Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 07, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Imprimis Pharmaceuticals, Inc. | ||
Entity Central Index Key | 1,360,214 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 59,000,000 | ||
Entity Common Stock, Shares Outstanding | 20,777,629 | ||
Trading Symbol | IMMY | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 4,019 | $ 8,853 |
Restricted cash and short-term investments | 200 | 200 |
Accounts receivable, net | 1,529 | 2,921 |
Inventories | 2,249 | 1,841 |
Prepaid expenses and other current assets | 714 | 938 |
Note receivable, current portion | 95 | |
Total current assets | 8,806 | 14,753 |
Property, plant and equipment, net | 6,215 | 7,295 |
Intangible assets, net | 2,860 | 2,972 |
Investment in Eton Pharmaceuticals | 3,507 | |
Note receivable, less current portion | 302 | |
Goodwill | 2,227 | 2,227 |
TOTAL ASSETS | 23,917 | 27,247 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,885 | 3,538 |
Accrued payroll and related liabilities | 1,209 | 1,638 |
Deferred revenue and customer deposits | 29 | 91 |
Current portion of deferred acquisition obligation and accrued interest | 53 | 207 |
Current portion of note payable, net of unamortized debt discount | 3,973 | |
Current portion of capital lease obligations, net of unamortized discount | 598 | 458 |
Total current liabilities | 5,774 | 9,905 |
Capital lease obligations, net of current portion and unamortized discount | 720 | 1,318 |
Deferred acquisition obligation, net of current portion | 52 | |
Accrued expenses, net of current portion | 800 | 667 |
Deferred tax liability | 936 | |
Note payable and paid-in-kind interest, net of unamortized debt discount and current portion | 14,008 | 7,937 |
TOTAL LIABILITIES | 21,302 | 20,815 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2017 and 2016 | ||
Common stock, $0.001 par value, 90,000,000 shares authorized, 20,623,129 and 18,627,915 shares issued and outstanding at December 31, 2017 and 2016, respectively | 21 | 19 |
Additional paid-in capital | 91,430 | 83,264 |
Accumulated deficit | (88,836) | (76,851) |
TOTAL STOCKHOLDERS' EQUITY | 2,615 | 6,432 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 23,917 | $ 27,247 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 20,623,129 | 18,627,915 |
Common stock, shares outstanding | 20,623,129 | 18,627,915 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Sales, net | $ 26,684 | $ 19,927 |
License revenues | 90 | 15 |
Total revenues | 26,774 | 19,942 |
Cost of sales | (13,505) | (9,831) |
Gross profit | 13,269 | 10,111 |
Operating expenses: | ||
Selling and marketing | 7,059 | 7,382 |
General and administrative | 17,960 | 17,569 |
Research and development | 413 | 739 |
Impairment of long-lived assets | 303 | |
Total operating expenses | 25,432 | 25,993 |
Loss from operations | (12,163) | (15,882) |
Other income (expense): | ||
Interest expense, net | (3,026) | (2,774) |
Early extinguishment of debt | (884) | (1,966) |
Change in fair value of derivative liabilities | (113) | |
Investment loss from Eton Pharmaceuticals | (2,218) | |
Gain on deconsolidation of Eton Pharmaceuticals | 5,725 | |
Loss on sale and disposal of assets | (354) | |
Other income, net | 1,537 | |
Total other expense, net | (757) | (3,316) |
Loss before income taxes | (12,920) | (19,198) |
Income tax benefit | 935 | 111 |
Net loss | $ (11,985) | $ (19,087) |
Basic and diluted net loss per share of common stock | $ 0.60 | $ (1.50) |
Weighted average number of shares of common stock outstanding, basic and diluted | 20,027,712 | 12,743,184 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 10 | $ 56,369 | $ (57,764) | $ (1,385) |
Balance, share at Dec. 31, 2015 | 9,755,678 | |||
Exercise of stock options | 55 | 55 | ||
Exercise of stock options, shares | 15,000 | |||
Issuance of common stock upon vesting of RSUs, net of tax withholding | $ 1 | (144) | (143) | |
Issuance of common stock upon vesting of RSUs, net of tax withholding , shares | 132,367 | |||
Registered public offering sale of stock, net of offering costs | $ 3 | 11,085 | 11,088 | |
Registered public offering sale of stock, net of offering costs, shares | 3,335,000 | |||
Sale of stock, net of costs (ATM) | 212 | 212 | ||
Sale of stock, net of costs (ATM), shares | 57,042 | |||
Private placement, issuance of stock and warrants at $1.915 per unit, net of costs, in December 2016 | $ 5 | 9,212 | 9,217 | |
Private placement, issuance of stock and warrants at $1.915 per unit, net of costs, in December 2016, shares | 5,257,828 | |||
Stock-based payment for deferred acquisition obligation | 302 | 302 | ||
Stock-based payment for deferred acquisition obligation, shares | 75,000 | |||
Derivative liabilities in connection with convertible note and modification of warrants to purchase common stock issued in connection with note payable | 2,362 | 2,362 | ||
Derivative liabilities in connection with convertible note and modification of warrants to purchase common stock issued in connection with note payable, shares | ||||
Stock-based compensation expense | 3,811 | 3,811 | ||
Net loss | (19,087) | (19,087) | ||
Balance at Dec. 31, 2016 | $ 19 | 83,264 | (76,851) | 6,432 |
Balance, share at Dec. 31, 2016 | 18,627,915 | |||
Registered public offering sale of stock, net of offering costs | $ 1 | 2,939 | 2,940 | |
Registered public offering sale of stock, net of offering costs, shares | 1,312,500 | |||
Sale of stock, net of costs (ATM) | $ 1 | 1,123 | 1,124 | |
Sale of stock, net of costs (ATM), shares | 557,714 | |||
Stock-based compensation expense | 2,883 | 2,883 | ||
Exercise of warrants | 179 | 179 | ||
Exercise of warrants, shares | 100,000 | |||
Stock-based payment for services provided | 60 | 60 | ||
Stock-based payment for services provided, shares | 25,000 | |||
Relative fair value of warrants to purchase common stock issued in connection with note payable | 982 | 982 | ||
Net loss | (11,985) | (11,985) | ||
Balance at Dec. 31, 2017 | $ 21 | $ 91,430 | $ (88,836) | $ 2,615 |
Balance, share at Dec. 31, 2017 | 20,623,129 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 16, 2016 |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of stock and warrants price per share | $ 1.915 | $ 1.915 | $ 3.60 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (11,985) | $ (19,087) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property, plant and equipment | 1,401 | 1,055 |
Amortization of intangible assets | 364 | 351 |
Non-cash gain on contingent acquisition obligation | (83) | |
Deferred income taxes | (935) | (111) |
Amortization of debt issuance costs and discount | 978 | 970 |
Debt extinguishment | 884 | 1,966 |
Paid-in-kind interest added to principal of note payable | 203 | |
Gain on deconsolidation of Eton Pharmaceuticals | (5,725) | |
Investment loss from Eton Pharmaceuticals | 2,218 | |
Loss on sale and disposal of assets | 354 | |
Change in fair value of derivative liabilities | 113 | |
Impairment of long-lived assets | 303 | |
Stock-based compensation | 2,943 | 3,673 |
Issuance of warrant related to litigation settlement | 115 | |
Changes in assets and liabilities: | ||
Accounts receivable | 1,392 | (2,081) |
Inventories | (821) | (429) |
Prepaid expenses and other current assets | 274 | (152) |
Accounts payable and accrued expenses | 346 | 1,515 |
Accrued payroll and related liabilities | (429) | 438 |
Deferred revenue and customer deposits | (62) | 26 |
NET CASH USED IN OPERATING ACTIVITIES | (8,803) | (11,215) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds on sale of assets | 113 | |
Payments on Pharmacy Creations contingent acquisition obligation | (100) | |
Investment in restricted marketable securities | (50) | |
Investment in patent and trademark assets | (252) | (252) |
Purchase of Klarity license | (50) | |
Purchases of property, plant and equipment | (772) | (6,887) |
NET CASH USED IN INVESTING ACTIVITIES | (961) | (7,289) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on capital lease obligations | (626) | (267) |
Net proceeds from public equity offering | 2,940 | 11,088 |
Net proceeds from private placement equity offering | 9,217 | |
Payments on Park deferred acquisition obligation | (206) | (195) |
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 | 1,124 | 212 |
Net proceeds from exercise of warrants and stock options, net of taxes remitted for RSU's | 179 | (88) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,930 | 24,672 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (4,834) | 6,168 |
CASH AND CASH EQUIVALENTS, beginning of period | 8,853 | 2,685 |
CASH AND CASH EQUIVALENTS, end of period | 4,019 | 8,853 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 9 | 9 |
Cash paid for interest | 1,543 | 1,366 |
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 | |
Reduction in value of warrant in connection with debt extinguishment | 73 | |
Issuance of common stock 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 | 81 | |
Note receivable in connection with sale of assets | $ 410 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1. ORGANIZATION Imprimis Pharmaceuticals, Inc. (together with its subsidiaries, unless the context indicates or otherwise requires, the “Company” or “Imprimis”) is an ophthalmology-focused pharmaceutical company specialized in the development, production and sale of innovative medications that offer unique competitive advantages and serve unmet needs in the marketplace. The Company is committed to its mission of delivering high-quality novel medications to physicians and patients at affordable prices. Imprimis operates its business through several subsidiaries: ImprimisRx, a leading ophthalmology focused compounding business; Park Compounding, a custom compounding business focused on patient specific orders; and Surface Pharmaceuticals, Inc., an ocular surface disease-focused 505(b)(2) specialty pharmaceutical subsidiary. The Company also own a passive interest, with royalty stakes on certain drug candidates, in Eton Pharmaceuticals, Inc. (or “Eton”), a specialty pharmaceutical business utilizing the 505(b)(2) pathway, which Imprimis spun-out in 2017 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Imprimis has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management are, among others, allowance for doubtful accounts and contractual adjustments, realizability of inventories, valuation of deferred taxes, goodwill and intangible assets, recoverability of long-lived assets and goodwill, valuation of contingent acquisition obligations and deferred acquisition obligations, valuation of notes payable and derivative liabilities, and valuation of stock-based transactions with employees and non-employees. Actual results could differ from those estimates. Liquidity The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of $11,985 and $19,087 for the years ended December 31, 2017 and 2016, respectively, and had an accumulated deficit of $88,836 and $76,851 as of December 31, 2017 and 2016, respectively. In addition, the Company used cash in operating activities of $8,803 and $11,215 for the years ended December 31, 2017 and 2016, respectively. While there is no assurance, the Company believes its existing cash resources and restricted cash of approximately $4,219 at December 31, 2017, along with proceeds from the Sales Agreement (see Note 13) 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. 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. Cost of Sales Cost of sales includes direct and indirect costs to manufacture formulations and other products sold, including active pharmaceutical ingredients, personnel costs, packaging, storage, royalties (see Note 17), shipping and handling costs and the write-off of obsolete inventory. Research and Development The Company expenses all costs related to research and development as they are incurred. Research and development expenses consist of expenses incurred in performing research and development activities, including salaries and benefits, other overhead expenses, and costs related to clinical trials, contract services and outsourced contracts. Debt Issuance Costs and Debt Discount Debt issuance costs and the debt discount are recorded net of notes payable and capital lease obligations in the consolidated balance sheets. Amortization expense of debt issuance costs and the debt discount is calculated using the effective interest method over the term of the debt and is recorded in interest expense in the accompanying consolidated statements of operations. Intellectual Property The costs of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where we have identified an alternative future use for the acquired rights. Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain (see Goodwill and Intangible Assets). The Company began capitalizing certain costs associated with acquiring intellectual property rights during 2015, if costs are not capitalized they are expensed as incurred. Income Taxes As part of the process of preparing the Company’s consolidated financial statements, the Company must estimate the actual current tax liabilities and assess permanent and temporary differences that result from differing treatment of items for tax and accounting purposes. The temporary differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. The Company must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not more likely than not, a valuation allowance must be established which reduces the amount of deferred tax assets recorded on the consolidated balance sheets. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the consolidated statement of operations. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes”, or ASC 740. As of December 31, 2017, and 2016, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties in its consolidated balance sheets at December 31, 2017 and 2016, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2017 and 2016. The Company is subject to taxation in the United States, California and New Jersey. The Company’s tax years since 2000 may be subject to examination by the federal and state tax authorities due to the carryforward of unutilized net operating losses. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. Concentrations of Credit Risk The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits up to $250 per owner. At December 31, 2017, the Company had approximately $3,969 in cash deposits in excess of FDIC limits. Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts and contractual adjustments. The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Charges to bad debt are based on both historical write-offs and specifically identified receivables. Contractual adjustments are determined by the amount expected to be collected from third-party providers. Accounts receivable are presented net of allowances for doubtful accounts and contractual adjustments in the amount of $275 and $422 as of December 31, 2017 and 2016, respectively. Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. The Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. The Company establishes reserves for excess and obsolete inventories as required based on its analyses. 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 ASC 810-10-40-4(c), Consolidation The Company owns 3,500,000 common shares (approximately 27% issued and outstanding equity interest as of December 31, 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 year ended December 31, 2017, the Company recorded equity in net loss of Eton of $2,218. As of December 31, 2017, the carrying value of the Company’s investment in Eton was $3,507. Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset. Leasehold improvements and capital lease equipment are amortized over the estimated useful life or remaining lease term, whichever is shorter. Computer software and hardware and furniture and equipment are depreciated over three to five years. Business Combinations The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to: ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Goodwill and Intangible Assets Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain. At that time, the Company capitalizes third-party legal costs and filing fees associated with obtaining and prosecuting claims related to its patents and trademarks. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life, generally 20 years, using the straight-line method. Trademarks are an indefinite life intangible asset and are assessed for impairment based on future projected cash flows as further described below. The Company reviews its goodwill and indefinite-lived intangible assets for impairment as of January 1 of each year and when an event or a change in circumstances indicates the fair value of a reporting unit may be below its carrying amount. Events or changes in circumstances considered as impairment indicators include but are not limited to the following: ● significant underperformance of the Company’s business relative to expected operating results; ● significant adverse economic and industry trends; ● significant decline in the Company’s market capitalization for an extended period of time relative to net book value; and ● expectations that a reporting unit will be sold or otherwise disposed. The goodwill impairment test consists of a two-step process as follows: Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required. Step 2. If further analysis is required, the Company compares the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting unit’s goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess. Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. In September 2016, the Company decided to cease operations at its Texas facility, and began winding down the operations. Based on current projections regarding future cash flows of the Texas facility and the related subsidiary, the evaluation resulted in an impairment of $64 related to intangible assets and $239 related to goodwill, recorded to impairment of long-lived assets on the consolidated statements of operations during the year ended December 31, 2016. During the year ended December 31, 2017, the Company did not recognize any impairment of its long-lived assets (See Note 7). Third Party Billing and Collection Agreements In connection with its acquisition of Park, the Company entered into a billing and collection agreement with a third party to assist in the billing and collection of workers’ compensation claims. Under the terms of the agreement, the Company is obligated to pay a fixed fee to the third party equal to 55% of the amounts billed and collected under the workers’ compensation claims. The Company accrues for such fees in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Total billing and collection management expense under this agreement for the years ended December 31, 2017 and 2016 was $0 and $55, respectively, and is included in selling and marketing expenses in the accompanying consolidated statements of operations. The amount due under the agreement as of December 31, 2017 and 2016 was $41 and $73, respectively. Deferred Rent The Company accounts for rent expense related to its operating leases by determining total minimum rent payments on the leases over their respective periods and recognizing the rent expense on a straight-line basis. The difference between the actual amount paid and the amount recorded as rent expense in each fiscal year and interim periods within each fiscal year is recorded as an adjustment to deferred rent (see Note 10). Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: ● Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. ● Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. At December 31, 2017 and 2016, the Company did not have any financial assets or liabilities that are measured on a recurring basis. The Company’s financial instruments included cash and cash equivalents, restricted short-term investments, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred revenue and customer deposits, deferred acquisition obligations, notes payable and capital leases. The carrying amount of these financial instruments, except for deferred acquisition obligations, notes payable and capital leases, approximates fair value due to the short-term maturities of these instruments. The Company’s restricted short-term investments are carried at amortized cost, which approximates fair value. Based on borrowing rates currently available to the Company, the carrying values of the deferred acquisition obligations, notes payable and capital leases, approximate their respective fair values. Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features as either assets or liabilities in the consolidated balance sheets and are measured at fair value with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates the fair value of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair value. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. The Company generally uses the Black-Scholes-Merton option pricing model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. Estimating the fair value of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in fair value during a given financial quarter would result in the application of non-cash derivative income. Stock-Based Compensation All stock-based payments to employees, directors and consultants, including grants of stock options, warrants, restricted stock units (“RSUs”) and restricted stock, are recognized in the consolidated financial statements based upon their estimated fair values. The Company uses the Black-Scholes-Merton option pricing model and Monte Carlo Simulation to estimate the fair value of stock-based awards. The estimated fair value is determined at the date of 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. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows FASB guidance. As such, the value of the applicable stock-based compensation is periodically remeasured and income or expense is recognized during the vesting terms of the equity instruments. The measurement date for the estimated fair value of the equity instruments issued is the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the estimated fair value of the equity instrument is primarily recognized over the term of the consulting agreement. According to FASB guidance, an asset acquired in exchange for the issuance of fully vested, nonforfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the estimated fair value of nonforfeitable equity instruments issued for future consulting services as prepaid stock-based consulting expenses in its consolidated balance sheets. Basic and Diluted Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net 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 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 and “if converted” method) from deferred acquisition obligations, stock options, unvested RSUs, warrants and convertible notes were 9,980,454 and 9,162,259 at December 31, 2017 and 2016, respectively, and are excluded from the calculation of diluted net loss per share for all 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 these vested RSUs at December 31, 2017 and 2016 was 137,067 and 80,245, respectively, The following table shows the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2017 and 2016: For the Year Ended December 31, 2017 For the Year Ended December 30, 2016 Numerator – net loss $ (11,985 ) $ (19,087 ) Denominator – weighted average number of shares outstanding, basic and diluted 20,027,712 12,743,184 Net loss per share, basic and diluted $ (0.60 ) $ (1.50 ) Recently Adopted Accounting Pronouncements In March 2016, the 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 . The new standard will be effective for the Company beginning January 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company will adopt the standard using the modified retrospective method. The Company has completed an analysis of existing contracts with its customers and assessed the differences in accounting for such contracts under ASU 2014-09 compared with current revenue accounting standards. Based on its review of current customer contracts, the Company does not expect the implementation of ASU 2014-09 to have a material quantitative impact on its consolidated financial statements as the timing of revenue recognition for product sales is not expected to significantly change. In limited instances, the Company may recognize revenue earlier than under the current standard. Under certain licensing arrangements that the Company has considered, there may be times the Company may defer certain revenue where the price pursuant to the underlying customer arrangement is not fixed and determinable. Under the new standard, such customer arrangements will be accounted for as variable consideration, which may result in revenue being recognized earlier provided the Company can reliably estimate the ultimate price expected to be realized from the customer. In addition, the Company does not expect a material effect for any adjustments to retained earnings upon adoption of the standard on January 1, 2018. Adoption of the new standard will also result in additional revenue-related disclosures in the footnotes to the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases In August 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Classification Restricted Cash 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 | 12 Months Ended |
Dec. 31, 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 Pharmaceuticals, Inc. 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 six percent (6%) of net sales of the Eton Products while any patent rights remain outstanding and then three percent (3%) of net sales in the event patent claims are not issued. In addition, Eton is required to make certain milestone payments to the Company including payments of $50 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. Eton paid the Company $40 for services under the MSA. As of December 31, 2017, the Company was due $50 from Eton for amounts due related a milestone payment under the Eton Licenses Agreement for the issuance of certain patent rights, this amount is included in license revenues and other current assets on the accompanying consolidated financial statements. 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 December 31, 2017 Revenues, net $ - Loss from operations 8,036 Net loss $ (8,036 ) The unaudited condensed balance sheet information of Eton is summarized below (in thousands): At December 31, 2017 Current assets $ 13,440 Total assets 13,440 Current liabilities 764 Stockholders’ equity 12,676 Total liabilities and stockholders’ equity $ 13,440 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | NOTE 4. RESTRICTED CASH The restricted cash at December 31, 2017 and 2016 consisted of funds held in a money market account. At December 31, 2017 and 2016, the restricted cash was recorded at amortized cost, which approximates fair value. At December 31, 2017 and 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2017 and 2016 was as follows: December 31, 2017 December 31, 2016 Raw materials $ 956 $ 669 Finished goods 1,293 1,172 Total inventories $ 2,249 $ 1,841 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 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: December 31, 2017 December 31, 2016 Prepaid insurance $ 164 $ 315 Other prepaid expenses 426 517 Deposits and other current assets 124 106 Total prepaid expenses and other current assets $ 714 $ 938 |
Asset Sales and Note Receivable
Asset Sales and Note Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Asset Sales And Note Receivable - Schedule Of Assets Note Receivable Details | |
