price | $ 1.55 | ||||||
Convertible Preferred stock into common stock | 2,067,522 | ||||||
Private Placement [Member] | Subsequent Event [Member] | Warrant [Member] | Class Y Preferred Stock [Member] | |||||||
Each common share issued warrant to purchase | 1 | ||||||
Exercise price | $ 1.25 | ||||||
Private Placement [Member] | First closing [Member] | Subsequent Event [Member] | |||||||
Common stock, shares issued | 2,306,737 | ||||||
Common stock, par value per share | $ 1.25 | ||||||
Gross procceds from private placement | $ 2,900 | ||||||
Warrant maturity term period | 5 years 6 months | ||||||
Private Placement [Member] | First closing [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||
Percentage of voting power outstanding | 20.00% | ||||||
Private Placement [Member] | First closing [Member] | Subsequent Event [Member] | Non-Voting Class Y Preferred Stock [Member] | |||||||
Common stock, shares issued | 2,067,522 | ||||||
Common stock, par value per share | $ 1.25 | ||||||
Private Placement [Member] | Second closing [Member] | Subsequent Event [Member] | |||||||
Common stock, shares issued | 7,625,741 | ||||||
Common stock, par value per share | $ 1.25 | ||||||
Gross procceds from private placement | $ 12,100 | ||||||
Warrant maturity term period | 5 years | ||||||
Private Placement [Member] | Second closing [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||
Percentage of voting power outstanding | 20.00% |