Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Imprimis Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,360,214 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,535,889 | |
Trading Symbol | IMMY | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 3,867 | $ 8,853 |
Restricted cash and short-term investments | 200 | 200 |
Accounts receivable, net | 2,625 | 2,921 |
Inventories | 2,374 | 1,841 |
Prepaid expenses and other current assets | 943 | 938 |
Current portion of note receivable | 95 | |
Total current assets | 10,104 | 14,753 |
Property, plant and equipment, net | 6,419 | 7,295 |
Intangible assets, net | 2,884 | 2,972 |
Investment in Eton Pharmaceuticals | 4,272 | |
Note receivable, net of current portion | 305 | |
Goodwill | 2,227 | 2,227 |
TOTAL ASSETS | 26,211 | 27,247 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,035 | 3,538 |
Accrued payroll and related liabilities | 1,290 | 1,638 |
Deferred revenue and customer deposits | 8 | 91 |
Current portion of deferred acquisition obligation and accrued interest | 158 | 207 |
Current portion of note payable, net of unamortized debt discount | 3,973 | |
Current portion of capital lease obligations, net of unamortized discount | 562 | 458 |
Total current liabilities | 6,053 | 9,905 |
Capital lease obligations, net of current portion and unamortized discount | 883 | 1,318 |
Deferred acquisition obligation, net of current portion | 52 | |
Accrued expenses, net of current portion | 800 | 667 |
Deferred tax liability | 852 | 936 |
Note payable and paid-in-kind interest, net of unamortized debt discount and current portion | 13,877 | 7,937 |
TOTAL LIABILITIES | 22,465 | 20,815 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 90,000,000 shares authorized, 20,165,561 and 18,627,915 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 20 | 19 |
Additional paid-in capital | 89,791 | 83,264 |
Accumulated deficit | (86,065) | (76,851) |
TOTAL STOCKHOLDERS' EQUITY | 3,746 | 6,432 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 26,211 | $ 27,247 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 20,165,561 | 18,627,915 |
Common stock, shares outstanding | 20,165,561 | 18,627,915 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Sales, net | $ 6,473 | $ 4,858 | $ 19,411 | $ 14,141 |
License revenues | 10 | 3 | 26 | 8 |
Total revenues | 6,483 | 4,861 | 19,437 | 14,149 |
Cost of sales | (3,403) | (2,339) | (10,048) | (6,760) |
Gross profit | 3,080 | 2,522 | 9,389 | 7,389 |
Operating expenses: | ||||
Selling and marketing | 1,288 | 1,797 | 5,727 | 5,967 |
General and administrative | 4,493 | 5,018 | 13,350 | 13,355 |
Research and development | 63 | 16 | 324 | 138 |
Impairment of long-lived assets | 303 | 303 | ||
Total operating expenses | 5,844 | 7,134 | 19,401 | 19,763 |
Loss from operations | (2,764) | (4,612) | (10,012) | (12,374) |
Other income (expense): | ||||
Interest expense, net | (793) | (732) | (2,348) | (1,992) |
Debt extinguishment loss | (884) | (884) | ||
Change in fair value of derivative liabilities | (113) | |||
Investment loss from Eton Pharmaceuticals | (1,237) | (1,453) | ||
Gain on deconsolidation of Eton Pharmaceuticals | 5,725 | |||
Loss on sale and disposal of assets | (42) | (326) | ||
Other income, net | 1,494 | 1,494 | ||
Total other income (expense), net | (2,956) | 762 | 714 | (611) |
Loss before income taxes | (5,720) | (3,850) | (9,298) | (12,985) |
Income tax benefit, net | 28 | 84 | ||
Net loss | $ (5,692) | $ (3,850) | $ (9,214) | $ (12,985) |
Basic and diluted net loss per share of common stock | $ (0.28) | $ (0.29) | $ (0.47) | $ (1.05) |
Weighted average number of shares of common stock outstanding, basic and diluted | 20,273,347 | 13,471,004 | 19,806,759 | 12,404,328 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (9,214) | $ (12,985) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property, plant and equipment | 1,041 | 699 |
Amortization of intangible assets | 272 | 262 |
Non-cash gain on contingent acquisition obligation | (83) | |
Deferred income taxes | (84) | |
Amortization of debt issuance costs and discount | 812 | 829 |
Debt extinguishment loss | 884 | |
Paid-in-kind interest added to principal of note payable | 153 | |
Gain on deconsolidation of Eton Pharmaceuticals | (5,725) | |
Investment loss from Eton Pharmaceuticals | 1,453 | |
Loss on sale and disposal of assets | 326 | |
Change in fair value of derivative liabilities | 113 | |
Impairment of long-lived assets | 303 | |
Stock-based compensation | 2,265 | 2,989 |
Issuance of warrant related to litigation settlement | 115 | |
Changes in assets and liabilities: | ||
Accounts receivable | 296 | (2,162) |
Inventories | (946) | (490) |
Prepaid expenses and other current assets | 45 | (450) |
Accounts payable and accrued expenses | 497 | 1,648 |
Accrued payroll and related liabilities | (348) | 93 |
Deferred revenue and customer deposits | (83) | (11) |
NET CASH USED IN OPERATING ACTIVITIES | (8,509) | (8,977) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds on sale and disposal of assets | 110 | |
Payments on Pharmacy Creations contingent acquisition obligation | (100) | |
Investment in restricted marketable securities | (300) | |
Investment in patent and trademark assets | (184) | (185) |
Purchase of Klarity license | (50) | |
Purchases of property, plant and equipment | (588) | (6,540) |
NET CASH USED IN INVESTING ACTIVITIES | (712) | (7,125) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on capital lease obligations | (464) | (119) |
Net proceeds from public equity offering | 2,940 | 11,088 |
Payments on Park deferred acquisition obligation | (101) | (145) |
Proceeds from SWK debt, net of costs | 15,518 | |
Principal payments, exit fee and other costs of LSAF debt | (13,999) | |
Proceeds from convertible note payable, net of issuance costs | 2,772 | |
Proceeds from Essex leaseback, net of issuance costs | 1,933 | |
Net proceeds from ATM sales of common stock | 162 | 195 |
Net proceeds from exercise of warrants and stock options, net of taxes remitted for RSU's | 179 | 55 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,235 | 15,779 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (4,986) | (323) |
CASH AND CASH EQUIVALENTS, beginning of period | 8,853 | 2,685 |
CASH AND CASH EQUIVALENTS, end of period | 3,867 | 2,362 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 9 | 9 |
Cash paid for interest | 1,045 | 984 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Fair value of embedded conversion feature recorded as debt discount and derivative liability | 2,322 | |
Reclassification of the fair value of the embedded conversion feature derivative liability to additional paid-in capital upon closing of the public equity offering | 2,646 | |
Reclassification of the fair value of the LSAF warrant from additional paid-in capital to derivative liability | 675 | |
Reclassification of the fair value of the LSAF warrant derivative liability to additional paid-in capital upon closing of the public equity offering | 464 | |
Issuance of common stock and to settle contingent acquisition obligation related to the purchase of PC | 302 | |
Issuance of stock options for consulting services included in accounts payable and accrued expenses | 23 | |
Final fee on note payable recorded as debt discount and included in accrued expenses | 800 | |
Estimated relative fair value of warrants issued in connection with note payable | 982 | |
Purchase of property, plant and equipment included in accounts payable and accrued expenses | 122 | |
Note receivable in connection with sale of assets | $ 410 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company and Background Imprimis Pharmaceuticals, Inc. (together with its subsidiaries, unless the context indicates or otherwise requires, the “Company” or “Imprimis”) is an ophthalmology-focused pharmaceutical company that produces and dispenses high quality innovative compounded medications in all 50 states. Imprimis is dedicated to patient access and affordability to many critical medicines. Headquartered in San Diego, California, Imprimis produces and dispenses its compounded ophthalmology formulations from its New Jersey facilities. Imprimis is the largest shareholder of Eton Pharmaceuticals, Inc., a company it spun out in 2017, owns Surface Pharmaceuticals, Inc. which is focused on development and commercialization of innovative therapeutics for ocular surface diseases utilizing the U.S. Food and Drug Administration’s 505(b)(2) regulatory pathway and Park Compounding, a wholly owned, compounding pharmacy. Basis of Presentation Imprimis has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other period. For further information, refer to the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following represents an update for the three and nine months ended September 30, 2017 to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Liquidity The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of $9,214 and $12,985 for the nine months ended September 30, 2017 and 2016, respectively, and had an accumulated deficit of $86,065 and $76,851 as of September 30, 2017 and December 31, 2016, respectively. In addition, the Company used cash in operating activities of $8,509 and $8,977 for the nine months ended September 30, 2017 and 2016, respectively. While there is no assurance, the Company believes its existing cash resources and restricted cash of approximately $4,067 at September 30, 2017, along with proceeds from the Sales Agreement (see and defined in Note 12) will be sufficient to sustain the Company’s planned level of operations for at least the next twelve months. However, estimates of operating expenses and working capital requirements could be incorrect, and the Company could use its cash resources faster than anticipated. Further, some or all of the ongoing or planned activities may not be successful and could result in further losses. The Company may seek to increase liquidity and capital resources by one or more of the following which may include, but are not limited to: the sale of assets and/or businesses, obtaining financing through the issuance of equity, debt, or convertible securities; and working to increase revenue growth through sales. There is no guarantee that the Company will be able to obtain capital when needed on terms it deems as acceptable, or at all. Revenue Recognition and Deferred Revenue The Company recognizes revenues when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The Company’s revenues consist of sales of certain of the Company’s proprietary compounded drug formulations and non-proprietary formulations and products. Product Revenues Determination of criteria (3) and (4) is based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Estimated returns and allowances and other adjustments are provided for in the same period during which the related sales are recorded. The Company will defer any revenues received for a product that has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered and no refund will be required. License Revenues License arrangements may consist of non-refundable upfront license fees, data transfer fees, research reimbursement payments, exclusive license rights to patented or patent pending compounds, technology access fees, and various performance or sales milestones. These arrangements can be multiple element arrangements. Non-refundable fees that are not contingent on any future performance by the Company and require no consequential continuing involvement on the part of the Company are recognized as revenue when the license term commences and the licensed data, technology, compounded drug preparation and/or other deliverable is delivered. Such deliverables may include physical quantities of compounded drug preparations, design of the compounded drug preparations and structure-activity relationships, the conceptual framework and mechanism