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 pursuant to a note bearing interest at 6% per annum (the “Sellers Note”). The Buyers are required to make forty-eight monthly cash payments to the Company of $10 following the closing, totaling $462; provided however, that the Buyer had the option to make a one-time payment of $365 any time prior to December 31, 2017, and the Company would have waive any remaining amounts due on the Sellers Note. The principal amount of the Sellers Note was also subject to post-closing adjustment through December 31, 2017, if certain criteria were met, however, that period ended and no adjustments were made. There was $400 due under the Sellers Note as of December 31, 2017, which has not yet been paid. At December 31, 2017, future minimum payments to the Company under its note receivable were as follows: Amount 2018 $ 135 2019 116 2020 116 2021 77 Total minimum note receivable, including interest 444 Less: amount representing interest income 47 Present value of future minimum note receivable 397 Less: current portion 95 Note receivable net of current portion $ 302 The Company recorded a loss of $69 during the year ended December 31, 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 year ended December 31, 2017. Assets sold during the year ended December 31, 2017 consisted of the following: December 31, 2017 Inventories $ 413 Furniture and equipment 226 639 Loss on asset sale (127 ) Assets sold $ 512 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 year ended December 31, 2017, which is included in the accompanying consolidated statements of operations. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 8. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2017 and 2016 consisted of the following: December 31, 2017 December 31, 2016 Property, plant and equipment, net; Computer software and hardware $ 1,239 $ 831 Furniture and equipment 377 424 Lab and pharmacy equipment 2,545 2,559 Leasehold improvements 4,810 4,836 8,971 8,650 Accumulated depreciation and amortization (2,756 ) (1,355 ) $ 6,215 $ 7,295 The Company recorded depreciation and amortization expense of $1,401 and $1,055 during the years ended December 31, 2017 and 2016, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 9. INTANGIBLE ASSETS AND GOODWILL The Company’s intangible assets at December 31, 2017 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Impairment Carrying value Patents 17-19 years $ 365 $ (21 ) $ - $ 344 Licenses 20 years 50 - - 50 Trademarks Indefinite 276 - - 276 Customer relationships 3-15 years 2,998 (813 ) (15 ) 2,170 Trade name 5 years 16 (9 ) (1 ) 6 Non-competition clause 3-4 years 294 (273 ) (20 ) 1 State pharmacy licenses 25 years 45 (4 ) (28 ) 13 $ 4,044 $ (1,120 ) $ (64 ) $ 2,860 Amortization expense for intangible assets for the year ended December 31 was as follows: For the For the Year Ended Year Ended December 31, 2017 December 31, 2016 Patents $ 15 $ 5 Customer relationships 257 255 Trade name 3 3 Non-competition clause 87 86 State pharmacy licenses 2 2 $ 364 $ 351 Estimated future amortization expense for the Company’s intangible assets at December 31, 2017 is as follows: Years ending December 31, 2018 $ 228 2019 225 2020 222 2021 222 2022 222 Thereafter 1,741 $ 2,860 The changes in the carrying value of the Company’s goodwill during the years ended December 31, 2017 and 2016 were as follows: Balance at January 1, 2016 $ 2,466 Impairment of ImprimisRx TX (239 ) Balance at December 31, 2016 $ 2,227 No changes - Balance at December 31, 2017 $ 2,227 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2017 and 2016 consisted of the following: December 31, 2017 December 31, 2016 Accounts payable $ 3,241 $ 2,999 Deferred rent 388 412 Accrued interest (see Note 11) 256 116 Accrued exit fee for notes payable (see Note 11) 800 667 Building lease liability - 11 Total accounts payable and accrued expenses 4,685 4,205 Less: Current portion (3,885 ) (3,538 ) Non-current total accrued expenses $ 800 $ 667 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11. DEBT LSAF Senior Note – 2015 On May 11, 2015, the Company entered into a loan and security agreement (the “Loan Agreement”) with IMMY Funding LLC, an affiliate of Life Sciences Alternative Funding LLC (the “LSAF”), as lender and collateral agent. Pursuant to the terms of the Loan Agreement, as amended in January 2016 and December 2016 (see further description of December 2016 amendment below), LSAF made available to the Company a term loan in the aggregate principal amount of up to $10,000, all of which was drawn on May 11, 2015. The term loan bore interest at a fixed per-annum rate of 12.5% and allowed for 2% of the interest to be paid-in-kind until December 2016. The Company was permitted to pay interest only until June 1, 2017. The Company was required to pay interest, plus repayments of the principal amount of the term loan, in 20 equal monthly installments. All amounts owed under the Loan Agreement, including a final fee of 5% of the aggregate principal amount of the term loan and prepayment fees of up to 1% of the principal balance were due on January 1, 2019. The Company incurred expenses of approximately $1,066 in connection with the Loan Agreement. The final fee and expenses were amortized as interest expense over the term of the debt using the interest method and the related liability of $667 for the final fee, as of December 31, 2016, is included in accrued expenses (see Note 10) in the accompanying consolidated balance sheets. In connection with the Loan Agreement, the Company issued to LSAF a warrant to purchase up to 125,000 shares of the Company’s common stock, which is exercisable immediately, has an exercise price of $7.85 per share upon issuance and has a term of 10 years. The relative fair value of the warrants was approximately $840 and was estimated using the Black-Scholes-Merton option pricing model with the following assumptions: fair value of the Company’s common stock at issuance of $7.97 per share; ten-year contractual term; 109% volatility; 0% dividend rate; and a risk-free interest rate of 1.25%. The relative fair value of the warrants was recorded as a debt discount, decreasing notes payable and increasing additional paid-in capital on the accompanying consolidated balance sheet. The debt discount is being amortized to interest expense over the term of the debt using the effective interest rate method. As described further, this warrant was amended in January 2016 and December 2016. Convertible Senior Note and Exchange Agreement – 2016 On January 22, 2016, the Company entered into a note purchase agreement (the “NPA”) with, and issued an 8.00% Convertible Senior Secured Note (“Convertible Note”) in the principal amount of $3,000 to LSAF. Pursuant to the terms of the NPA, on the date thereof, the Company issued the Convertible Note to LSAF and, as consideration therefor, LSAF paid the Company in cash the full principal amount of the Convertible Note. The Company incurred expenses of approximately $228 in connection with the Convertible Note and these expenses were recorded as a debt discount. The debt discount was being amortized as interest expense over the term of the debt using the effective interest rate method. Pursuant to the terms of the Convertible Note, the Company was obligated to pay interest on the principal amount of the Convertible Note monthly in cash at a fixed per-annum rate of 8.00%, and the Company was obligated to repay the full principal amount of the Convertible Note in cash on May 11, 2021. The Company was permitted to redeem the Convertible Note prior to its maturity at any time on or after March 1, 2018 for cash purchase prices equal to 109% - 105% of the outstanding principal amount of the Convertible Note, depending on the date of redemption. The Convertible Note was initially convertible by the holder at any time into shares of the Company’s common stock at an effective conversion price of approximately $5.90 and subject to anti-dilution adjustment upon the Company’s first equity financing while the Convertible Note is outstanding in which it receives gross proceeds of at least $3,000, if such equity financing is completed at a per share price that is less than the conversion rate of the Convertible Note, and also subject to adjustment upon stock combinations or splits, certain recapitalizations, stock or cash dividends or other distributions of property or equity rights. Additionally, in the event of certain change of control events affecting the Company, the Company may be required, at the option of LSAF, to repurchase the Convertible Note in cash for the greater of 105% of the outstanding principal amount of the Convertible Note or the value of the shares of common stock issuable upon conversion of the Convertible Note. The fair value of the conversion feature was $2,322 and was recorded as a debt discount, decreasing notes payable and increasing additional paid-in capital on the accompanying consolidated balance sheet (see also Note 13). The debt discount is being amortized to interest expense over the term of the debt using the effective interest method. In connection and concurrently with the execution of the NPA and the issuance of the Convertible Note, the Company and LSAF also entered into an amendment (the “Loan Agreement Amendment”) to the Loan Agreement (see above). The Loan Agreement Amendment modifies the terms of the Loan Agreement in order to eliminate the potential borrowing of a second term loan thereunder and to permit the Company to issue the Convertible Note. Additionally, the Company and LSAF entered into an amendment (the “Warrant Amendment”) to the warrants that were issued to LSAF in connection with the Loan Agreement. The Warrant Amendment modifies the terms of the warrants in order to reduce the exercise price thereof to $5.90 per share, which is consistent with the initial conversion rate of the Convertible Note, and to add an anti-dilution adjustment provision that is consistent with the same such provision in the Convertible Note. On March 16, 2016, upon the closing of the Offering (see Note 13) and pursuant to the anti-dilution adjustment provisions of the Convertible Note and the Warrant Amendment, the effective conversion price of the Convertible Note was adjusted to approximately $3.60, and the exercise price of the warrants was adjusted to $3.60 per share (see also Note 13 for further accounting discussion of the warrant exercise price and conversion provisions and related derivative liabilities). The warrant was amended again in December 2016, to adjust the exercise price to $1.79 per share, in connection with the Exchange Agreement (described below). On December 27, 2016, the Company entered into a third amendment (the “Amendment”) to the Loan Agreement with LSAF. Concurrently with entering into and related to the Amendment, the Company and LSAF also entered into an Exchange and Discharge Agreement (the “Exchange Agreement”). The Amendment and Exchange Agreement, among other things, primarily allowed for the Company and LSAF to exchange the Convertible Note for a $3,000 term loan (the “Term B Loan”). The Term B Loan was issued in exchange for, and not funded separately, cancellation and discharge of all indebtedness related to the Convertible Note. Terms, conditions and security interests of the Term B Loan are substantially equal to those of the Loan Agreement. The Amendment also amended certain terms and definitions associated with prepayment, payment schedule, amortization periods and defined the outstanding principal amounts due to LSAF under the Loan Agreement and Term B Loan, including any interest that has been paid in kind of the principal balance, in aggregate, as $13,332. In connection with the Exchange Agreement, during the year ended December 31, 2016, the Company recorded early extinguishment expense of $1,966 for remaining unamortized debt discounts related to the Convertible Note at the time of the Exchange Agreement. SWK Senior Note and LSAF Payoff – 2017 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 related loans (Loan Agreement and Term B Loan). In total, including previously made principal payments, the Company made payments of $13,999 to pay-off the LSAF related loans and expenses, 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 year ended December 31, 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 effective interest rate method and the related liability of $800 for the final fee is included in accrued expenses (see Note 10) in the accompanying consolidated balance sheet as of December 31, 2017. 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 $982 and was estimated using the Black-Scholes-Merton option pricing model with the following assumptions: fair value of the Company’s common stock at issuance of $2.08 per share; seven-year contractual term; 113.5% volatility; 0% dividend rate; and a risk-free interest rate of 1.77%. For the years ended December 31, 2017 and 2016, debt discount amortization related to notes payable were $811 and $970, respectively. Notes payable at December 31, 2017 were as follows: December 31, 2017 SWK note $ 16,000 Less: Discount on note (1,992 ) Less: Current portion - Long-term portion $ 14,008 Future minimum payments under notes payable outstanding at December 31, 2017 are as follows: Year Ending December 31, Amount 2018 $ 1,947 2019 3,657 2020 3,440 2021 3,214 2022 11,201 Total minimum payments 23,459 Less: amount representing interest (7,459 ) Notes payable, gross $ 16,000 |
Capital Lease Obligation
Capital Lease Obligation | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Capital Lease Obligation | NOTE 12. CAPITAL LEASE OBLIGATION On August 9, 2016, the Company entered into a commercial lease agreement (the “Lease Agreement”) with Essex Capital Corporation (“Essex”). Pursuant to the terms of the Lease Agreement, the Company sold certain equipment (the “Equipment”) to Essex for a total purchase price of approximately $2,000, which was then leased back to the Company under a thirty-six month term net basis lease with monthly payments of approximately $64. The fair value of equipment sold and then leased under the Lease Agreement totaled approximately $2,000. The lease term may be extended for an additional twelve month period in the event the Company achieves certain financial milestones. The Company has the right to purchase the Equipment from Essex upon the expiration of the Lease Agreement for a purchase price equal to the Equipment’s then fair market value, with such fair market value not to exceed fifteen percent of the original Equipment value on August 9, 2016. If the Equipment is not purchased at the end of the term, the Company may automatically extend the lease on a month-to-month basis or return the Equipment and terminate the Lease Agreement. The Company expects to purchase the Equipment at the end of the term of the lease and has accrued the final payment amount of $300. The Company also incurred expenses of approximately $67 in connection with the Lease Agreement. The issuance costs were recorded as a discount. The discount is being amortized as interest expense over the term of the lease using the effective interest method. The Company used an interest rate of 16.8% for calculation of the present value of the future minimum payments under the Lease Agreement. For the years ended December 31, 2017 and 2016, debt discount amortization related to the Lease Agreement was $167 and $90, respectively, and is included in interest expense in the accompanying consolidated statement of operations. At December 31, 2017, future payments under the Company’s capital lease were as follows: Amount 2018 $ 773 2019 751 Total minimum lease payments 1,524 Less: amount representing interest payments (96 ) Present value of future minimum lease payment 1,427 Less: unamortized discount (110 ) 1,317 Less: current portion, net of unamortized discount (598 ) Capital lease obligation net of current portion and unamortized discount $ 720 The value of the equipment under capital leases as of December 31, 2017 and 2016 was $2,070, with related accumulated depreciation of $444 and $293, respectively. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Stock-based Compensation | NOTE 13. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common Stock At December 31, 2017 and 2016, the Company had 90,000,000 shares of common stock, $0.001 par value, authorized. Issuances During the Year Ended December 31, 2016 In March 2016, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with National Securities Corporation and several other underwriters, under which the Company sold in a firm-commitment public offering (the “Offering”), 3,335,000 shares of the Company’s common stock at $3.60 per share. The Offering closed on March 16, 2016. The Company received net proceeds of $11,088, after deducting the underwriting discount and the offering expenses payable by the Company. In November 2015, the Company entered into a Controlled Equity Offering SM In May 2016, we issued 75,000 shares of the Company’s common stock, with a fair value of $302, as a contingent payment related to the acquisition of PC (see Note 17). In October 2016, the Company issued 16,076 shares of its common stock in connection with RSUs that had been awarded to a non-employee director and had vested, but were not issued and settled until the resignation of the director in September 2016. In December 2016, the Company issued 116,291 shares of its common stock to its CEO, Mark L. Baum, in connection with 200,000 RSUs that had vested in May 2016. The issuance of common stock was net of 83,709 shares of common stock withheld for payroll tax withholdings totaling $144. In December 2016, the Company entered into a securities purchase agreement with certain purchasers, which provided for the sale of 5,257,828 Units, with each Unit consisting of one share of common stock of the Company, and one warrant to purchase one share of common stock (the “Investor Warrants”), at a price of $1.915 per Unit for aggregate net proceeds of approximately $9,217 after deducting $852 in placement agent fees and offering expenses (the “PIPE Offering”). The Investor Warrants have an exercise price of $1.79 per share, are non-exercisable for the first six months and will expire three years from the date of issuance. The Company paid National Securities Corporation (the “Placement Agent”), in consideration for its services as placement agent for the PIPE Offering, a cash amount equal to 7.5% of the gross proceeds from the sale of the Units. The Company also issued to the Placement Agent a warrant (the “Agent Warrant”) to purchase up to 210,313 shares of the Company’s common stock. The Agent Warrant was issued on the same terms and conditions of the Investor Warrants. During the year ended December 31, 2016, the Company issued a total of 15,000 shares of common stock as a result of option exercises. The Company received $55 in cash proceeds for the issuance of the shares of common stock upon the exercise pursuant to exercise provisions of stock options to purchase 15,000 shares of common stock with exercise price of $3.68 per share. During the year ended December 31, 2017, 24,421 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. Issuances During the Year Ended December 31, 2017 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. The Company sold 557,714 shares of common stock and received net proceeds of $1,124, after deducting $35 for sales commission and offering expenses, under the Sales Agreement during the year ended December 31, 2017, leaving an aggregate of $8,040 available for future sales of shares thereunder as of December 31, 2017. During the year ended December 31, 2017, 56,822 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. Preferred Stock At December 31, 2017 and 2016, the Company had 5,000,000 shares of preferred stock, $0.001 par value, authorized and no shares of preferred stock issued and outstanding. 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 and 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 “Plan”). As of December 31, 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 Plan 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 Plan, 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 Plan is administered by the Compensation Committee of the Company’s Board of Directors. The Company had 1,997,500 shares available for future issuances under the 2017 Plan at December 31, 2017. Stock Options A summary of stock option activity under the Plan for the year ended December 31, 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 538,000 $ 2.37 Options exercised - $ - Options cancelled/forfeit (291,334 ) $ 4.45 Options outstanding - December 31, 2017 2,259,979 $ 5.51 6.11 $ 1 Options exercisable 989,664 $ 5.74 6.38 $ - Options vested and expected to vest 2,137,854 $ 5.51 6.12 $ 1 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 December 31, 2017, based on the closing price of the Company’s common stock of $1.70 on that date. During 2017 and 2016, the Company granted stock options to certain employees, directors and consultants. 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 ranging from five to 10 years. Vesting terms for options granted in 2017 and 2016 to employees and consultants 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; quarterly vesting over three years. 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 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 using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees: 2017 2016 Weighted-average fair value of options granted $ 2.04 $ 3.91 Expected terms (in years) 5.81 - 6.11 5.81 - 6.11 Expected volatility 112 - 117 % 101 - 112 % Risk-free interest rate 1.77 - 2.01 % 1.07 - 1.70 % Dividend yield - - The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to consultants: 2016 Weighted-average fair value of options granted $ 6.18 Expected terms (in years) 10 Expected volatility 109 % Risk-free interest rate 1.06 % Dividend yield - The following table summarizes information about stock options outstanding and exercisable at December 31, 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 $1.47 - $2.60 584,500 8.15 $ 2.18 197,997 $ 2.35 $3.20 - $4.50 539,906 7.94 $ 3.97 286,855 $ 3.99 $5.49 - $6.36 106,536 5.61 $ 5.95 103,092 $ 5.97 $6.64 - $8.99 1,024,007 4.05 $ 7.98 396,690 $ 8.18 $42.80 5,030 2.62 $ 42.80 5,030 $ 42.80 $1.47 - $42.80 2,259,979 6.11 $ 5.51 989,664 $ 5.74 As of December 31, 2017, there was approximately $4,103 of total unrecognized compensation expense related to unvested stock options granted under the Plan. That expense is expected to be recognized over the weighted-average remaining vesting period of 2.5 years. The stock-based compensation for all stock options was $1,672 and $2,159 during the years ended December 31, 2017 and 2016, 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. Grants During the Year Ended December 31, 2016 In April 2016, the Company granted performance-based RSU awards to its CEO, Mark L. Baum, of up to 1,050,000 performance stock units and to its CFO, Andrew R. Boll, of up to 157,500 performance stock units. The performance stock units will vest on the fifth anniversary of the grant date, subject to Mr. Baum’s and Mr. Boll’s continued employment with the Company, respectively, and may vest earlier if the Company achieves and maintains certain stock price targets during the five-year period following the grant date or upon a change in control if the performance-based equity award is not assumed, continued or substituted for by the acquiring entity. The market-based accelerated vesting criteria are broken into five equal tranches and require that the Company achieve and maintain certain stock price targets ranging from $9 per share to $15 per share during the five-year period following the grant date. These market-based accelerated vesting conditions and share amounts (in aggregate) are set forth below: Tranche Number of shares Target share price Tranche 1 230,000 shares $9.00 or greater Tranche 2 230,000 shares $10.00 or greater Tranche 3 230,000 shares $12.00 or greater Tranche 4 230,000 shares $14.00 or greater Tranche 5 287,500 shares $15.00 or greater For each respective tranche to vest the following conditions must be met: (i) the Company’s common stock must have an official closing price at or above the target share price for the respective tranche (each such date, a “Trigger Date”); (ii) during the period that includes the Trigger Date and the immediately following 19 trading days (the “Measurement Period”), the arithmetic mean of the 20 closing prices of the Company’s common stock during the Measurement Period must be at or above the target share price for such tranche; and (iii) with certain limited exceptions, the executive must be in service with the Company through the date of vesting. Concurrent with the issuance of the performance-based restricted stock unit awards, Mr. Baum agreed to forfeit 1,050,000 RSUs subject to performance-based vesting granted to him in May 2013 and Mr. Boll agreed to forfeit the Boll Performance Equity Award granted to him in February 2015. As a result, the issuance of the performance-based RSUs awarded in April 2016 have been treated as modifications of the RSUs granted to Mr. Baum in May 2013 and Mr. Boll in February 2015 for accounting purposes. The Company used a lattice binomial model to estimate a derived service period of 33 months related to the performance-based vesting grants and used the following assumptions: 2016 Market price $ 3.98 Contractual terms (in years) 5.00 Expected volatility 102 % Risk-free interest rate 1.04 % Dividend yield - During the year ended December 31, 2016, the Company granted an aggregate of 63,450 RSUs to its non-employee directors valued at $250. These RSUs vest in equal quarterly installments over a one-year period subject to the director’s continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns. Grants During the Year Ended December 31, 2017 During the year ended December 31, 2017, the Company granted an aggregate of 62,892 RSUs to its non-employee directors valued at $200. These RSUs vest in equal quarterly installments over a one-year period subject to the director’s continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns. A summary of the Company’s RSU activity and related information for the year ended December 31, 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 (56,822 ) $ 3.94 RSUs cancelled/forfeit - RSUs unvested at December 31, 2017 1,298,946 $ 2.42 As of December 31, 2017, the total unrecognized compensation expense related to unvested RSUs was approximately $1,326 which is expected to be recognized over a weighted-average period of 0.9 years, based on estimated vesting schedules. The stock-based compensation for RSUs was $1,211 and $1,539 during the years ended December 31, 2017 and 2016, respectively. The Company recorded stock-based compensation (including issuance of common stock for services and accrual for stock-based compensation) related to equity instruments granted to employees, directors and consultants as follows: For the For the Year Ended Year Ended December 31, 2017 December 31, 2016 Employees - selling and marketing $ 449 $ 498 Employees - general and administrative 2,229 2,954 Directors - general and administrative 205 221 Consultants - selling and marketing 60 - Other - general and administrative - 115 Total $ 2,943 $ 3,788 Warrants From time to time, the Company issues warrants to purchase shares of the Company’s common stock to investors, lenders (see Note 11), underwriters and other non-employees for services rendered or to be rendered in the future. A summary of warrant activity during the year ended December 31, 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 - December 31, 2017 6,264,215 $ 1.93 Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2017 2.52 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 warrants granted during the year ended December 31, 2016 related to settlement agreements: 2016 Weighted-average fair value of warrants granted 2.88 Expected terms (in years) 5 Expected volatility 106 % Risk-free interest rate 0.79 % Dividend yield - 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 warrants granted during the year ended December 31, 2017 related to loan agreements: 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 - All warrants outstanding as of December 31, 2017 are 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 11) 7/19/2017 615,386 $ 2.08 615,386 7/19/2024 6,264,215 $ 1.93 6,264,215 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | NOTE 14. DERIVATIVE INSTRUMENTS During the year ended December 31, 2016, the Company modified certain common stock purchase warrants issued in conjunction with debt which are detachable, or free standing, instruments. The warrants were considered a derivative liability upon modification and the estimated fair value of the warrants was reclassified from equity to liabilities. In addition, the Company recorded a derivative liability and debt discount associated with the estimated fair value of the embedded conversion feature in the Convertible Note (see Note 11). Both instruments contained a provision which allowed for one-time adjustments to their exercise or conversion prices. The one-time adjustment occurred upon the closing of the Company’s underwritten public offering of its common stock (see Note 13), on March 16, 2016, whereby the conversion and exercise prices were adjusted from $5.90 to $3.60 per share. At the time of the one-time adjustment, the Company reclassified the derivative liabilities to equity based on their then estimated fair value at that time. The Company estimated the fair value of the derivative liabilities utilizing Level 3 inputs. The Company used the Black-Scholes-Merton option pricing model as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk-free rates) necessary to value these instruments. 