of action, and rights to the patents or patent applications for such compounded drug preparations. The Company defers recognition of non-refundable fees if it has continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee and that are separate and independent of the Company’s performance under the other elements of the arrangement. In addition, if the Company’s continued involvement is required, through research and development services that are related to its proprietary know-how and expertise of the delivered technology or can only be performed by the Company, then such non-refundable fees are deferred and recognized over the period of continuing involvement. Guaranteed minimum annual royalties are recognized on a straight-line basis over the applicable term. In April 2017, the Company formed Eton Pharmaceuticals, Inc. (“Eton”) as a wholly owned subsidiary. In June 2017, Eton entered into and closed on definitive stock purchase agreements with accredited investors for the purchase of Eton’s Series A Preferred Stock that resulted in net proceeds to Eton, after deducting placement agent fees and other expenses, of approximately $18,000. At the time of closing, the Company lost voting and ownership control of Eton and it ceased consolidating Eton’s financial statements. At the time of deconsolidation, the Company recorded a gain of $5,725 and adjusted the carrying value in Eton to reflect the increased valuation of Eton and the Company’s new ownership percent in accordance with Accounting Standard Codification (“ASC”) 810-10-40-4(c), Consolidation The Company owns 3,500,000 common shares (approximately 27% equity interest as of September 30, 2017) of Eton and, uses the equity method of accounting for this investment, as management has determined that the Company has the ability to exercise significant influence over the operating and financial decisions of Eton. Under this method, the Company recognizes earnings and losses of Eton in its financial statements and adjusts the carrying amount of its investment in Eton accordingly. The Company’s share of earnings and losses are based on the shares of common stock and in-substance common stock of Eton held by the Company. Any intra-entity profits and losses are eliminated. During the three and nine months ended September 30, 2017, the Company recorded equity in net loss of Eton of $1,237 and $1,453, respectively. As of September 30, 2017, the carrying value of the Company’s investment in Eton was $4,272. Basic and Diluted Net Loss per Common Share Basic net income (loss) per common share is computed by dividing income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the income (loss) attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Basic and diluted net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Common stock equivalents (using the treasury stock or “if converted” method) from deferred acquisition obligations, convertible note payable, stock options, unvested restricted stock units (“RSUs”) and warrants were 9,983,548 and 4,424,397 at September 30, 2017 and 2016, respectively, and are excluded from the calculation of diluted loss per share for the periods presented, because the effect is anti-dilutive. Included in the basic and diluted net loss per share calculation were RSUs awarded to directors that had vested, but the issuance and delivery of the shares are deferred until the director resigns. The number of shares underlying vested RSUs at September 30, 2017 and 2016 was 121,344 and 281,283, respectively. The following table shows the computation of basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2017 and 2016: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Numerator – net loss $ (5,692 ) $ (3,850 ) $ (9,214 ) $ (12,985 ) Denominator – weighted average number of shares outstanding, basic and diluted 20,273,347 13,471,004 19,806,759 12,404,328 Net loss per share, basic and diluted $ (0.28 ) $ (0.29 ) $ (0.47 ) $ (1.05 ) Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. In February 2016, the FASB issued ASU 2016-02, Leases In January 2017, the FASB issued ASU 2017-01, Business Combinations, Clarifying the Definition of a Business, In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting |
Investment in Eton Pharmaceutic
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions | NOTE 3. INVESTMENT IN ETON PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS In May 2017, the Company entered into two asset purchase and license agreements (the “Eton License Agreements”) with its previously wholly owned subsidiary, Eton. Pursuant to the terms of the Eton License Agreements, the Company assigned and licensed to Eton certain intellectual property and related rights to develop, formulate, make, sell, and sub-license formulations of synthetic corticotropin and injectable pentoxifylline (collectively, the “Eton Products”). Eton is required to make royalty payments to the Company of three percent (3%) to six percent (6%) of net sales of the Eton Products while any patent rights remain outstanding and for a period up to 15 years following the first commercial sale, whichever is longer. In addition, Eton is required to make certain milestone payments to the Company including payments of $50,000 upon initial patent issuances for each Eton Product. The Eton License Agreements were conditioned upon Eton receiving net proceeds of the sale of its equity securities of not less than $10,000, which occurred in June 2017. See also Note 2, under the subheading Investment in Eton Pharmaceuticals, Inc. On May 1, 2017, the Company and Eton entered into a Management Services Agreement (the “MSA”), whereby the Company provided to Eton certain administrative services and support, including bookkeeping, web services and human resources related activities, and Eton will pay the Company a monthly amount of $10. A 30-day notice of termination was delivered to the Company on August 29, 2017. As of September 30, 2017, the Company was due $10 from Eton for amounts due under the MSA and included in other current assets on the accompanying condensed consolidated balance sheets. The Company owns approximately 27% of the voting interests in Eton. The Company’s Chief Executive Officer, Mark L. Baum, is a director of Eton, and several employees of the Company (including Mr. Baum and the Company’s Chief Financial Officer, Andrew R. Boll) have entered into consulting agreements with Eton. The unaudited condensed results of operations information of Eton is summarized below (in thousands): From the period beginning April 27, 2017 (inception) to September 30, 2017 Revenues, net $ - Loss from operations 5,382 Net loss $ (5,382 ) The unaudited condensed balance sheet information of Eton is summarized below (in thousands): At September 30, 2017 Current assets $ 14,501 Total assets 14,501 Current liabilities 297 Stockholders’ equity 14,204 Total liabilities and stockholders’ equity $ 14,501 |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | NOTE 4. RESTRICTED CASH The restricted cash at September 30, 2017 and December 31, 2016 consisted of funds held in a money market account. At September 30, 2017 and December 31, 2016, the restricted cash was recorded at amortized cost, which approximates fair value. At September 30, 2017 and December 31, 2016, the funds held in a money market account of $200 were classified as a current asset. The money market account funds are required as collateral as additional security for the Company’s New Jersey facility lease. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5. INVENTORIES Inventories are comprised of finished compounded formulations, over-the-counter and prescription retail pharmacy products, commercial pharmaceutical products, related laboratory supplies and active pharmaceutical ingredients. The composition of inventories as of September 30, 2017 and December 31, 2016 was as follows: September 30, December 31, 2017 2016 Raw materials $ 805 $ 669 Finished goods 1,569 1,172 Total inventories $ 2,374 $ 1,841 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2017 2016 Prepaid insurance $ 207 $ 315 Other prepaid expenses 553 517 Deposits and other current assets 183 106 Total prepaid expenses and other current assets $ 943 $ 938 |
Asset Sales and Note Receivable
Asset Sales and Note Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Asset Sales And Note Receivable | |
Asset Sales and Note Receivable | NOTE 7. ASSET SALES AND NOTE RECEIVABLE On June 27, 2017, the Company entered into an Asset Purchase Agreement (the “PA Agreement”) with Creative Pharmacy Solutions Central, LLC (the “Buyers”), which closed in July 2017. U nder the terms of the PA Agreement, the Company sold substantially all its assets associated with its sinus related business, including but not limited to, certain the Company’s lease obligation for its Pennsylvania based pharmacy (the “PA Assets”), for a total purchase price of approximately $450. Under the terms of the PA Agreement, the Buyers, upon closing, paid to the Company an aggregate cash amount of $40. In addition, the Buyers are obligated to pay the remaining $410 in the form of a note that will bear interest at 6% per annum (the “Sellers Note”). The Buyers will make forty-eight monthly cash payments to the Company of $10 following the closing, totaling $462; provided however, that the Buyer will have the option to make a one-time payment of $365 any time prior to December 31, 2017, and the Company will waive any remaining amounts due on the Sellers Note. The principal amount of the Sellers Note may also be reduced by $125, if after a period of 60 days following the closing, certain revenues associated with the PA Assets are less than 60% of the revenues associated with the PA Assets during the 60 days prior to the close of the transaction. There was $400 due under the Sellers Note as of September 30, 2017. At September 30, 2017, future minimum payments to the Company under its note receivable were as follows: Amount Remainder of 2017 $ 24 2018 116 2019 116 2020 116 2021 77 Total minimum payments 448 Less: amount representing interest income 48 Present value of future minimum note receivable 400 Less: current portion 95 Note receivable net of current portion $ 305 The Company recorded a loss of $69 during the nine months ended September 30, 2017, related to the sale of the PA Assets. In June 2017, in a separate transaction, the Company entered into an agreement to sell certain equipment to a third party for amount of $60 and closed the transaction in July 2017. The Company recorded a loss related to equipment of $52 during the nine months ended September 30, 2017. Assets sold during the nine months ended September 30, 2017 consisted of the following: September 30, 2017 Inventories $ 413 Furniture and equipment 218 631 Loss on asset sale (121 ) Assets sold $ 510 In February 2017, the Company entered into a stock purchase agreement (the “SPA”) with Livernois & London, LLC (“Livernois”). Pursuant to the terms of the SPA, the Company sold to Livernois 100% of the issued and outstanding shares of common stock of its Texas based subsidiary, ImprimisRx TX, Inc. dba ImprimisRx (“Imprimis TX”). The SPA did not transfer to Livernois any of the Company’s rights to intellectual property, products, clients, nor any of its existing business operations. As consideration for the purchase of Imprimis TX, Livernois paid the Company $10 and the Company assigned, and Livernois assumed, the remaining lease obligation totaling $113 for the Texas based facility. The Company recorded a loss of $173 from the sale of Imprimis TX for the nine months ended September 30, 2017, which is included in the accompanying condensed consolidated statements of operations. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 8. INTANGIBLE ASSETS AND GOODWILL The Company’s intangible assets at September 30, 2017 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Impairment Carrying value Patents 17-19 years $ 325 $ (16 ) $ - $ 309 Licenses 20 years 50 - - 50 Trademarks Indefinite 246 - - 246 Customer relationships 3-15 years 2,998 (748 ) (15 ) 2,235 Trade name 5 years 16 (9 ) (1 ) 7 Non-competition clause 3-4 years 294 (250 ) (20 ) 23 State pharmacy licenses 25 years 45 (3 ) (28 ) 14 $ 3,975 $ (1,025 ) $ (64 ) $ 2,884 Amortization expense for intangible assets for the three and nine months ended September 30 was as follows: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Patents $ 3 4 $ 10 $ 5 Licenses - - - - Customer relationships 65 $ 60 194 191 Trade name - - 2 2 Non-competition clause 21 16 65 62 State pharmacy licenses - - 1 2 $ 89 $ 80 $ 272 $ 262 Estimated future amortization expense for the Company’s intangible assets at September 30, 2017 is as follows: Remainder of 2017 $ 90 2018 227 2019 223 2020 220 2021 220 Thereafter 1,904 $ 2,884 There have been no changes in the carrying value of the Company’s goodwill during the nine months ended September 30, 2017. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: September 30, December 31, 2017 2016 Accounts payable $ 3,385 $ 2,999 Deferred rent 399 412 Accrued interest (see Note 10) 251 116 Accrued exit fee for notes payable (see Note 10) 800 667 Building lease liability - 11 Total accounts payable and accrued expenses 4,835 4,205 Less: Current portion (4,035 ) (3,538 ) Non-current total accrued expenses $ 800 $ 667 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10. DEBT The Company and Life Sciences Alternative Funding, LLC (“LSAF”) originally entered into a loan and security agreement (the “LSAF Loan”) on May 11, 2015, which was most recently amended on December 27, 2016. In July 2017, the Company entered into a term loan and security agreement in the principal amount of $16,000 (the “SWK Loan Agreement” or “SWK Loan”) with SWK Funding LLC and its partners (“SWK”), as lender and collateral agent. The SWK Loan Agreement was fully funded at closing with a five-year term, however, such term may be reduced to four years if certain revenue requirements are not achieved. Concurrently with the funding, the Company utilized a portion of the SWK Loan funds as full payment to an affiliate of LSAF to terminate all amounts due to LSAF in connection with the LSAF Loan. In total, including previously made principal payments, the Company made payments of $13,999 to pay-off the LSAF Loan, which also included the previously accrued exit fee, interest paid in kind and other expenses related to the payoff. The Company also recorded a loss on early extinguishment of debt during the three and nine months ended September 30, 2017 of $884 related to the pay-off. The SWK Loan bears interest at a variable rate equal to the three-month London Inter-Bank Offered Rate (subject to a minimum of 1.50% and maximum of 3.00%), plus an applicable margin of 10.50%. The SWK Loan Agreement permits the Company to pay interest only on the principal amount loaned thereunder for the first six payments (payments are due on a quarterly basis), which interest-only period may be reduced to four payments if the Company does not meet certain minimum revenue requirements. Following the interest-only period, the Company will be required to pay interest, plus repayments of the principal amount loaned under the SWK Loan Agreement, in quarterly payments, which shall not exceed $750 per quarter. All amounts owed under the SWK Loan Agreement, including a final fee equal to 5% of the aggregate principal amount loaned thereunder, will be due and payable on July 19, 2022, or if certain revenue requirements are not met, July 19, 2021. The Company may elect to prepay all, but not less than all, of the amounts owed under the SWK Loan Agreement prior to the maturity date at any time after July 19, 2019. If certain revenue requirements are not met, the Company may be allowed to prepay the loan from July 19, 2018 to July 19, 2019, provided that a prepayment fee equal to 6% of the principal amount of the loan will also be due. The Company is also obligated under the SWK Loan Agreement to pay for certain expenses incurred by the SWK Lender through and after the date of the SWK Loan Agreement, including certain fees and expenses relating to the preparation and administration of the SWK Loan Agreement. The Company incurred expenses and final fee of approximately $1,282 in connection with the Loan Agreement. The final fee and expenses are being amortized as interest expense over the term of the debt using the interest method and the related liability of $800 for the final fee is included in accrued expenses (see Note 9) in the accompanying condensed consolidated balance sheet. In connection with the SWK Loan Agreement, the Company issued to SWK warrants to purchase up to 415,586 shares of the Company’s common stock (the “Lender Warrants”) with an exercise price of $3.08. In August 2017, the Company and SWK amended the warrants, to allow for the purchase up to 615,386 warrants with an exercise price of $2.08. The Lender Warrants are exercisable immediately, and have a term of 7 years. The Lender Warrants are subject to a cashless exercise feature, with the exercise price and number of shares issuable upon exercise subject to change in connection with stock splits, dividends, reclassifications and other conditions. The relative fair value of the Lender Warrants were approximately $1,046 and was estimated using the Black-Scholes-Merton model with the following assumptions: 2017 Weighted-average fair value of warrants granted $ 1.70 Expected terms (in years) 7.00 Expected volatility 113.5 % Risk-free interest rate 1.77 % Dividend yield - The relative fair value of the Lender Warrants was recorded as a debt discount, decreasing notes payable and increasing additional paid-in capital on the accompanying condensed consolidated balance sheet. The debt discount is being amortized to interest expense over the term of the debt using the interest method. During the three and nine months ended September 30, 2017, debt discount amortization related to notes payable were $141 and $680, respectively, and $265 and $791 during the three and nine months ended September 30, 2016, respectively. At September 30, 2017, future minimum payments under the Company’s notes payable were as follows: Amount Remainder of 2017 $ 741 2018 1,947 2019 3,657 2020 3,440 2021 3,214 2022 11,201 Total minimum payments 24,199 Less: amount representing interest (7,949 ) Notes payable, gross (including accrued interest of $251) 16,251 Less: unamortized discount (2,123 ) Note payable (including accrued interest of $251), net of unamortized debt discount $ 14,128 |
Capital Lease Obligation
Capital Lease Obligation | 9 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
Capital Lease Obligation | NOTE 11. CAPITAL LEASE OBLIGATION At September 30, 2017, future payments under the Company’s capital leases were as follows: Amount Remainder of 2017 $ 193 2018 773 2019 751 Total minimum lease payments 1,718 Less: amount representing interest payments (128 ) Present value of future minimum lease payment 1,590 Less: unamortized discount (145 ) 1,445 Less: current portion, net of unamortized discount (562 ) Capital lease obligation net of current portion and unamortized discount $ 883 For the three and nine months ended September 30, 2017, debt discount amortization related to the capital lease obligation was $40 and $133, respectively. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Stock-based Compensation | NOTE 12. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common Stock In March 2017, we entered into securities purchase agreements with two accredited investors, which provided for the sale by the Company of 1,312,500 shares of its common stock, at a price of $2.40 per share (the “Registered Offering”). We received net proceeds of $2,940 after deducting the underwriter discount of 6% of the gross proceeds from the Registered Offering and other related expenses. In March 2017, the Company issued 25,000 shares of its restricted common stock, with a fair value of $60, as payment for investor relations related services. In April 2017, the Company issued 100,000 shares of common stock as a result of warrant exercises. The Company received cash proceeds of $179 upon the exercise of the warrants with an exercise price of $1.79. In November 2015, the Company entered into a Controlled Equity Offering SM During the nine months ended September 30, 2017, 41,099 shares of the Company’s common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the director resigns. Stock Option Plan On September 17, 2007, the Company’s Board of Directors and stockholders adopted the Company’s 2007 Incentive Stock and Awards Plan, which was subsequently amended on November 5, 2008, February 26, 2012, July 18, 2012, May 2, 2013 and September 27, 2013 (as amended, the “2007 Plan”). The 2007 Plan reached its term in September 2017, and we can no longer issue additional awards under this plan, however, options still outstanding previously issued under the 2007 Plan will remain outstanding until they are exercised, reach their maturity or are otherwise cancelled/forfeited. On June 13, 2017, the Company’s Board of Directors and stockholders adopted the Company’s 2017 Incentive Stock and Awards Plan (the “2017 Plan” together with the 2007 Plan, the “Plans”)). As of September 30, 2017, the 2017 Plan provide for the issuance of a maximum of 2,000,000 shares of the Company’s common stock. The purpose of the Plans is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in the Company’s development and financial success. Under the Plans, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified stock options, restricted stock units and restricted stock. The Plans are administered by the Compensation Committee of the Company’s Board of Directors. Stock Options A summary of stock option activity under the Plans for the nine months ended September 30, 2017 is as follows: Number of shares Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life Aggregate Intrinsic Value Options outstanding - January 1, 2017 2,013,313 $ 6.20 Options granted 533,500 $ 1.92 Options exercised - $ - Options cancelled/forfeit (283,740 ) $ 4.25 Options outstanding - September 30, 2017 2,263,073 $ 5.51 6.37 $ - Options exercisable 911,005 $ 5.90 6.46 $ - Options vested and expected to vest 2,123,576 $ 5.53 6.34 $ - The aggregate intrinsic value in the table above represents the total pre-tax amount of the proceeds, net of exercise price, which would have been received by option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price on September 30, 2017, based on the closing price of the Company’s common stock of $1.61 on that date. During the nine months ended September 30, 2017, the Company granted stock options to certain employees. The stock options were granted with an exercise price equal to the current market price of the Company’s common stock, as reported by the securities exchange on which the common stock was then listed, at the grant date and have contractual terms of 10 years. Vesting terms for options granted to employees and consultants during the nine months ended September 30, 2017 typically included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; or 100% vesting associated with the provision or completion of services provided under contracts with consultants. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plan) and in the event of certain modifications to the option award agreement. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The expected volatility is based on the historical volatilities of the common stock of the Company and comparable publicly traded companies based on the Company’s belief that it currently has limited relevant historical data regarding the volatility of its stock price on which to base a meaningful estimate of expected volatility. The expected term of options granted to employees and directors was determined in accordance with the “simplified approach,” as the Company has limited, relevant, historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. For option grants to employees and directors, the Company assigns a forfeiture factor of 10%. These factors could change in the future, which would affect the determination of stock-based compensation expense in future periods. Utilizing these assumptions, the fair value is determined at the date of grant. The table below illustrates the fair value per share determined by the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees: 2017 Weighted-average fair value of options granted $ 2.67 Expected terms (in years) 5.81 - 6.11 Expected volatility 117 % Risk-free interest rate 1.90 - 1.92% Dividend yield - The following table summarizes information about stock options outstanding and exercisable at September 30, 2017: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life in Years Price Exercisable Price $1.70 - $2.60 583,000 8.40 $ 2.18 169,998 $ 2.36 $3.20 - $4.50 542,625 8.20 $ 3.97 247,501 $ 4.00 $5.49 - $6.36 107,286 5.88 $ 5.96 103,218 $ 5.97 $6.64 - $8.99 1,025,132 4.31 $ 7.98 385,258 $ 8.19 $42.80 5,030 2.87 $ 42.80 5,030 $ 42.80 $1.70 - $42.80 2,263,073 6.37 $ 5.51 911,005 $ 5.90 As of September 30, 2017, there was approximately $3,000 of total unrecognized compensation expense related to unvested stock options granted under the Plans. That expense is expected to be recognized over the weighted-average remaining vesting period of 2.7 years. The stock-based compensation expense for all stock options was $347 and $1,296 during the three and nine months ended September 30, 2017, respectively. Restricted Stock Units RSU awards are granted subject to certain vesting requirements and other restrictions, including performance and market-based vesting criteria. The grant date fair value of the RSUs, which has been determined based upon the market value of the Company’s common stock on the grant date, is expensed over the vesting period of the RSUs. Unvested portions of RSUs issued to consultants are remeasured on an interim basis until vesting criteria is met. A summary of the Company’s RSU activity and related information for the nine months ended September 30, 2017 is as follows: Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2017 1,292,876 $ 2.43 RSUs granted 62,892 $ 3.18 RSUs vested (41,099 ) $ 3.94 RSUs cancelled/forfeit - $ - RSUs unvested at September 30, 2017 1,314,669 $ 2.43 As of September 30, 2017, the total unrecognized compensation expense related to unvested RSUs was approximately $1,295, which is expected to be recognized over a weighted-average period of 1.1 years, based on estimated and actual vesting schedules of the applicable RSUs. The stock-based compensation for RSUs during the three and nine months ended September 30, 2017 was $302 and $909, respectively. Warrants From time to time, the Company issues warrants to purchase shares of the Company’s common stock to investors, lenders, underwriters, settlement agreements and other non-employees for services rendered or to be rendered in the future. A summary of warrant activity for the nine months ended September 30, 2017 is as follows: Number of Shares Subject to Warrants Outstanding Weighted Avg. Exercise Price Warrants outstanding - January 1, 2017 5,748,829 $ 1.91 Granted 615,386 $ 2.08 Exercised (100,000 ) $ 1.79 Expired - $ - Warrants outstanding and exercisable - September 30, 2017 6,264,215 $ 1.91 Weighted average remaining contractual life of the outstanding warrants in years - September 30, 2017 2.78 A list of the warrants outstanding as of September 30, 2017 is included in the following table: Warrants Outstanding Warrants Exercisable Warrants Exercise Warrants Expiration Warrant Series Issue Date Outstanding Price Exercisable Date Lender warrants 5/11/2015 125,000 $ 1.79 125,000 5/11/2025 Underwriter warrants 2/7/2013 55,688 $ 5.25 55,688 2/7/2018 Settlement warrants 8/16/2016 40,000 $ 3.75 40,000 8/16/2021 Warrants issued to investor relations consultant 7/19/2013 60,000 $ 8.50 60,000 7/19/2018 Placement Agent Warrants 12/27/2016 210,313 $ 1.79 210,313 12/27/2019 PIPE Investor Warrants 12/27/2016 5,157,828 $ 1.79 5,157,828 12/27/2019 Lender warrants (see Note 10) 7/19/2017 615,386 $ 2.08 615,386 7/19/2024 6,264,215 $ 1.91 6,264,215 The Company recorded stock-based compensation related to equity instruments granted to employees, directors and consultants as follows: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Employees - selling and marketing $ 117 $ 102 $ 393 $ 348 Employees - general and administrative 481 600 1,657 2,465 Directors - general and administrative 50 62 155 176 Consultants - selling and marketing - - 60 - Other - general and administrative - 115 - 115 Total $ 648 $ 879 $ 2,265 $ 3,104 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13. COMMITMENTS AND CONTINGENCIES Legal Allergan v. Imprimis In September 2017, Allergan USA, Inc. (“Allergan”) filed a lawsuit in the U.S. District Court for the Central District of California against the Company, primarily claiming the Company’s violations under the federal Lanham Act and other state laws. In October 2017, the Company filed a motion to dismiss or in the alternative, stay litigation related to all of the Allergan claims. A decision regarding our motion to dismiss has not yet been determined. The Company has previously and continues to dispute all claims against it and intends to vigorously defend these allegations. General and Other In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert the Company’s rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject the Company to litigation. Management believes the outcomes of currently pending claims are not likely to have a material effect on the Company’s consolidated financial position and results of operations. Indemnities In addition to the indemnification provisions contained in the Company’s charter documents, the Company generally enters into separate indemnification agreements with each of the Company’s directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as the Company’s director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessors in connection with its facility leases for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets. Asset Purchase, License and Commission Agreements The Company has acquired intellectual property rights related to certain proprietary innovations from certain inventors (the “Inventors”) through multiple asset purchase, license and commission agreements. In consideration for the acquisition of the intellectual property rights, the Company is obligated to make certain milestone payments related to patent and regulatory filings to the Inventors and also make payments, in one instance a minimum annual amount, based on certain percentages of revenues and net sales amounts, as defined within the respective agreements. During the three and nine months ended September 30, 2017, the Company recognized $92 and $361, respectively, and $91 and $452, during the three and nine months ended September 20, 2016, respectively, in expense amounts related to these agreements. Such amounts are included in cost of sales and sales and marketing expenses in the accompanying condensed consolidated statements of operations. Klarity License Agreement – Related Party In April 2017, the Company entered into a license agreement (the “Klarity License Agreement”) with Richard L. Lindstrom, M.D., a member of its Board of Directors. Pursuant to the terms of the Klarity License Agreement, the Company licensed certain intellectual property and related rights from Dr. Lindstrom to develop, formulate, make, sell, and sub-license the topical ophthalmic solution Klarity used to protect and rehabilitate the ocular surface (the “Klarity Product”). Under the terms of the Klarity License Agreement, the Company is required to make royalty payments to Dr. Lindstrom ranging from 3% to 6% of net sales, dependent upon the final formulation of the Klarity Product sold. In addition, the Company is required to make certain milestone payments to Dr. Lindstrom including: (i) an initial payment of $50 upon execution of the Klarity License Agreement, (ii) a second payment of $50 following the first $50 in net sales of the Klarity Product; and (iii) a final payment of $50 following the first $100 in net sales of the Klarity Product. All of the above referenced milestone payments are payable at the Company’s election in cash or shares of the Company’s restricted common stock. Dr. Lindstrom was paid $0 and $50 during the three and nine months ended September 30, 2017, respectively. Dr. Lindstrom is a member of the Company’s Board of Directors, chairman of its Compensation Committee and a member of its Nomination and Corporate Governance Committee. Our Board has reviewed the agreement and financials terms thereof, and does not expect total payments to Dr. Lindstrom will be in excess of $120,000 during the next twelve months. Furthermore, the Board has determined that entering into the Klarity License Agreement would not impair Dr. Lindstrom’s independence nor his ability to provide independent oversight of the Company. Sales and Marketing Agreement – Precision Lens In April 2017, the Company entered into a Strategic Sales & Marketing Agreement (the “Plens Agreement”) with Cameron Ehlen Group, Inc. dba Precision Lens (“Precision Lens”). Pursuant to the terms of the Plens Agreement, Precision Lens will provide exclusive sales and marketing representation services to Imprimis in select geographies in the U.S. Midwest, in connection with the our ophthalmic compounded formulation portfolio including our Dropless Therapy®, LessDrops® combination eye drops, Simple Drops™ preservative-free glaucoma drops, MKO Melt™ conscious sedation and other ocular-related formulations typically used for dilation, general inflammation and infection (the “Products”). Under the terms of the Plens Agreement, the Company is required to make commission payments to Precision Lens equal to 10% of each calendar year’s annual net sales for Products above and beyond the Company’s initial $1,500 in annual net sales for Products for each calendar year. In addition, the Company is required to make periodic milestone payments to Precision Lens in shares of the Company’s restricted common stock including: (i) 10,000 shares if net sales for Products reach $5,000 prior to December 31, 2017; (ii) 15,000 shares if net sales for Products reach $5,000; (iii) 15,000 shares if net sales for Products reach $10,000; (iv) 15,000 shares if net sales for Products reach $15,000; and (v) 15,000 shares if net sales for Products reach $20,000. No payments have been made in relation to this agreement as of September 30, 2017. Sales and Marketing Agreement – SightLife In April 2017, the Company entered into a Strategic Sales & Marketing Agreement (the “SightLife Agreement”) with SightLife Surgical, Inc. (“SightLife”). Pursuant to the terms of the SightLife Agreement, SightLife will provide exclusive United States sales and marketing representation services to the Company in connection with certain dry eye disease formulations (“DED Products”). Under the terms of the SightLife Agreement, the Company is required to make commission payments to SightLife equal to 10% of each calendar year’s annual net sales for DED Products. In addition, the Company is required to make periodic milestone payments to SightLife in shares of the Company’s restricted common stock including: (i) 5,000 shares if net sales for DED Products reach $2,000 prior to December 31, 2017; (ii) 7,500 shares if net sales for DED Products reach $2,500; (iii) 7,500 shares if net sales for DED Products reach $5,000; (iv) 7,500 shares if net sales for DED Products reach $7,500; and (v) 7,500 shares if net sales for DED Products reach $10,000. No payments have been made in relation to this agreement as of September 30, 2017. |