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 derivative liabilities: 2016 Expected volatility 103 - 111 % Risk-free interest rate 1.22 - 1.70 % Dividend yield - The Company estimated the expected terms based on the remaining contractual life of the instruments on the date of the fair value measurement. The warrant expires on May 11, 2025 and the convertible note had an original maturity date of May 11, 2021. The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs: December 31, 2016 Warrant derivative liability: Balance at January 1, 2016 $ - Modification of warrant and reclassification from equity to liabilities 675 Change in fair value (211 ) Reclassification from liabilities to equity upon closing of public equity offering (464 ) Balance at December 31, 2016 $ - Embedded conversion feature derivative liability: Balance at January 1, 2016 $ - Embedded conversion feature in Convertible Note issued 2,322 Change in fair value 324 Reclassification from liabilities to equity upon closing of public equity offering (2,646 ) Balance at December 31, 2016 $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The Company is subject to taxation in the United States, California, New Jersey, Texas and Pennsylvania. The provision for income taxes for the years ended December 31, 2017 and 2016 are summarized below: December 31, 2017 December 31, 2016 Current: Federal $ - $ - State 5 8 Total current $ 5 $ 8 Deferred: Federal $ 6,474 $ (5,623 ) State (283 ) (1,713 ) Change in valuation allowance (7,126 ) 7,225 Total deferred (935 ) (111 ) Income tax provision (benefit) $ (930 ) $ (103 ) Income tax expense for the years ended December 31, 2017 and 2016, are recorded in the general and administrative expenses line item in the accompanying consolidated statements of operations. A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows: December 31, 2017 December 31, 2016 U.S. federal statutory tax rate 35.00 % 35.00 % Benefit of lower tax brackets (1.00 )% (1.00 )% State tax benefit, net 1.60 % 0.08 % Research and development credits 0.00 % 0.00 % Employee stock based compensation (0.84 )% (1.47 )% Loss on debt conversion (2.39 )% 0.00 % Capitalization of Subsidiary 0.00 % 0.00 % Change in Rate (62.97 )% 0.00 % Other 3.04 % (0.18 )% Valuation allowance 34.82 % (31.89 )% Effective income tax rate 7.26 % 0.54 % Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31, 2017 December 31, 2016 Deferred tax assets (liabilities): NOL’s $ 17,405 $ 21,555 Depreciation and amortization 58 199 Other 351 398 Research & development credits 596 556 Deferred stock compensation 2,534 3,875 Basis Difference in Eton (985 ) - Park stock purchase identifiable intangibles (501 ) (936 ) Unrealized gain or loss on investments - - Total deferred tax assets, net 19,458 25,647 Valuation allowance (19,458 ) (26,583 ) Net deferred tax liabilities $ - $ (936 ) Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by approximately $7.1 and increased by approximately $7.2 during 2017 and 2016, respectively. As of December 31, 2017, the Company had net operating loss carryforwards for federal income tax purposes of approximately $62,899 and federal research and development tax credits of approximately $354. Under new tax law, federal NOLs can be carried forward indefinitely for losses incurred after December 31, 2017. Losses incurred prior to the effective date are still subject to the 20 year carryforward. The federal research credits will expire beginning in the year 2026. As of December 31, 2017, the Company had net operating loss carryforwards for state income tax purposes of approximately $59,215 which expire beginning in the year 2017 and state research and development tax credits of approximately $305 which do not expire. In March 2016, the FASB issued ASU 2016-09, Improvement to Employee Share – Based Payment Accounting Utilization of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses ad credits before their utilization. In June 2006, the FASB issued interpretation ASC 740-10-50, Accounting for Uncertainty in Income Tax Accounting for Income Taxes The Company did not have any unrecognized tax benefits as of December 31, 2017 and 2016, all of which is offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. There was no interest or penalties accrued at the adoption date and at December 31, 2016. A reconciliation of the change in the UTB balance from January 1, 2017 to December 31, 2017 is as follows: Fed & State Tax Balance at January 1, 2017 $ - Additions for tax positions related to current year - Additions/(reductions) for tax positions related to prior years $ - Balance at December 31, 2017 $ - Total unrecognized tax benefits as of December 31, 2017 $ - On December 27, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income the Company may have, the legislation affects the way the Company can use and carryforward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our consolidated balance sheet. Given the current deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the consolidated balance sheet. However, when the Company becomes profitable, it will receive a reduced benefit from such deferred tax assets. The effect of the legislation was a reduction in the deferred tax assets and the corresponding valuation allowance of approximately $8,059. |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Savings Plan | NOTE 16. EMPLOYEE SAVINGS PLAN The Company has established an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code, effective January 1, 2014. The plan allows participating employees to deposit into tax deferred investment accounts up to 100% of their salary, subject to annual limits. The Company makes certain matching contributions to the plan in amounts up to 4% of the participants’ annual cash compensation, subject to annual limits. The Company contributed approximately $288 and $248 to the plan during the years ended December 31, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17. COMMITMENTS AND CONTINGENCIES Contingent Acquisition Obligation On April 1, 2014, the Company acquired all of the outstanding membership interests of Pharmacy Creations, LLC (“PC”). The sellers of PC, were entitled to receive certain payments, including contingent consideration upon certain conditions. The estimated fair value of the contingent acquisition obligation was $483 and included in the contingent acquisition obligation in the accompanying balance sheet at December 31, 2015. During May 2016, the Company paid the sellers of PC $100 in cash and 75,000 shares of its common stock with a fair value of $302, as payment in full related to the contingent acquisition obligation. Related to the payment of the contingent acquisition obligation the Company recorded a gain of $81 during the year ended December 31, 2016, which is included in other income, net in the accompanying consolidated statement of operations. Operating Leases In May 2014, the Company entered into a lease agreement for 7,565 square feet of office space that commenced on September 1, 2014. In May 2017, the Company entered into an amended lease agreement, to lease an additional 2,635 square feet (10,200 square feet in total). Monthly rent following the amendment is $29, with a 3% increase in the base rent amount on an annual basis. The lease agreement allows for the monthly rent amount to be abated for two months at various times during the lease agreement and expires on December 31, 2021, and includes an option to extend the lease through December 31, 2027. In January 2015, the Company entered into a commercial lease agreement, for the lease to Park of approximately 4,500 square feet of laboratory and office space. The monthly rent amount is $10 and includes annual increases of approximately 3%. The current lease term expires on December 31, 2020 and includes 2 options that allow for the lease term to be extended 10 additional years beyond the stated expiration date. In February 2015, the Company entered into a lease agreement for approximately 8,600 square feet of laboratory, warehouse and office space in Ledgewood, New Jersey. The Company amended the lease agreement in July 2017, to add approximately 7,000 square feet of additional space. The lease term expires on July 31, 2022, and includes 2 options that allow for the lease term to be extended 10 additional years beyond the stated expiration date. The monthly rent amount is $15 and includes annual increases of approximately 3.75%, and the lease allowed for the first five months of rent amounts to be abated. Rent expense for the years ended December 31, 2017 and 2016 was $649 and $668, respectively. The following represents future annual minimum lease payments, as of December 31, 2017: 2018 $ 697 2019 697 2020 697 2021 571 2022 111 Total $ 2,773 Legal Urigen, et. al, Litigation On October 2014, the Company entered into a license agreement (the “Urigen License”) with Urigen Pharmaceuticals, Inc. (“Urigen”) for a license of certain U.S. patents and patent applications to develop and sell in the U.S. Urigen’s URG101 product, a heparin and alkalinized lidocaine compounded formulation for the prevention or treatment of disorders of the lower urinary tract. The Company, as the plaintiff, filed a civil action in the San Diego Superior Court against Urigen in December 2015, wherein the Company outlined serious concerns regarding material failures and inaccuracies of the representation and warranties provided by Urigen in the Urigen License, which have affected the Company’s ability to realize the expected benefit of the Urigen License. Urigen filed a cross-complaint in April 2016 for breach of contract asserting unpaid royalties totaling $698 and requesting a decree to cancel the Urigen Agreement. The Company filed another complaint in May 2016 with the U.S. District Court for the Southern District of California for declaratory judgment of the invalidity of the core patent filing related to Urigen’s URG 101. In June 2016, the Company received notice from Urigen of their election to terminate the Urigen License. In November 2016, the Company and Urigen entered into a settlement and mutual release agreement whereby all parties agreed to settle all disputes related to the Urigen License and associated litigation matters, the Company agreed to make a one-time payment to Urigen related to past sales of Urigen’s URG101 product and to cease selling the URG101 product over a certain period of time. During the year ended December 31, 2016, the Company recorded a gain related to the settlement with Urigen totaling $551 which is included in other income, net in the accompanying consolidated statement of operations. Corwin, Kammer, et. al. Litigation In February 2014, Robert Kammer (“Kammer”), the Company’s Chairman of the Board, filed a lawsuit in the San Diego Superior Court against Merlyn Corwin (“Corwin”) to enforce his contract rights related to a settlement agreement the parties had previously entered into involving shares of the Company’s common stock. Corwin filed an answer to the complaint in March 2014 and in June 2014 filed the first amended cross complaint adding the Company as a cross-defendant. In August 2014, Corwin filed a seconded amended cross complaint (the “SACC”) which added Mark Baum (“Baum”), the Company’s Chief Executive Officer, and an individual who previously provided consulting services to the Company as additional cross-defendants. The SACC alleged numerous causes of action including securities fraud, concealment, misrepresentations, inducement of misrepresentations, rescission – undue influence, intentional infliction of emotional distress and declaratory relief of invalidity of the settlement agreement. In September 2014, the Company and Baum filed an anti-strategic lawsuit against public participation motion (“Anti-SLAPP”), arguing all allegations in the SACC were based on protected activity under the litigation privilege. Kammer also filed an Anti-SLAPP motion in October 2014. In November 2014, the Company, Baum and Kammer were granted both Anti-SLAPP motions, with the ruling judge deciding that the parties successfully demonstrated that the allegations arose from activity protected by the litigation privilege. The judge further found that the evidence Corwin relied upon in her arguments failed to demonstrate a probability that she could prevail on any of the claims. The court then ordered Corwin to pay the Company’s and Baum’s attorney fees and the case was dismissed. In May 2015, Corwin filed an appeal and in November 2015, the appellate court reversed the Anti-SLAPP decision of the trial court. In April 2016, the Company and Baum filed a demurrer to the SACC. The court ordered a ruling on the demurrer in June 2016, dismissing most of the causes of action against Baum and the Company, but leaving the claim for fraud by concealment and intentional infliction of emotional distress. In August 2016, all parties related to this litigation entered into a settlement and mutual release agreement, whereby all parties agreed to settle all disputes and release one another of any legal claims. The Company issued 40,000 at-the-money warrants (see Note 13) as part of the settlement consideration. The estimated fair value of the warrant (see Note 13) and associated legal expenses were recorded in general and administrative expenses during the year ended December 31, 2016 in the accompanying consolidated statement of operations. Dr. Sobol Litigation In December 2016, Louis L. Sobol, M.D. (“Sobol”) filed a lawsuit in the U.S. District Court for the Eastern District of Michigan, Southern Division against the Company, asserting claims on behalf of himself and an as-yet-uncertified class of consumers. The claims allege violations under the Telephone Consumer Protection Act, 47 U.S.C. § 227 via the Company’s alleged transmittal of advertisements to its clients via facsimile. The case is currently in the discovery phase, and the Company expects Dr. Sobol to likely request the court to certify the class at some point, possibly during 2018. The Company believes the claims are frivolous and have previously and will continue to dispute all claims against it and intends to vigorously defend these allegations. Allergan USA Litigation 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 violations under the federal Lanham Act and other state laws. In December, the Company filed counterclaims against Allergan alleging similar violations under the federal Lanham Act and other state laws and the case is currently in the beginning stages of discovery, with a trial date set for April 2019. The Company has previously and continues to dispute all claims against it and intends to vigorously defend these allegations. Spectrum Litigation In February 2018, the Company filed a complaint against Spectrum Laboratory Products, Inc., Spectrum Chemical Manufacturing Corp. and Spectrum Pharmacy Products, Inc. (collectively “Spectrum”) in the Los Angeles County Superior Court asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, violation of California Commercial Code Section 2101 and fraud. The claims stem from prior business dealings between the Company and Spectrum and allege false representation by Spectrum regarding their products, fraudulent labeling and misrepresentations of approved product usages. The complaint has been filed with the Court and to date, Spectrum has provided the Company no response nor filed any answer with the Court. We intend to fully purse any and all legal remedies available to us against Spectrum. 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, employment, 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. During the year ended December 31, 2017, the Company estimated and accrued costs totaling $450 related to expected settlement costs for litigation matters, which is recorded in accounts payable and accrued expenses in the consolidated balance sheets. 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 consolidated balance sheets. Insurance Claims In June 2016, the Company’s Texas based facility was damaged related to a malfunction with the property’s sprinkler system. The Company commenced restoration efforts and filed claims for damages under its insurance policies, including claims related to business interruption. During the year ended December 31, 2016, the Company recorded the insurance claim of $861 in other income, net in the accompanying consolidated statement of operations which reflected amounts paid by its insurance carrier related to the claims filed for property damage and business interruption. 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 $50 in cash during the year ended December 31, 2017, and was due an additional $19 at December 31, 2017. 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. Sales and Marketing Agreements During 2017, the Company entered various sales and marketing agreements with certain organizations, to provide exclusive sales and marketing representation services to Imprimis in select geographies in the U.S., in connection with our ophthalmic compounded formulations. Under the terms of the sales and marketing agreements, the Company is required to make commission payments to equal to 10% - 14% of net sales for products above and beyond the initial existing sales amounts. In addition, the Company is required to make periodic milestone payments to certain organizations in shares of the Company’s restricted common stock if net sales in the assigned territory reach certain future levels by the end of their terms, as applicable. No stock based payments were made and $183 were incurred under these agreements for commission expenses during the year ended December 31, 2017. Asset Purchase, License and Related Agreements The Company has acquired and sourced intellectual property rights related to certain proprietary innovations from certain inventors and related parties (the “Inventors”) through multiple asset purchase agreements, license agreements, strategic agreements and commission agreements. In general, these agreements provide that the Inventors will cooperate with the Company in obtaining patent protection for the acquired intellectual property and that the Company will use commercially reasonable efforts to research, develop and commercialize a product based on the acquired intellectual property. In addition, the Company has acquired a right of first refusal on additional intellectual property and drug development opportunities presented by these Inventors. In consideration for the acquisition of the intellectual property rights, the Company is obligated to make payments to the Inventors based on the completion of certain milestones, generally consisting of: (1) a payment payable within 30 days after the issuance of the first patent in the United States arising from the acquired intellectual property (if any); (2) a payment payable within 30 days after the Company files the first investigational new drug application (“IND”) with the FDA for the first product arising from the acquired intellectual property (if any); (3) for certain of the Inventors, a payment payable within 30 days after the Company files the first new drug application with the FDA for the first product arising from the acquired intellectual property (if any); and (4) certain royalty payments based on the net receipts received by the Company in connection with the sale or licensing of any product based on the acquired intellectual property (if any), after deducting (among other things) the Company’s development costs associated with such product. If, following five years after the date of the applicable asset purchase agreement, the Company either (a) for certain of the Inventors, has not filed an IND or, for the remaining Inventors, has not initiated a study where data is derived, or (b) has failed to generate royalty payments to the Inventors for any product based on the acquired intellectual property, the Inventors may terminate the applicable asset purchase agreement and request that the Company re-assign the acquired technology to the Inventors. $108 and $3 were accrued in accounts payable and accrued expenses under these agreements for royalty expenses incurred during the years ended December 31, 2017 and 2016, respectively. |
Segment Information and Concent
Segment Information and Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information and Concentrations | NOTE 18. SEGMENT INFORMATION AND CONCENTRATIONS The Company operates the 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 and drug development. While the Company is described as having certain individual businesses, in general, those business operations often overlap, decisions and resources may be intermingled between components and discrete financial information about the businesses, on an individual basis, is not available. 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 United States; therefore, total revenues for 2017 and 2016 are attributed to the United States. All long-lived assets at December 31, 2017 and 2016 are located in the United States. The Company sells its compounded formulations to a large number of customers. No single customer contributed 10% or more of the Company’s total pharmacy sales in the years ended December 31, 2017 and 2016. The Company receives its active pharmaceutical ingredients from three main suppliers during the years ended December 31, 2017 and 2016. These suppliers collectively accounted for 68% and 69% of drug and chemical purchases during the years ended December 31, 2017 and 2016, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19. SUBSEQUENT EVENTS The Company has performed an evaluation of events occurring subsequent to December 31, 2017 through the filing date of this Annual Report on Form 10-K (the “Annual Report”). Based on its evaluation, nothing other than the events described below needs to be disclosed. In January 2018, the Company sold 33,800 shares of common stock under the Sales Agreement and received net proceeds of $57, after deducting offering related expenses and commissions. In January 2018, the Company issued 25,273 shares of its restricted common stock, with a fair value of $44, in lieu of a cash payment for royalty expenses. Restricted stock units granted in February 2015 to Andrew R. Boll, the Company’s Chief Financial Officer, vested, and in February 2018, 30,000 shares the Company’s common stock were issued to Mr. Boll. Restricted stock units granted in February 2015 to John P. Saharek, the Company’s Chief Commercial Officer, vested, and in February 2018, 30,000 shares the Company’s common stock were issued to Mr. Saharek. In March 2018, the Company issued 35,427 shares of its restricted common stock, with a fair value of $64, in lieu of a cash payment for royalty expenses. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Imprimis has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management are, among others, allowance for doubtful accounts and contractual adjustments, realizability of inventories, valuation of deferred taxes, goodwill and intangible assets, recoverability of long-lived assets and goodwill, valuation of contingent acquisition obligations and deferred acquisition obligations, valuation of notes payable and derivative liabilities, and valuation of stock-based transactions with employees and non-employees. Actual results could differ from those estimates. |
Liquidity | Liquidity The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of $11,985 and $19,087 for the years ended December 31, 2017 and 2016, respectively, and had an accumulated deficit of $88,836 and $76,851 as of December 31, 2017 and 2016, respectively. In addition, the Company used cash in operating activities of $8,803 and $11,215 for the years ended December 31, 2017 and 2016, respectively. While there is no assurance, the Company believes its existing cash resources and restricted cash of approximately $4,219 at December 31, 2017, along with proceeds from the Sales Agreement (see Note 13) 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. 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. |
Cost of Sales | Cost of Sales Cost of sales includes direct and indirect costs to manufacture formulations and other products sold, including active pharmaceutical ingredients, personnel costs, packaging, storage, royalties (see Note 17), shipping and handling costs and the write-off of obsolete inventory. |
Research and Development | Research and Development The Company expenses all costs related to research and development as they are incurred. Research and development expenses consist of expenses incurred in performing research and development activities, including salaries and benefits, other overhead expenses, and costs related to clinical trials, contract services and outsourced contracts. |
Debt Issuance Costs and Debt Discount | Debt Issuance Costs and Debt Discount Debt issuance costs and the debt discount are recorded net of notes payable and capital lease obligations in the consolidated balance sheets. Amortization expense of debt issuance costs and the debt discount is calculated using the effective interest method over the term of the debt and is recorded in interest expense in the accompanying consolidated statements of operations. |
Intellectual Property | Intellectual Property The costs of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where we have identified an alternative future use for the acquired rights. Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain (see Goodwill and Intangible Assets). The Company began capitalizing certain costs associated with acquiring intellectual property rights during 2015, if costs are not capitalized they are expensed as incurred. |
Income Taxes | Income Taxes As part of the process of preparing the Company’s consolidated financial statements, the Company must estimate the actual current tax liabilities and assess permanent and temporary differences that result from differing treatment of items for tax and accounting purposes. The temporary differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. The Company must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not more likely than not, a valuation allowance must be established which reduces the amount of deferred tax assets recorded on the consolidated balance sheets. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the consolidated statement of operations. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes”, or ASC 740. As of December 31, 2017, and 2016, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties in its consolidated balance sheets at December 31, 2017 and 2016, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2017 and 2016. The Company is subject to taxation in the United States, California and New Jersey. The Company’s tax years since 2000 may be subject to examination by the federal and state tax authorities due to the carryforward of unutilized net operating losses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits up to $250 per owner. At December 31, 2017, the Company had approximately $3,969 in cash deposits in excess of FDIC limits. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts and contractual adjustments. The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Charges to bad debt are based on both historical write-offs and specifically identified receivables. Contractual adjustments are determined by the amount expected to be collected from third-party providers. Accounts receivable are presented net of allowances for doubtful accounts and contractual adjustments in the amount of $275 and $422 as of December 31, 2017 and 2016, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. The Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. The Company establishes reserves for excess and obsolete inventories as required based on its analyses. |
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 ASC 810-10-40-4(c), Consolidation The Company owns 3,500,000 common shares (approximately 27% issued and outstanding equity interest as of December 31, 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 year ended December 31, 2017, the Company recorded equity in net loss of Eton of $2,218. As of December 31, 2017, the carrying value of the Company’s investment in Eton was $3,507. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset. Leasehold improvements and capital lease equipment are amortized over the estimated useful life or remaining lease term, whichever is shorter. Computer software and hardware and furniture and equipment are depreciated over three to five years. |
Business Combinations | Business Combinations The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to: ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain. At that time, the Company capitalizes third-party legal costs and filing fees associated with obtaining and prosecuting claims related to its patents and trademarks. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life, generally 20 years, using the straight-line method. Trademarks are an indefinite life intangible asset and are assessed for impairment based on future projected cash flows as further described below. The Company reviews its goodwill and indefinite-lived intangible assets for impairment as of January 1 of each year and when an event or a change in circumstances indicates the fair value of a reporting unit may be below its carrying amount. Events or changes in circumstances considered as impairment indicators include but are not limited to the following: ● significant underperformance of the Company’s business relative to expected operating results; ● significant adverse economic and industry trends; ● significant decline in the Company’s market capitalization for an extended period of time relative to net book value; and ● expectations that a reporting unit will be sold or otherwise disposed. The goodwill impairment test consists of a two-step process as follows: Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required. Step 2. If further analysis is required, the Company compares the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting unit’s goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. In September 2016, the Company decided to cease operations at its Texas facility, and began winding down the operations. Based on current projections regarding future cash flows of the Texas facility and the related subsidiary, the evaluation resulted in an impairment of $64 related to intangible assets and $239 related to goodwill, recorded to impairment of long-lived assets on the consolidated statements of operations during the year ended December 31, 2016. During the year ended December 31, 2017, the Company did not recognize any impairment of its long-lived assets (See Note 7). |