Segment Information and Concent
Segment Information and Concentrations | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information and Concentrations | NOTE 14. SEGMENT INFORMATION AND CONCENTRATIONS The Company operates its business on the basis of a single reportable segment, which is the business of developing proprietary drug therapies and providing such therapies through sterile and non-sterile pharmaceutical compounding services. The Company’s chief operating decision-maker is the Chief Executive Officer, who evaluates the Company as a single operating segment. The Company categorizes revenues by geographic area based on selling location. All operations are currently located in the U.S.; therefore, total revenues for 2017 and 2016 are attributed to the U.S. All long-lived assets at September 30, 2017 and December 31, 2016 are located in the U.S. The Company sells its compounded formulations to a large number of customers. Less than 10% of the Company’s total pharmacy sales were derived from a single customer for the three and nine months ended September 30, 2017 and 2016. The Company receives its active pharmaceutical ingredients from three main suppliers. These suppliers collectively accounted for 72% and 70% during the three and nine months ended September 30, 2017, respectively, and 76% and 72% during the three and nine months ended September 30, 2016, respectively, of active pharmaceutical ingredient purchases. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS The Company has performed an evaluation of events occurring subsequent to September 30, 2017 through the filing date of this Quarterly Report. Based on its evaluation, nothing other than the events described below needs to be disclosed. In October 2017, the Company sold 373,528 shares of common stock under the Sales Agreement and received net proceeds of $814, after deducting offering related expenses and commissions. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of $9,214 and $12,985 for the nine months ended September 30, 2017 and 2016, respectively, and had an accumulated deficit of $86,065 and $76,851 as of September 30, 2017 and December 31, 2016, respectively. In addition, the Company used cash in operating activities of $8,509 and $8,977 for the nine months ended September 30, 2017 and 2016, respectively. While there is no assurance, the Company believes its existing cash resources and restricted cash of approximately $4,067 at September 30, 2017, along with proceeds from the Sales Agreement (see and defined in Note 12) will be sufficient to sustain the Company’s planned level of operations for at least the next twelve months. However, estimates of operating expenses and working capital requirements could be incorrect, and the Company could use its cash resources faster than anticipated. Further, some or all of the ongoing or planned activities may not be successful and could result in further losses. The Company may seek to increase liquidity and capital resources by one or more of the following which may include, but are not limited to: the sale of assets and/or businesses, obtaining financing through the issuance of equity, debt, or convertible securities; and working to increase revenue growth through sales. There is no guarantee that the Company will be able to obtain capital when needed on terms it deems as acceptable, or at all. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company recognizes revenues when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The Company’s revenues consist of sales of certain of the Company’s proprietary compounded drug formulations and non-proprietary formulations and products. Product Revenues Determination of criteria (3) and (4) is based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Estimated returns and allowances and other adjustments are provided for in the same period during which the related sales are recorded. The Company will defer any revenues received for a product that has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered and no refund will be required. License Revenues License arrangements may consist of non-refundable upfront license fees, data transfer fees, research reimbursement payments, exclusive license rights to patented or patent pending compounds, technology access fees, and various performance or sales milestones. These arrangements can be multiple element arrangements. Non-refundable fees that are not contingent on any future performance by the Company and require no consequential continuing involvement on the part of the Company are recognized as revenue when the license term commences and the licensed data, technology, compounded drug preparation and/or other deliverable is delivered. Such deliverables may include physical quantities of compounded drug preparations, design of the compounded drug preparations and structure-activity relationships, the conceptual framework and mechanism of action, and rights to the patents or patent applications for such compounded drug preparations. The Company defers recognition of non-refundable fees if it has continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee and that are separate and independent of the Company’s performance under the other elements of the arrangement. In addition, if the Company’s continued involvement is required, through research and development services that are related to its proprietary know-how and expertise of the delivered technology or can only be performed by the Company, then such non-refundable fees are deferred and recognized over the period of continuing involvement. Guaranteed minimum annual royalties are recognized on a straight-line basis over the applicable term. |
Investment in Eton Pharmaceuticals, Inc. | Investment in Eton Pharmaceuticals, Inc. In April 2017, the Company formed Eton Pharmaceuticals, Inc. (“Eton”) as a wholly owned subsidiary. In June 2017, Eton entered into and closed on definitive stock purchase agreements with accredited investors for the purchase of Eton’s Series A Preferred Stock that resulted in net proceeds to Eton, after deducting placement agent fees and other expenses, of approximately $18,000. At the time of closing, the Company lost voting and ownership control of Eton and it ceased consolidating Eton’s financial statements. At the time of deconsolidation, the Company recorded a gain of $5,725 and adjusted the carrying value in Eton to reflect the increased valuation of Eton and the Company’s new ownership percent in accordance with Accounting Standard Codification (“ASC”) 810-10-40-4(c), Consolidation The Company owns 3,500,000 common shares (approximately 27% equity interest as of September 30, 2017) of Eton and, uses the equity method of accounting for this investment, as management has determined that the Company has the ability to exercise significant influence over the operating and financial decisions of Eton. Under this method, the Company recognizes earnings and losses of Eton in its financial statements and adjusts the carrying amount of its investment in Eton accordingly. The Company’s share of earnings and losses are based on the shares of common stock and in-substance common stock of Eton held by the Company. Any intra-entity profits and losses are eliminated. During the three and nine months ended September 30, 2017, the Company recorded equity in net loss of Eton of $1,237 and $1,453, respectively. As of September 30, 2017, the carrying value of the Company’s investment in Eton was $4,272. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic net income (loss) per common share is computed by dividing income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the income (loss) attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Basic and diluted net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Common stock equivalents (using the treasury stock or “if converted” method) from deferred acquisition obligations, convertible note payable, stock options, unvested restricted stock units (“RSUs”) and warrants were 9,983,548 and 4,424,397 at September 30, 2017 and 2016, respectively, and are excluded from the calculation of diluted loss per share for the periods presented, because the effect is anti-dilutive. Included in the basic and diluted net loss per share calculation were RSUs awarded to directors that had vested, but the issuance and delivery of the shares are deferred until the director resigns. The number of shares underlying vested RSUs at September 30, 2017 and 2016 was 121,344 and 281,283, respectively. The following table shows the computation of basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2017 and 2016: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Numerator – net loss $ (5,692 ) $ (3,850 ) $ (9,214 ) $ (12,985 ) Denominator – weighted average number of shares outstanding, basic and diluted 20,273,347 13,471,004 19,806,759 12,404,328 Net loss per share, basic and diluted $ (0.28 ) $ (0.29 ) $ (0.47 ) $ (1.05 ) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. In February 2016, the FASB issued ASU 2016-02, Leases In January 2017, the FASB issued ASU 2017-01, Business Combinations, Clarifying the Definition of a Business, In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Basic Earnings Per Common Share | The following table shows the computation of basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2017 and 2016: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Numerator – net loss $ (5,692 ) $ (3,850 ) $ (9,214 ) $ (12,985 ) Denominator – weighted average number of shares outstanding, basic and diluted 20,273,347 13,471,004 19,806,759 12,404,328 Net loss per share, basic and diluted $ (0.28 ) $ (0.29 ) $ (0.47 ) $ (1.05 ) |
Investment in Eton Pharmaceut23
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Condensed Income Statement | The unaudited condensed results of operations information of Eton is summarized below (in thousands): From the period beginning April 27, 2017 (inception) to September 30, 2017 Revenues, net $ - Loss from operations 5,382 Net loss $ (5,382 ) |
Schedule of Condensed Balance Sheet | The unaudited condensed balance sheet information of Eton is summarized below (in thousands): At September 30, 2017 Current assets $ 14,501 Total assets 14,501 Current liabilities 297 Stockholders’ equity 14,204 Total liabilities and stockholders’ equity $ 14,501 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The composition of inventories as of September 30, 2017 and December 31, 2016 was as follows: September 30, December 31, 2017 2016 Raw materials $ 805 $ 669 Finished goods 1,569 1,172 Total inventories $ 2,374 $ 1,841 |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, December 31, 2017 2016 Prepaid insurance $ 207 $ 315 Other prepaid expenses 553 517 Deposits and other current assets 183 106 Total prepaid expenses and other current assets $ 943 $ 938 |
Asset Sales and Note Receivab26
Asset Sales and Note Receivable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Asset Sales And Note Receivable Tables | |
Schedule of Future Minimum Payments to Note Receivable | At September 30, 2017, future minimum payments to the Company under its note receivable were as follows: Amount Remainder of 2017 $ 24 2018 116 2019 116 2020 116 2021 77 Total minimum payments 448 Less: amount representing interest income 48 Present value of future minimum note receivable 400 Less: current portion 95 Note receivable net of current portion $ 305 |