Third Party Billing and Collection Agreements | Third Party Billing and Collection Agreements In connection with its acquisition of Park, the Company entered into a billing and collection agreement with a third party to assist in the billing and collection of workers’ compensation claims. Under the terms of the agreement, the Company is obligated to pay a fixed fee to the third party equal to 55% of the amounts billed and collected under the workers’ compensation claims. The Company accrues for such fees in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Total billing and collection management expense under this agreement for the years ended December 31, 2017 and 2016 was $0 and $55, respectively, and is included in selling and marketing expenses in the accompanying consolidated statements of operations. The amount due under the agreement as of December 31, 2017 and 2016 was $41 and $73, respectively. |
Deferred Rent | Deferred Rent The Company accounts for rent expense related to its operating leases by determining total minimum rent payments on the leases over their respective periods and recognizing the rent expense on a straight-line basis. The difference between the actual amount paid and the amount recorded as rent expense in each fiscal year and interim periods within each fiscal year is recorded as an adjustment to deferred rent (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels: ● Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. ● Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. At December 31, 2017 and 2016, the Company did not have any financial assets or liabilities that are measured on a recurring basis. The Company’s financial instruments included cash and cash equivalents, restricted short-term investments, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred revenue and customer deposits, deferred acquisition obligations, notes payable and capital leases. The carrying amount of these financial instruments, except for deferred acquisition obligations, notes payable and capital leases, approximates fair value due to the short-term maturities of these instruments. The Company’s restricted short-term investments are carried at amortized cost, which approximates fair value. Based on borrowing rates currently available to the Company, the carrying values of the deferred acquisition obligations, notes payable and capital leases, approximate their respective fair values. |
Derivative Instruments | Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features as either assets or liabilities in the consolidated balance sheets and are measured at fair value with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates the fair value of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair value. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. The Company generally uses the Black-Scholes-Merton option pricing model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. Estimating the fair value of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in fair value during a given financial quarter would result in the application of non-cash derivative income. |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments to employees, directors and consultants, including grants of stock options, warrants, restricted stock units (“RSUs”) and restricted stock, are recognized in the consolidated financial statements based upon their estimated fair values. The Company uses the Black-Scholes-Merton option pricing model and Monte Carlo Simulation to estimate the fair value of stock-based awards. The estimated fair value is determined at the date of 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. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows FASB guidance. As such, the value of the applicable stock-based compensation is periodically remeasured and income or expense is recognized during the vesting terms of the equity instruments. The measurement date for the estimated fair value of the equity instruments issued is the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the estimated fair value of the equity instrument is primarily recognized over the term of the consulting agreement. According to FASB guidance, an asset acquired in exchange for the issuance of fully vested, nonforfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the estimated fair value of nonforfeitable equity instruments issued for future consulting services as prepaid stock-based consulting expenses in its consolidated balance sheets. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net 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 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 and “if converted” method) from deferred acquisition obligations, stock options, unvested RSUs, warrants and convertible notes were 9,980,454 and 9,162,259 at December 31, 2017 and 2016, respectively, and are excluded from the calculation of diluted net loss per share for all 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 these vested RSUs at December 31, 2017 and 2016 was 137,067 and 80,245, respectively, The following table shows the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2017 and 2016: For the Year Ended December 31, 2017 For the Year Ended December 30, 2016 Numerator – net loss $ (11,985 ) $ (19,087 ) Denominator – weighted average number of shares outstanding, basic and diluted 20,027,712 12,743,184 Net loss per share, basic and diluted $ (0.60 ) $ (1.50 ) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the 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 . The new standard will be effective for the Company beginning January 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company will adopt the standard using the modified retrospective method. The Company has completed an analysis of existing contracts with its customers and assessed the differences in accounting for such contracts under ASU 2014-09 compared with current revenue accounting standards. Based on its review of current customer contracts, the Company does not expect the implementation of ASU 2014-09 to have a material quantitative impact on its consolidated financial statements as the timing of revenue recognition for product sales is not expected to significantly change. In limited instances, the Company may recognize revenue earlier than under the current standard. Under certain licensing arrangements that the Company has considered, there may be times the Company may defer certain revenue where the price pursuant to the underlying customer arrangement is not fixed and determinable. Under the new standard, such customer arrangements will be accounted for as variable consideration, which may result in revenue being recognized earlier provided the Company can reliably estimate the ultimate price expected to be realized from the customer. In addition, the Company does not expect a material effect for any adjustments to retained earnings upon adoption of the standard on January 1, 2018. Adoption of the new standard will also result in additional revenue-related disclosures in the footnotes to the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases In August 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Classification Restricted Cash 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 Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017 and 2016: For the Year Ended December 31, 2017 For the Year Ended December 30, 2016 Numerator – net loss $ (11,985 ) $ (19,087 ) Denominator – weighted average number of shares outstanding, basic and diluted 20,027,712 12,743,184 Net loss per share, basic and diluted $ (0.60 ) $ (1.50 ) |
Investment in Eton Pharmaceut29
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 Revenues, net $ - Loss from operations 8,036 Net loss $ (8,036 ) |
Schedule of Condensed Balance Sheet | The unaudited condensed balance sheet information of Eton is summarized below (in thousands): At December 31, 2017 Current assets $ 13,440 Total assets 13,440 Current liabilities 764 Stockholders’ equity 12,676 Total liabilities and stockholders’ equity $ 13,440 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The composition of inventories as of December 31, 2017 and 2016 was as follows: December 31, 2017 December 31, 2016 Raw materials $ 956 $ 669 Finished goods 1,293 1,172 Total inventories $ 2,249 $ 1,841 |
Prepaid Expenses and Other Cu31
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2017 December 31, 2016 Prepaid insurance $ 164 $ 315 Other prepaid expenses 426 517 Deposits and other current assets 124 106 Total prepaid expenses and other current assets $ 714 $ 938 |
Asset Sales and Note Receivab32
Asset Sales and Note Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Asset Sales And Note Receivable - Schedule Of Assets Note Receivable Details | |
Schedule of Future Minimum Payments to Note Receivable | At December 31, 2017, future minimum payments to the Company under its note receivable were as follows: Amount 2018 $ 135 2019 116 2020 116 2021 77 Total minimum note receivable, including interest 444 Less: amount representing interest income 47 Present value of future minimum note receivable 397 Less: current portion 95 Note receivable net of current portion $ 302 |
Schedule of Assets and Note Receivable | Assets sold during the year ended December 31, 2017 consisted of the following: December 31, 2017 Inventories $ 413 Furniture and equipment 226 639 Loss on asset sale (127 ) Assets sold $ 512 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment at December 31, 2017 and 2016 consisted of the following: December 31, 2017 December 31, 2016 Property, plant and equipment, net; Computer software and hardware $ 1,239 $ 831 Furniture and equipment 377 424 Lab and pharmacy equipment 2,545 2,559 Leasehold improvements 4,810 4,836 8,971 8,650 Accumulated depreciation and amortization (2,756 ) (1,355 ) $ 6,215 $ 7,295 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets at December 31, 2017 consisted of the following: Amortization periods Accumulated Net (in years) Cost amortization Impairment Carrying value Patents 17-19 years $ 365 $ (21 ) $ - $ 344 Licenses 20 years 50 - - 50 Trademarks Indefinite 276 - - 276 Customer relationships 3-15 years 2,998 (813 ) (15 ) 2,170 Trade name 5 years 16 (9 ) (1 ) 6 Non-competition clause 3-4 years 294 (273 ) (20 ) 1 State pharmacy licenses 25 years 45 (4 ) (28 ) 13 $ 4,044 $ (1,120 ) $ (64 ) $ 2,860 |
Schedule of Amortization Expenses for Intangible Assets | Amortization expense for intangible assets for the year ended December 31 was as follows: For the For the Year Ended Year Ended December 31, 2017 December 31, 2016 Patents $ 15 $ 5 Customer relationships 257 255 Trade name 3 3 Non-competition clause 87 86 State pharmacy licenses 2 2 $ 364 $ 351 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for the Company’s intangible assets at December 31, 2017 is as follows: Years ending December 31, 2018 $ 228 2019 225 2020 222 2021 222 2022 222 Thereafter 1,741 $ 2,860 |
Schedule of Goodwill | The changes in the carrying value of the Company’s goodwill during the years ended December 31, 2017 and 2016 were as follows: Balance at January 1, 2016 $ 2,466 Impairment of ImprimisRx TX (239 ) Balance at December 31, 2016 $ 2,227 No changes - Balance at December 31, 2017 $ 2,227 |
Accounts Payable and Accrued 35
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses at December 31, 2017 and 2016 consisted of the following: December 31, 2017 December 31, 2016 Accounts payable $ 3,241 $ 2,999 Deferred rent 388 412 Accrued interest (see Note 11) 256 116 Accrued exit fee for notes payable (see Note 11) 800 667 Building lease liability - 11 Total accounts payable and accrued expenses 4,685 4,205 Less: Current portion (3,885 ) (3,538 ) Non-current total accrued expenses $ 800 $ 667 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable at December 31, 2017 were as follows: December 31, 2017 SWK note $ 16,000 Less: Discount on note (1,992 ) Less: Current portion - Long-term portion $ 14,008 |
Summary of Future Minimum Payments | Future minimum payments under notes payable outstanding at December 31, 2017 are as follows: Year Ending December 31, Amount 2018 $ 1,947 2019 3,657 2020 3,440 2021 3,214 2022 11,201 Total minimum payments 23,459 Less: amount representing interest (7,459 ) Notes payable, gross $ 16,000 |
Capital Lease Obligation (Table
Capital Lease Obligation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Payment Under Capital Lease | At December 31, 2017, future payments under the Company’s capital lease were as follows: Amount 2018 $ 773 2019 751 Total minimum lease payments 1,524 Less: amount representing interest payments (96 ) Present value of future minimum lease payment 1,427 Less: unamortized discount (110 ) 1,317 Less: current portion, net of unamortized discount (598 ) Capital lease obligation net of current portion and unamortized discount $ 720 |
Stockholders' Equity and Stoc38
Stockholders' Equity and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Stock Option Plan Activity | A summary of stock option activity under the Plan for the year ended December 31, 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 538,000 $ 2.37 Options exercised - $ - Options cancelled/forfeit (291,334 ) $ 4.45 Options outstanding - December 31, 2017 2,259,979 $ 5.51 6.11 $ 1 Options exercisable 989,664 $ 5.74 6.38 $ - Options vested and expected to vest 2,137,854 $ 5.51 6.12 $ 1 |