Schedule of Assets and Note Receivable | Assets sold during the nine months ended September 30, 2017 consisted of the following: September 30, 2017 Inventories $ 413 Furniture and equipment 218 631 Loss on asset sale (121 ) Assets sold $ 510 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets at September 30, 2017 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Impairment Carrying value Patents 17-19 years $ 325 $ (16 ) $ - $ 309 Licenses 20 years 50 - - 50 Trademarks Indefinite 246 - - 246 Customer relationships 3-15 years 2,998 (748 ) (15 ) 2,235 Trade name 5 years 16 (9 ) (1 ) 7 Non-competition clause 3-4 years 294 (250 ) (20 ) 23 State pharmacy licenses 25 years 45 (3 ) (28 ) 14 $ 3,975 $ (1,025 ) $ (64 ) $ 2,884 |
Schedule of Amortization Expenses for Intangible Assets | Amortization expense for intangible assets for the three and nine months ended September 30 was as follows: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Patents $ 3 4 $ 10 $ 5 Licenses - - - - Customer relationships 65 $ 60 194 191 Trade name - - 2 2 Non-competition clause 21 16 65 62 State pharmacy licenses - - 1 2 $ 89 $ 80 $ 272 $ 262 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for the Company’s intangible assets at September 30, 2017 is as follows: Remainder of 2017 $ 90 2018 227 2019 223 2020 220 2021 220 Thereafter 1,904 $ 2,884 |
Accounts Payable and Accrued 28
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: September 30, December 31, 2017 2016 Accounts payable $ 3,385 $ 2,999 Deferred rent 399 412 Accrued interest (see Note 10) 251 116 Accrued exit fee for notes payable (see Note 10) 800 667 Building lease liability - 11 Total accounts payable and accrued expenses 4,835 4,205 Less: Current portion (4,035 ) (3,538 ) Non-current total accrued expenses $ 800 $ 667 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Estimated of Black-Scholes-Merton | The relative fair value of the Lender Warrants were approximately $1,046 and was estimated using the Black-Scholes-Merton model with the following assumptions: 2017 Weighted-average fair value of warrants granted $ 1.70 Expected terms (in years) 7.00 Expected volatility 113.5 % Risk-free interest rate 1.77 % Dividend yield - |
Summary of Future Minimum Payments | At September 30, 2017, future minimum payments under the Company’s notes payable were as follows: Amount Remainder of 2017 $ 741 2018 1,947 2019 3,657 2020 3,440 2021 3,214 2022 11,201 Total minimum payments 24,199 Less: amount representing interest (7,949 ) Notes payable, gross (including accrued interest of $251) 16,251 Less: unamortized discount (2,123 ) Note payable (including accrued interest of $251), net of unamortized debt discount $ 14,128 |
Capital Lease Obligation (Table
Capital Lease Obligation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
Schedule of Future Payment Under Capital Lease | At September 30, 2017, future payments under the Company’s capital leases were as follows: Amount Remainder of 2017 $ 193 2018 773 2019 751 Total minimum lease payments 1,718 Less: amount representing interest payments (128 ) Present value of future minimum lease payment 1,590 Less: unamortized discount (145 ) 1,445 Less: current portion, net of unamortized discount (562 ) Capital lease obligation net of current portion and unamortized discount $ 883 |
Stockholders' Equity and Stoc31
Stockholders' Equity and Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Stock Option Plan Activity | A summary of stock option activity under the Plans for the nine months ended September 30, 2017 is as follows: Number of shares Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life Aggregate Intrinsic Value Options outstanding - January 1, 2017 2,013,313 $ 6.20 Options granted 533,500 $ 1.92 Options exercised - $ - Options cancelled/forfeit (283,740 ) $ 4.25 Options outstanding - September 30, 2017 2,263,073 $ 5.51 6.37 $ - Options exercisable 911,005 $ 5.90 6.46 $ - Options vested and expected to vest 2,123,576 $ 5.53 6.34 $ - |
Schedule of Fair Value Assumption | The table below illustrates the fair value per share determined by the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees: 2017 Weighted-average fair value of options granted $ 2.67 Expected terms (in years) 5.81 - 6.11 Expected volatility 117 % Risk-free interest rate 1.90 - 1.92% Dividend yield - |
Schedule of Shares Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at September 30, 2017: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life in Years Price Exercisable Price $1.70 - $2.60 583,000 8.40 $ 2.18 169,998 $ 2.36 $3.20 - $4.50 542,625 8.20 $ 3.97 247,501 $ 4.00 $5.49 - $6.36 107,286 5.88 $ 5.96 103,218 $ 5.97 $6.64 - $8.99 1,025,132 4.31 $ 7.98 385,258 $ 8.19 $42.80 5,030 2.87 $ 42.80 5,030 $ 42.80 $1.70 - $42.80 2,263,073 6.37 $ 5.51 911,005 $ 5.90 |
Schedule of Restricted Stock Units Activity | A summary of the Company’s RSU activity and related information for the nine months ended September 30, 2017 is as follows: Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2017 1,292,876 $ 2.43 RSUs granted 62,892 $ 3.18 RSUs vested (41,099 ) $ 3.94 RSUs cancelled/forfeit - $ - RSUs unvested at September 30, 2017 1,314,669 $ 2.43 |
Schedule of Warrants Activity | A summary of warrant activity for the nine months ended September 30, 2017 is as follows: Number of Shares Subject to Warrants Outstanding Weighted Avg. Exercise Price Warrants outstanding - January 1, 2017 5,748,829 $ 1.91 Granted 615,386 $ 2.08 Exercised (100,000 ) $ 1.79 Expired - $ - Warrants outstanding and exercisable - September 30, 2017 6,264,215 $ 1.91 Weighted average remaining contractual life of the outstanding warrants in years - September 30, 2017 2.78 |
Schedule of Warrants Outstanding and Warrants Exercisable | A list of the warrants outstanding as of September 30, 2017 is included in the following table: Warrants Outstanding Warrants Exercisable Warrants Exercise Warrants Expiration Warrant Series Issue Date Outstanding Price Exercisable Date Lender warrants 5/11/2015 125,000 $ 1.79 125,000 5/11/2025 Underwriter warrants 2/7/2013 55,688 $ 5.25 55,688 2/7/2018 Settlement warrants 8/16/2016 40,000 $ 3.75 40,000 8/16/2021 Warrants issued to investor relations consultant 7/19/2013 60,000 $ 8.50 60,000 7/19/2018 Placement Agent Warrants 12/27/2016 210,313 $ 1.79 210,313 12/27/2019 PIPE Investor Warrants 12/27/2016 5,157,828 $ 1.79 5,157,828 12/27/2019 Lender warrants (see Note 10) 7/19/2017 615,386 $ 2.08 615,386 7/19/2024 6,264,215 $ 1.91 6,264,215 |
Schedule of Stock Based Compensation Granted to Employees Directors Consultants | The Company recorded stock-based compensation related to equity instruments granted to employees, directors and consultants as follows: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Employees - selling and marketing $ 117 $ 102 $ 393 $ 348 Employees - general and administrative 481 600 1,657 2,465 Directors - general and administrative 50 62 155 176 Consultants - selling and marketing - - 60 - Other - general and administrative - 115 - 115 Total $ 648 $ 879 $ 2,265 $ 3,104 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Net loss | $ 5,692 | $ 3,850 | $ 9,214 | $ 12,985 | ||
Accumulated deficit | 86,065 | $ 86,065 | 86,065 | $ 76,851 | ||
Net cash used in operating activities | 8,509 | 8,977 | ||||
Cash resources and restricted investments | 4,067 | 4,067 | 4,067 | |||
Gain on deconsolidation of Eton Pharmaceuticals | 5,725 | |||||
Investment in Eton Pharmaceuticals, Inc. | 4,272 | 4,272 | 4,272 | |||
Equity in loss of Eton Pharmaceuticals | $ 1,237 | $ 1,453 | ||||
Restricted Stock Units [Member] | ||||||
Number of shares vested during the period | 121,344 | 281,283 | ||||
Deferred Acquisition Obligations, Convertible Note Payable, Stock Options, Unvested RSUs and Warrants [Member] | ||||||
Antidilutive securities | 9,983,548 | 4,424,397 | ||||
Eton Pharmaceuticals, Inc. [Member] | ||||||
Net loss | $ 5,382 | |||||
Proceeds from wholly owned subsidiary | $ 18 | |||||
Number of common stock shares owned | 3,500,000 | |||||
Equity interest percentage | 27.00% | 27.00% | 27.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of Basic Earnings 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 | |
Accounting Policies [Abstract] | ||||
Numerator - net loss | $ (5,692) | $ (3,850) | $ (9,214) | $ (12,985) |
Denominator - weighted average number of shares outstanding, basic and diluted | 20,273,347 | 13,471,004 | 19,806,759 | 12,404,328 |
Net income (loss) per share, basic and diluted | $ (0.28) | $ (0.29) | $ (0.47) | $ (1.05) |
Investment in Eton Pharmaceut34
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions (Details Narrative) - Eton Pharmaceuticals, Inc. [Member] - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
May 31, 2017 | Sep. 30, 2017 | |
Due from related parties | $ 10 | |
Ownership percentage | 27.00% | |
Eton License Agreements [Member] | ||
Proceeds from sale of equity securities | $ 10 | |
Eton License Agreements [Member] | Minimum [Member] | ||
Royalty payment percentage on net sales | 3.00% | |
Eton License Agreements [Member] | Maximum [Member] | ||
Royalty payment percentage on net sales | 6.00% | |
Payment on issuances of patent | $ 50 | |
Management Services Agreement [Member] | ||
Monthly payment | $ 10 |
Investment in Eton Pharmaceut35
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions - Schedule of Condensed Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Loss from operations | $ (2,764) | $ (4,612) | $ (10,012) | $ (12,374) | |
Net loss | $ (5,692) | $ (3,850) | $ (9,214) | $ (12,985) | |
Eton Pharmaceuticals, Inc. [Member] | |||||
Revenues, net | |||||
Loss from operations | 5,382 | ||||
Net loss | $ (5,382) |
Investment in Eton Pharmaceut36
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions - Schedule of Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | $ 10,104 | $ 14,753 |
Total assets | 26,211 | 27,247 |
Current liabilities | 6,053 | 9,905 |
Stockholders' equity | 3,746 | 6,432 |
Total liabilities and stockholders' equity | 26,211 | $ 27,247 |
Eton Pharmaceuticals, Inc. [Member] | ||
Current assets | 14,501 | |
Total assets | 14,501 | |
Current liabilities | 297 | |
Stockholders' equity | 14,204 | |
Total liabilities and stockholders' equity | $ 14,501 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||
Money market account | $ 200 | $ 200 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 805 | $ 669 |
Finished goods | 1,569 | 1,172 |
Total inventories | $ 2,374 | $ 1,841 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 207 | $ 315 |
Other prepaid expenses | 553 | 517 |
Deposits and other current assets | 183 | 106 |
Total prepaid expenses and other current assets | $ 943 | $ 938 |
Asset Sales and Note Receivab40
Asset Sales and Note Receivable (Details Narrative) - USD ($) $ in Thousands | Jun. 27, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Loss on sale of assets | $ 326 | ||||
Pharmacy Solutions Central, LLC [Member] | |||||
Payment to closing cash amount | $ 410 | ||||
Debt interest rate | 6.00% | ||||
Debt monthly payment | $ 10 | ||||
Debt annual principal payment | $ 462 | ||||
Payment term description | The principal amount of the Sellers Note may also be reduced by $125, if after a period of 60 days following the closing, certain revenues associated with the PA Assets are less than 60% of the revenues associated with the PA Assets during the 60 days prior to the close of the transaction. The closing of this transaction occurred on July 14, 2017. | ||||
Pharmacy Solutions Central, LLC [Member] | December 31, 2017 [Member] | |||||
Debt monthly payment | $ 365 | ||||
Imprimis TX [Member] | |||||
Loss on sale of assets | 173 | ||||
Asset Purchase Agreement [Member] | |||||
Note due amount | 400 | ||||
Loss on sale of assets | 69 | ||||
Loss from sale of equipment | $ 60 | ||||
Loss on equipment | $ 52 | ||||
Asset Purchase Agreement [Member] | Pharmacy Solutions Central, LLC [Member] | |||||
Total purchase price | 450 | ||||
Payment to closing cash amount | $ 40 | ||||
Stock Purchase Agreement [Member] | Livernois [Member] | |||||
Sale of stock percentage | 100.00% | ||||
Payment of consideration amount | $ 10 | ||||
Lease obligation | $ 113 |
Asset Sales and Note Receivab41
Asset Sales and Note Receivable - Schedule of Future Minimum Payments to Note Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Asset Sales And Note Receivable | ||
Remainder of 2017 | $ 24 | |
2,018 | 116 | |
2,019 | 116 | |
2,020 | 116 | |
2,021 | 77 | |
Total minimum payments | 448 | |
Less: amount representing interest income | 48 | |
Present value of future minimum note receivable | 400 | |
Less: current portion | 95 | |
Note receivable net of current portion | $ 305 |
Asset Sales and Note Receivab42
Asset Sales and Note Receivable - Schedule of Assets Note Receivable (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Asset Sales And Note Receivable - Schedule Of Assets Note Receivable Details | |
Inventories | $ 413 |
Furniture and equipment | 218 |
Asset held for sale | 631 |
Loss on asset sale | (121) |
Assets sold | $ 510 |
Intangible Assets and Goodwil43
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Cost | $ 3,975 |
Accumulated amortization | (1,025) |
Impairment | (64) |
Net Carrying value | 2,884 |
Patents [Member] | |
Cost | 325 |
Accumulated amortization | (16) |
Impairment | |
Net Carrying value | $ 309 |
Patents [Member] | Minimum [Member] | |
Amortization periods (in years) | 17 years |
Patents [Member] | Maximum [Member] | |
Amortization periods (in years) | 19 years |
Licenses [Member] | |
Amortization periods (in years) | 20 years |
Cost | $ 50 |
Accumulated amortization | |
Impairment | |
Net Carrying value | $ 50 |
Trademarks [Member] | |
Amortization periods description | Indefinite |
Cost | $ 246 |
Accumulated amortization | |
Impairment | |
Net Carrying value | 246 |
Customer Relationships [Member] | |
Cost | 2,998 |
Accumulated amortization | (748) |
Impairment | (15) |
Net Carrying value | $ 2,235 |
Customer Relationships [Member] | Minimum [Member] | |
Amortization periods (in years) | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Amortization periods (in years) | 15 years |
Trade Name [Member] | |
Amortization periods (in years) | 5 years |
Cost | $ 16 |
Accumulated amortization | (9) |
Impairment | (1) |
Net Carrying value | 7 |
Non-Competition Clause [Member] | |
Cost | 294 |
Accumulated amortization | (250) |
Impairment | (20) |
Net Carrying value | $ 23 |
Non-Competition Clause [Member] | Minimum [Member] | |
Amortization periods (in years) | 3 years |
Non-Competition Clause [Member] | Maximum [Member] | |
Amortization periods (in years) | 4 years |
State Pharmacy Licenses [Member] | |
Amortization periods (in years) | 25 years |
Cost | $ 45 |
Accumulated amortization | (3) |
Impairment | (28) |
Net Carrying value | $ 14 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill - Schedule of Amortization Expenses for Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Amortization of intangible assets | $ 89 | $ 80 | $ 272 | $ 262 |
Patents [Member] | ||||
Amortization of intangible assets | 3 | 4 | 10 | 5 |
Licenses [Member] | ||||
Amortization of intangible assets | ||||
Customer Relationships [Member] | ||||
Amortization of intangible assets | 65 | 60 | 194 | 191 |
Trade Name [Member] | ||||
Amortization of intangible assets | 2 | 2 | ||
Non-Competition Clause [Member] | ||||
Amortization of intangible assets | 21 | 16 | 65 | 62 |
State Pharmacy Licenses [Member] | ||||
Amortization of intangible assets | $ 1 | $ 2 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2017 | $ 90 | |
2,018 | 227 | |
2,019 | 223 | |
2,020 | 220 | |
2,021 | 220 | |
Thereafter | 1,904 | |
Intangible assets | $ 2,884 | $ 2,972 |
Accounts Payable and Accrued 46
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,385 | $ 2,999 |
Deferred rent | 399 | 412 |
Accrued interest | 251 | 116 |
Accrued exit fee for note payable | 800 | 667 |
Building lease liability | 11 | |
Total accounts payable and accrued expenses | 4,835 | 4,205 |
Less: current portion | (4,035) | (3,538) |
Non-current total accrued expenses | $ 800 | $ 667 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Loss on extinguishment | $ 884 | $ 884 | |||
Liability of final fee included in accrued expenses | 800 | 800 | $ 667 | ||
Fair value warrant adjustments | 982 | ||||
Amortization of debt discount | 141 | $ 265 | 812 | $ 829 | |
Warrant [Member] | |||||
Fair value warrant adjustments | 1,046 | ||||
Loan Agreement [Member] | |||||
Incurred expense debt | 1,282 | 1,282 | |||
Liability of final fee included in accrued expenses | $ 800 | $ 800 | |||
July 2017 [Member] | Lender Warrants [Member] | |||||
Warrant to purchase of common stock | 415,586 | 415,586 | |||
Warrant exercise price per share | $ 3.08 | $ 3.08 | |||
Warrant term | 7 years | ||||
July 2017 [Member] | SWK Warrants [Member] | |||||
Warrant to purchase of common stock | 615,386 | 615,386 | |||
Warrant exercise price per share | $ 2.08 | $ 2.08 | |||
July 2017 [Member] | London Inter-Bank Offered Rate [Member] | |||||
Loan bear interest | 10.50% | 10.50% | |||
July 2017 [Member] | London Inter-Bank Offered Rate [Member] | Minimum [Member] | |||||
Loan bear interest | 1.50% | 1.50% | |||
July 2017 [Member] | London Inter-Bank Offered Rate [Member] | Maximum [Member] | |||||
Loan bear interest | 3.00% | 3.00% | |||
SWK Loan Agreement [Member] | July 2017 [Member] | |||||
Debt principal amount | $ 16 | $ 16 | |||
Loan agreement term | 5 years | ||||
Repayment of debt | $ 750 | ||||
Debt due date description | All amounts owed under the SWK Loan Agreement, including a final fee equal to 5% of the aggregate principal amount loaned thereunder, will be due and payable on July 19, 2022, or if certain revenue requirements are not met, July 19, 2021. The Company may elect to prepay all, but not less than all, of the amounts owed under the SWK Loan Agreement prior to the maturity date at any time after July 19, 2019. If certain revenue requirements are not met, the Company may be allowed to prepay the loan from July 19, 2018 to July 19, 2019, provided that a prepayment fee equal to 6% of the principal amount of the loan will also be due. | ||||
LSAF Loan [Member] | July 2017 [Member] | |||||
Debt principal amount | $ 13,999 | $ 13,999 |
Debt - Summary of Estimated of
Debt - Summary of Estimated of Black-Scholes-Merton (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Weighted-average fair value of warrants granted | $ 1.70 |
Expected terms (in years) | 7 years |
Expected volatility | 113.50% |
Risk-free interest rate | 1.77% |
Dividend yield |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Payments (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Remainder of 2017 | $ 741 | |
2,018 | 1,947 | |
2,019 | 3,657 | |
2,020 | 3,440 | |
2,021 | 3,214 | |
2,022 | 11,201 | |
Total minimum payments | 24,199 | |
Less: amount representing interest | (7,949) | |
Notes payable, gross (including accrued interest of $251) | $ 3,973,000 | |
Less: unamortized discount | (2,123) | |
Note payable (including accrued interest of $251), net of unamortized debt discount | $ 14,128 |
Debt - Summary of Future Mini50
Debt - Summary of Future Minimum Payments (Details) (Parenthetical) $ in Thousands | Sep. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
Accrued interest | $ 251 |
Capital Lease Obligation (Detai
Capital Lease Obligation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt discount amortization | $ 141 | $ 265 | $ 812 | $ 829 |
Capital Lease Obligations [Member] | ||||
Debt discount amortization | $ 40 | $ 133 |
Capital Lease Obligation - Sche
Capital Lease Obligation - Schedule of Future Payment Under Capital Lease (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Leases [Abstract] | ||
Remainder of 2017 | $ 193 | |
2,018 | 773 | |
2,019 | 751 | |
Total minimum lease payments | 1,718 | |
Less: amount representing interest payments | (128) | |
Present value of future minimum lease payments | 1,590 | |
Less: unamortized discount | (145) | |
Present value of future net minimum lease payments | 1,445 | |
Less: current portion, net of unamortized discount | (562) | $ (458) |
Capital lease obligation, net of current portion and unamortized discount | $ 883 | $ 1,318 |
Stockholders' Equity and Stoc53
Stockholders' Equity and Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | |
Stock-based compensation | $ 2,265 | $ 2,989 | |||||
Stock Option Plan [Member] | |||||||
Closing price of common stock price per share | $ 1.61 | $ 1.61 | |||||
Stock options granted with exercise price contractual terms | 6 years 5 months 16 days | ||||||
Stock options granted vesting terms | Vesting terms for options granted to employees and consultants during the six months ended September 30, 2017 typically included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; or 100% vesting associated with the provision or completion of services provided under contracts with consultants. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plan) and in the event of certain modifications to the option award agreement. | ||||||
Forfeiture factor, percentage | 10.00% | ||||||
Unrecognized compensation expense related to unvested stock options granted under the plan | $ 3,000 | $ 3,000 | |||||
Expense expected to recognize over the weighted-average remaining vesting period | 2 years 8 months 12 days | ||||||
Stock-based compensation | 347 | $ 1,296 | |||||
Unvested RSUs [Member] | |||||||
Unrecognized compensation expense related to unvested stock options granted under the plan | 1,295 | $ 1,295 | |||||
Expense expected to recognize over the weighted-average remaining vesting period | 1 year 1 month 6 days | ||||||
Stock-based compensation | $ 302 | $ 909 | |||||
2007 Incentive Stock and Awards Plan [Member] | |||||||
Stock issued during period, shares, new issues | 2,000,000 | ||||||
Stock options granted with exercise price contractual terms | 10 years | ||||||
Warrants [Member] | |||||||
Number of common stock issued for warrant exercises | 100,000 | ||||||
Proceeds from issuance of warrant | $ 179 | ||||||
Warrant exercise price per share | $ 1.79 | ||||||
Directors [Member] | |||||||
Issuance of restricted common stock, shares | 41,099 | ||||||
Securities Purchase Agreements [Member] | Two Accredited Investors [Member] | |||||||
Stock issued during period, shares, new issues | 1,312,500 | ||||||
Price per share | $ 2.40 | ||||||
Net proceeds of registered offering | $ 2,940 | ||||||
Gross proceeds, percentage | 6.00% | ||||||
Stock Purchase Agreement [Member] | Livernois & London, LLC [Member] | |||||||
Number of shares issued investor relations related services | 25,000 | ||||||
Number of shares issued investor relations related services, value | $ 60 | ||||||
Sales Agreement [Member] | Cantor Fitzgerald & Co [Member] | |||||||
Net proceeds of registered offering | $ 162 | ||||||
Cash commission, percentage | 3.00% | ||||||
Sales commission | $ 5 | ||||||
Available future sales | $ 9,031 |
Stockholders' Equity and Stoc54
Stockholders' Equity and Stock-based Compensation - Schedule of Stock Option Plan Activity (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Weighted Avg. Exercise Price, Exercisable Ending Balance | $ 5.51 |
Stock Option Plan [Member] | |
Number of shares, Outstanding, Beginning balance | shares | 2,013,313 |
Number of shares, Options granted | shares | 533,500 |
Number of shares, Options exercised | shares | |
Number of shares, Options cancelled/forfeit | shares | (283,740) |
Number of shares, Outstanding, Ending balance | shares | 2,263,073 |
Number of shares, Options exercisable | shares | 911,005 |
Number of shares, Options vested and expected to vest | shares | 2,123,576 |
Weighted Avg. Exercise Price, Outstanding, Beginning balance | $ 6.20 |
Weighted Avg. Exercise Price, Options granted | 1.92 |
Weighted Avg. Exercise Price, Options exercised | |
Weighted Avg. Exercise Price, Options cancelled/forfeit | 4.25 |
Weighted Avg. Exercise Price, Outstanding, Ending balance | 5.51 |
Weighted Avg. Exercise Price, Exercisable Ending Balance | 5.90 |
Weighted Avg. Exercise Price, Vested and expected to vest | $ 5.53 |
Weighted Avg. Remaining Contractual Life, Options outstanding | 6 years 4 months 13 days |
Weighted Avg. Remaining Contractual Life, Options exercisable | 6 years 5 months 16 days |
Weighted Avg. Remaining Contractual Life, Options vested and expected to vest | 6 years 4 months 2 days |
Aggregate Intrinsic Value, Options outstanding | $ | |
Aggregate Intrinsic Value, Options exercisable | $ | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ |
Stockholders' Equity and Stoc55
Stockholders' Equity and Stock-based Compensation - Schedule of Fair Value Assumption (Details) - Options Granted to Employees [Member] | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Weighted-average fair value of options granted | $ 2.67 |
Expected volatility | 117.00% |
Risk-free interest rate, minimum | 1.90% |
Risk-free interest rate, maximum | 1.92% |
Dividend yield | |
Minimum [Member] | |
Expected terms (in years) | 5 years 9 months 22 days |
Maximum [Member] | |
Expected terms (in years) | 6 years 1 month 9 days |
Stockholders' Equity and Stoc56
Stockholders' Equity and Stock-based Compensation - Schedule of Shares Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Range of Exercise Prices, minimum | $ 1.70 |
Range of Exercise Prices, maximum | $ 42.80 |
Number of Options Outstanding | shares | 2,263,073 |
Weighted Average Remaining Contractual Life in Years | 6 years 4 months 13 days |
Weighted Average Exercise Price | $ 5.51 |
Number Exercisable | shares | 911,005 |
Weighted Average Exercisable Exercise Price | $ 5.90 |
Range One [Member] | |
Range of Exercise Prices, minimum | 1.70 |
Range of Exercise Prices, maximum | $ 2.60 |
Number of Options Outstanding | shares | 583,000 |
Weighted Average Remaining Contractual Life in Years | 8 years 4 months 24 days |
Weighted Average Exercise Price | $ 2.18 |
Number Exercisable | shares | 169,998 |
Weighted Average Exercisable Exercise Price | $ 2.36 |
Range Two [Member] | |
Range of Exercise Prices, minimum | 3.20 |
Range of Exercise Prices, maximum | $ 4.50 |
Number of Options Outstanding | shares | 542,625 |
Weighted Average Remaining Contractual Life in Years | 8 years 2 months 12 days |
Weighted Average Exercise Price | $ 3.97 |
Number Exercisable | shares | 247,501 |
Weighted Average Exercisable Exercise Price | $ 4 |
Range Three [Member] | |
Range of Exercise Prices, minimum | 5.49 |
Range of Exercise Prices, maximum | $ 6.36 |
Number of Options Outstanding | shares | 107,286 |
Weighted Average Remaining Contractual Life in Years | 5 years 10 months 17 days |
Weighted Average Exercise Price | $ 5.96 |
Number Exercisable | shares | 103,218 |
Weighted Average Exercisable Exercise Price | $ 5.97 |
Range Four [Member] | |
Range of Exercise Prices, minimum | 6.64 |
Range of Exercise Prices, maximum | $ 8.99 |
Number of Options Outstanding | shares | 1,025,132 |
Weighted Average Remaining Contractual Life in Years | 4 years 3 months 22 days |
Weighted Average Exercise Price | $ 7.98 |
Number Exercisable | shares | 385,258 |
Weighted Average Exercisable Exercise Price | $ 8.19 |
Range Five [Member] | |
Range of Exercise Prices, minimum | $ 42.80 |
Number of Options Outstanding | shares | 5,030 |
Weighted Average Remaining Contractual Life in Years | 2 years 10 months 14 days |
Weighted Average Exercise Price | $ 42.80 |
Number Exercisable | shares | 5,030 |
Weighted Average Exercisable Exercise Price | $ 42.80 |
Stockholders' Equity and Stoc57
Stockholders' Equity and Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of RSUs unvested, Outstanding, Beginning balance | shares | 1,292,876 |
Number of RSUs granted | shares | 62,892 |
Number of RSUs vested | shares | (41,099) |
Number RSUs cancelled/forfeit | shares | |
Number of RSUs unvested, Outstanding, Ending balance | shares | 1,314,669 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.43 |
Weighted Average Grant Date Fair Value, RSUs granted | $ / shares | 3.18 |
Weighted Average Grant Date Fair Value, RSUs vested | $ / shares | 3.94 |
Weighted Average Grant Date Fair Value, RSUs cancelled/forfeit | $ / shares | |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 2.43 |
Stockholders' Equity and Stoc58
Stockholders' Equity and Stock-based Compensation - Schedule of Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of shares, outstanding, beginning balance | shares | 5,748,829 |
Number of shares subject to warrants outstanding, granted | shares | 615,386 |
Number of shares subject to warrants outstanding, exercised | shares | (100,000) |
Number of shares subject to warrants outstanding, expired | shares | |
Number of shares, outstanding and exercisable , ending balance | shares | 6,264,215 |
Weighted average remaining contractual life of the outstanding warrants in years | 2 years 9 months 11 days |
Weighted avg. Exercise price, outstanding, beginning balance | $ / shares | $ 1.91 |
Weighted avg. Exercise price, granted | $ / shares | 2.08 |
Weighted avg. Exercise price, exercised | $ / shares | 1.79 |
Weighted avg. Exercise price, expired/forfeited | $ / shares | |
Weighted avg. Exercise price, outstanding and exercisable, ending balance | $ / shares | $ 1.91 |
Stockholders' Equity and Stoc59
Stockholders' Equity and Stock-based Compensation - Schedule of Warrants Outstanding and Warrants Exercisable (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Warrant [Member] | |
Warrants Outstanding | 6,264,215 |
Exercise Price | $ / shares | $ 1.91 |
Warrants Exercisable | 6,264,215 |
Lender Warrants [Member] | |
Issue Date | May 11, 2015 |
Warrants Outstanding | 125,000 |
Exercise Price | $ / shares | $ 1.79 |
Warrants Exercisable | 125,000 |
Expiration Date | May 11, 2025 |
Underwriter Warrants [Member] | |
Issue Date | Feb. 7, 2013 |
Warrants Outstanding | 55,688 |
Exercise Price | $ / shares | $ 5.25 |
Warrants Exercisable | 55,688 |
Expiration Date | Feb. 7, 2018 |
Settlement Warrants [Member] | |
Issue Date | Aug. 16, 2016 |
Warrants Outstanding | 40,000 |
Exercise Price | $ / shares | $ 3.75 |
Warrants Exercisable | 40,000 |
Expiration Date | Aug. 16, 2021 |
Warrants Issued to Investor Relations Consultant [Member] | |
Issue Date | Jul. 19, 2013 |
Warrants Outstanding | 60,000 |
Exercise Price | $ / shares | $ 8.50 |
Warrants Exercisable | 60,000 |
Expiration Date | Jul. 19, 2018 |
Placement Agent Warrants [Member] | |
Issue Date | Dec. 27, 2016 |
Warrants Outstanding | 210,313 |
Exercise Price | $ / shares | $ 1.79 |
Warrants Exercisable | 210,313 |
Expiration Date | Dec. 27, 2019 |
PIPE Investor Warrants [Member] | |
Issue Date | Dec. 27, 2016 |
Warrants Outstanding | 5,157,828 |
Exercise Price | $ / shares | $ 1.79 |
Warrants Exercisable | 5,157,828 |
Expiration Date | Dec. 27, 2019 |
Lender Warrants One [Member] | |
Issue Date | Jul. 19, 2017 |
Warrants Outstanding | 615,386 |
Exercise Price | $ / shares | $ 2.08 |
Warrants Exercisable | 615,386 |
Expiration Date | Jul. 19, 2024 |
Stockholders' Equity and Stoc60
Stockholders' Equity and Stock-based Compensation - Schedule of Stock Based Compensation Granted to Employees Directors Consultants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock based compensation related to equity instruments granted to related parties | $ 648 | $ 879 | $ 2,265 | $ 3,104 |
Employees [Member] | Selling and Marketing [Member] | ||||
Stock based compensation related to equity instruments granted to related parties | 117 | 102 | 393 | 348 |
Employees [Member] | General and Administrative [Member] | ||||
Stock based compensation related to equity instruments granted to related parties | 81 | 600 | 1,657 | 2,465 |
Directors [Member] | General and Administrative [Member] | ||||
Stock based compensation related to equity instruments granted to related parties | 50 | 62 | 155 | 176 |
Consultants [Member] | Selling and Marketing [Member] | ||||
Stock based compensation related to equity instruments granted to related parties | 60 | |||
Consultants [Member] | General and Administrative [Member] | ||||
Stock based compensation related to equity instruments granted to related parties | $ 115 | $ 115 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Asset purchase, license and commission expense | $ 92 | $ 91 | $ 361 | $ 452 | |
Klarity License Agreement [Member] | Richard L. Lindstrom, M.D [Member] | |||||
Royalty payment description | the Company is required to make royalty payments to Dr. Lindstrom ranging from 3% to 6% of net sales, dependent upon the final formulation of the Klarity Product sold. | ||||
License Agreement [Member] | Richard L. Lindstrom, M.D [Member] | Initial Payment [Member] | |||||
Royalty payments | $ 50 | ||||
License Agreement [Member] | Richard L. Lindstrom, M.D [Member] | Second Payment [Member] | |||||
Royalty payments | 50 | ||||
Net sales | 50 | ||||
License Agreement [Member] | Richard L. Lindstrom, M.D [Member] | Final Payment [Member] | |||||
Royalty payments | 50 | ||||
Net sales | $ 100 | $ 0 | 50 | ||
License Agreement [Member] | Richard L. Lindstrom, M.D [Member] | Final Payment [Member] | Next Twelve Month [Member] | |||||
Net sales | 120 | ||||
Plens Agreement [Member] | |||||
Commission payments, percentage | 10.00% | ||||
Plens Agreement [Member] | Initial Payment [Member] | Precision Lens [Member] | |||||
Net sales | $ 1,500 | ||||
Plens Agreement [Member] | Periodic Milestone Payments One [Member] | Precision Lens [Member] | |||||
Net sales | $ 5,000 | ||||
Number of shares issued during the period | 10,000 | ||||
Plens Agreement [Member] | Periodic Milestone Payments Two [Member] | Precision Lens [Member] | |||||
Net sales | $ 5,000 | ||||
Number of shares issued during the period | 15,000 | ||||
Plens Agreement [Member] | Periodic Milestone Payments Three [Member] | Precision Lens [Member] | |||||
Net sales | $ 10,000 | ||||
Number of shares issued during the period | 15,000 | ||||
Plens Agreement [Member] | Periodic Milestone Payments Four [Member] | Precision Lens [Member] | |||||
Net sales | $ 15,000 | ||||
Number of shares issued during the period | 15,000 | ||||
Plens Agreement [Member] | Periodic Milestone Payments Five [Member] | Precision Lens [Member] | |||||
Net sales | $ 20,000 | 0 | |||
Number of shares issued during the period | 15,000 | ||||
SightLife Agreement [Member] | |||||
Commission payments, percentage | 10.00% | ||||
SightLife Agreement [Member] | Periodic Milestone Payments One [Member] | DED Products [Member] | |||||
Net sales | $ 2,000 | ||||
Number of shares issued during the period | 5,000 | ||||
SightLife Agreement [Member] | Periodic Milestone Payments Two [Member] | DED Products [Member] | |||||
Net sales | $ 2,500 | ||||
Number of shares issued during the period | 7,500 | ||||
SightLife Agreement [Member] | Periodic Milestone Payments Three [Member] | DED Products [Member] | |||||
Net sales | $ 5,000 | ||||
Number of shares issued during the period | 7,500 | ||||
SightLife Agreement [Member] | Periodic Milestone Payments Four [Member] | DED Products [Member] | |||||
Net sales | $ 7,500 | ||||
Number of shares issued during the period | 7,500 | ||||
SightLife Agreement [Member] | Periodic Milestone Payments Five [Member] | DED Products [Member] | |||||
Net sales | $ 10,000 | $ 0 | |||
Number of shares issued during the period | 7,500 |
Segment Information and Conce62
Segment Information and Concentrations (Details Narrative) - Segment | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | ||||
Number of reportable segment | 1 | |||
Maximum percentage of sales derived from single customer | 10.00% | 10.00% | 10.00% | 10.00% |
Percentage of drug and chemical purchases from three main suppliers | 72.00% | 76.00% | 70.00% | 72.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Oct. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Proceeds from common stock | $ 162 | $ 195 | |
Subsequent Event [Member] | |||
Number of common stock sold | 373,528 | ||
Proceeds from common stock | $ 814 |