Schedule of Fair Value Assumption | The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees: 2017 2016 Weighted-average fair value of options granted $ 2.04 $ 3.91 Expected terms (in years) 5.81 - 6.11 5.81 - 6.11 Expected volatility 112 - 117 % 101 - 112 % Risk-free interest rate 1.77 - 2.01 % 1.07 - 1.70 % Dividend yield - - The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to consultants: 2016 Weighted-average fair value of options granted $ 6.18 Expected terms (in years) 10 Expected volatility 109 % Risk-free interest rate 1.06 % Dividend yield - |
Schedule of Shares Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 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 $1.47 - $2.60 584,500 8.15 $ 2.18 197,997 $ 2.35 $3.20 - $4.50 539,906 7.94 $ 3.97 286,855 $ 3.99 $5.49 - $6.36 106,536 5.61 $ 5.95 103,092 $ 5.97 $6.64 - $8.99 1,024,007 4.05 $ 7.98 396,690 $ 8.18 $42.80 5,030 2.62 $ 42.80 5,030 $ 42.80 $1.47 - $42.80 2,259,979 6.11 $ 5.51 989,664 $ 5.74 |
Schedule of Market-based Vesting Conditions for Restricted Stock Units Granted | These market-based accelerated vesting conditions and share amounts (in aggregate) are set forth below: Tranche Number of shares Target share price Tranche 1 230,000 shares $9.00 or greater Tranche 2 230,000 shares $10.00 or greater Tranche 3 230,000 shares $12.00 or greater Tranche 4 230,000 shares $14.00 or greater Tranche 5 287,500 shares $15.00 or greater |
Schedule of Assumptions Used | The Company used a lattice binomial model to estimate a derived service period of 33 months related to the performance-based vesting grants and used the following assumptions: 2016 Market price $ 3.98 Contractual terms (in years) 5.00 Expected volatility 102 % Risk-free interest rate 1.04 % Dividend yield - |
Schedule of Restricted Stock Units Activity | A summary of the Company’s RSU activity and related information for the year ended December 31, 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 (56,822 ) $ 3.94 RSUs cancelled/forfeit - RSUs unvested at December 31, 2017 1,298,946 $ 2.42 |
Schedule of Stock Based Compensation Granted to Employees Directors Consultants | The Company recorded stock-based compensation (including issuance of common stock for services and accrual for stock-based compensation) related to equity instruments granted to employees, directors and consultants as follows: For the For the Year Ended Year Ended December 31, 2017 December 31, 2016 Employees - selling and marketing $ 449 $ 498 Employees - general and administrative 2,229 2,954 Directors - general and administrative 205 221 Consultants - selling and marketing 60 - Other - general and administrative - 115 Total $ 2,943 $ 3,788 |
Schedule of Warrants Activity | A summary of warrant activity during the year ended December 31, 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 - December 31, 2017 6,264,215 $ 1.93 Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2017 2.52 |
Schedule of Warrants Outstanding and Warrants Exercisable | All warrants outstanding as of December 31, 2017 are 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 11) 7/19/2017 615,386 $ 2.08 615,386 7/19/2024 6,264,215 $ 1.93 6,264,215 |
Warrants [Member] | |
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 warrants granted during the year ended December 31, 2016 related to settlement agreements: 2016 Weighted-average fair value of warrants granted 2.88 Expected terms (in years) 5 Expected volatility 106 % Risk-free interest rate 0.79 % Dividend yield - 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 warrants granted during the year ended December 31, 2017 related to loan agreements: 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 - |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | 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 derivative liabilities: 2016 Expected volatility 103 - 111 % Risk-free interest rate 1.22 - 1.70 % Dividend yield - |
Fair Value at Reconciliation of Measured Liabilities | The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs: December 31, 2016 Warrant derivative liability: Balance at January 1, 2016 $ - Modification of warrant and reclassification from equity to liabilities 675 Change in fair value (211 ) Reclassification from liabilities to equity upon closing of public equity offering (464 ) Balance at December 31, 2016 $ - Embedded conversion feature derivative liability: Balance at January 1, 2016 $ - Embedded conversion feature in Convertible Note issued 2,322 Change in fair value 324 Reclassification from liabilities to equity upon closing of public equity offering (2,646 ) Balance at December 31, 2016 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2017 and 2016 are summarized below: December 31, 2017 December 31, 2016 Current: Federal $ - $ - State 5 8 Total current $ 5 $ 8 Deferred: Federal $ 6,474 $ (5,623 ) State (283 ) (1,713 ) Change in valuation allowance (7,126 ) 7,225 Total deferred (935 ) (111 ) Income tax provision (benefit) $ (930 ) $ (103 ) |
Schedule of Income Tax Reconciliation | A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows: December 31, 2017 December 31, 2016 U.S. federal statutory tax rate 35.00 % 35.00 % Benefit of lower tax brackets (1.00 )% (1.00 )% State tax benefit, net 1.60 % 0.08 % Research and development credits 0.00 % 0.00 % Employee stock based compensation (0.84 )% (1.47 )% Loss on debt conversion (2.39 )% 0.00 % Capitalization of Subsidiary 0.00 % 0.00 % Change in Rate (62.97 )% 0.00 % Other 3.04 % (0.18 )% Valuation allowance 34.82 % (31.89 )% Effective income tax rate 7.26 % 0.54 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31, 2017 December 31, 2016 Deferred tax assets (liabilities): NOL’s $ 17,405 $ 21,555 Depreciation and amortization 58 199 Other 351 398 Research & development credits 596 556 Deferred stock compensation 2,534 3,875 Basis Difference in Eton (985 ) - Park stock purchase identifiable intangibles (501 ) (936 ) Unrealized gain or loss on investments - - Total deferred tax assets, net 19,458 25,647 Valuation allowance (19,458 ) (26,583 ) Net deferred tax liabilities $ - $ (936 ) |
Schedule of Change in Unrecognized Tax Benefits | A reconciliation of the change in the UTB balance from January 1, 2017 to December 31, 2017 is as follows: Fed & State Tax Balance at January 1, 2017 $ - Additions for tax positions related to current year - Additions/(reductions) for tax positions related to prior years $ - Balance at December 31, 2017 $ - Total unrecognized tax benefits as of December 31, 2017 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Payments Under Leases | The following represents future annual minimum lease payments, as of December 31, 2017: 2018 $ 697 2019 697 2020 697 2021 571 2022 111 Total $ 2,773 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ 11,985 | $ 19,087 | |
Accumulated deficit | $ 88,836 | 88,836 | 76,851 |
Net cash used in operating activities | 8,803 | 11,215 | |
Cash resources and restricted investments | 4,219 | 4,219 | |
Deposit coverage limits by FDIC, per owner | 250 | ||
Cash deposits in excess of FDIC limits | 3,969 | 3,969 | |
Accounts receivable, net of allowance for doubtful accounts | 275 | 275 | 422 |
Gain on deconsolidation of Eton Pharmaceuticals | 5,725 | ||
Equity in loss of Eton Pharmaceuticals | 2,218 | ||
Investment in Eton Pharmaceuticals, Inc. | 3,507 | $ 3,507 | |
Property plant and equipment useful life | 3 years | 5 years | |
Impairment of long-lived assets | $ 303 | ||
Restricted cash | 200 | $ 200 | $ 200 |
January 1, 2018 [Member] | |||
Right of use assets | 2,400 | 2,400 | |
Operating lease, liability | 3,000 | $ 3,000 | |
Restricted Stock Units [Member] | |||
Number of shares vested during the period | 137,067 | 80,245 | |
Deferred Acquisition Obligations, Convertible Note Payable, Stock Options, Unvested RSUs and Warrants [Member] | |||
Antidilutive securities | 9,980,454 | 9,162,259 | |
Billing and Collection Agreement [Member] | Third Party [Member] | |||
Percentage of billing and collection amount | 55.00% | ||
Billing and collection management expense | $ 0 | $ 55 | |
Due to related party | 41 | $ 41 | 73 |
Intangible Assets [Member] | |||
Impairment of long-lived assets | 64 | ||
Goodwill [Member] | |||
Impairment of long-lived assets | $ 239 | ||
Patents [Member] | |||
Patent estimated useful life | 20 years | ||
Eton Pharmaceuticals, Inc. [Member] | |||
Net loss | $ 8,036 | ||
Proceeds from wholly owned subsidiary | $ 18 | ||
Number of common stock shares owned | 3,500,000 | ||
Equity interest percentage | 27.00% | 27.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Basic Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Numerator - net loss | $ (11,985) | $ (19,087) |
Denominator - weighted average number of shares outstanding, basic and diluted | 20,027,712 | 12,743,184 |
Net income (loss) per share, basic and diluted | $ 0.60 | $ (1.50) |
Investment in Eton Pharmaceut44
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions (Details Narrative) - Eton Pharmaceuticals, Inc. [Member] - USD ($) $ in Thousands | May 02, 2017 | May 31, 2017 | Dec. 31, 2017 | Apr. 29, 2017 |
Due from related parties | $ 50 | |||
Ownership percentage | 27.00% | |||
Eton License Agreements [Member] | ||||
Royalty payment percentage on net sales | 6.00% | |||
Royalty payment percentage on net sales patent claims not issued | 3.00% | |||
Payment on issuances of patent | $ 50 | |||
Proceeds from sale of equity securities | $ 10,000 | |||
Management Services Agreement [Member] | ||||
Monthly payment | $ 10 | |||
Amount paid for services | $ 40 |
Investment in Eton Pharmaceut45
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions - Schedule of Condensed Income Statement (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss from operations | $ (12,163) | $ (15,882) | |
Net loss | $ (11,985) | $ (19,087) | |
Eton Pharmaceuticals, Inc. [Member] | |||
Revenues, net | |||
Loss from operations | 8,036 | ||
Net loss | $ (8,036) |
Investment in Eton Pharmaceut46
Investment in Eton Pharmaceuticals, Inc. and Agreements - Related Party Transactions - Schedule of Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | $ 8,806 | $ 14,753 | |
Total assets | 23,917 | 27,247 | |
Current liabilities | 5,774 | 9,905 | |
Stockholders' equity | 2,615 | 6,432 | $ (1,385) |
Total liabilities and stockholders' equity | 23,917 | $ 27,247 | |
Eton Pharmaceuticals, Inc. [Member] | |||
Current assets | 13,440 | ||
Total assets | 13,440 | ||
Current liabilities | 764 | ||
Stockholders' equity | 12,676 | ||
Total liabilities and stockholders' equity | $ 13,440 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 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 | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 956 | $ 669 |
Finished goods | 1,293 | 1,172 |
Total inventories | $ 2,249 | $ 1,841 |
Prepaid Expenses and Other Cu49
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 164 | $ 315 |
Other prepaid expenses | 426 | 517 |
Deposits and other current assets | 124 | 106 |
Total prepaid expenses and other current assets | $ 714 | $ 938 |
Asset Sales and Note Receivab50
Asset Sales and Note Receivable (Details Narrative) - USD ($) $ in Thousands | Jun. 27, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Loss on sale of assets | $ 354 | ||||
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 | ||||
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 Receivab51
Asset Sales and Note Receivable - Schedule of Future Minimum Payments to Note Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Asset Sales And Note Receivable - Schedule Of Assets Note Receivable Details | ||
2,018 | $ 135 | |
2,019 | 116 | |
2,020 | 116 | |
2,021 | 77 | |
Total minimum payments note receivable, including interest | 444 | |
Less: amount representing interest income | 47 | |
Present value of future minimum note receivable | 397 | |
Less: current portion | 95 | |
Note receivable net of current portion | $ 302 |
Asset Sales and Note Receivab52
Asset Sales and Note Receivable - Schedule of Assets Note Receivable (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Asset Sales And Note Receivable - Schedule Of Assets Note Receivable Details | |
Inventories | $ 413 |
Furniture and equipment | 226 |
Asset held for sale | 639 |
Loss on asset sale | (127) |
Assets sold | $ 512 |
Property, Plant and Equipment53
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of property, plant and equipment | $ 1,401 | $ 1,055 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Computer software and hardware | $ 1,239 | $ 831 |
Furniture and equipment | 377 | 424 |
Lab and pharmacy equipment | 2,545 | 2,559 |
Leasehold improvements | 4,810 | 4,836 |
Furniture and equipment, gross | 8,971 | 8,650 |
Accumulated depreciation and amortization | (2,756) | (1,355) |
Furniture and equipment, Net | $ 6,215 | $ 7,295 |
Intangible Assets and Goodwil55
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Cost | $ 4,044 |
Accumulated amortization | (1,120) |
Impairment | (64) |
Net Carrying value | $ 2,860 |
Patents [Member] | |
Amortization periods (in years) | 20 years |
Cost | $ 365 |
Accumulated amortization | (21) |
Impairment | |
Net Carrying value | $ 344 |
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 | $ 276 |
Accumulated amortization | |
Impairment | |
Net Carrying value | 276 |
Customer Relationships [Member] | |
Cost | 2,998 |
Accumulated amortization | (813) |
Impairment | (15) |
Net Carrying value | $ 2,170 |
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 | 6 |
Non-Competition Clause [Member] | |
Cost | 294 |
Accumulated amortization | (273) |
Impairment | (20) |
Net Carrying value | $ 1 |
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 | (4) |
Impairment | (28) |
Net Carrying value | $ 13 |
Intangible Assets and Goodwil56
Intangible Assets and Goodwill - Schedule of Amortization Expenses for Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of intangible assets | $ 364 | $ 351 |
Patents [Member] | ||
Amortization of intangible assets | 15 | 5 |
Customer Relationships [Member] | ||
Amortization of intangible assets | 257 | 255 |
Trade Name [Member] | ||
Amortization of intangible assets | 3 | 3 |
Non-Competition Clause [Member] | ||
Amortization of intangible assets | 87 | 86 |
State Pharmacy Licenses [Member] | ||
Amortization of intangible assets | $ 2 | $ 2 |
Intangible Assets and Goodwil57
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 228 | |
2,019 | 225 | |
2,020 | 222 | |
2,021 | 222 | |
2,022 | 222 | |
Thereafter | 1,741 | |
Intangible assets | $ 2,860 | $ 2,972 |
Intangible Assets and Goodwil58
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance beginning | $ 2,227 | $ 2,466 |
Impairment of ImprimisRx TX | (239) | |
Balance ending | $ 2,227 | $ 2,227 |
Accounts Payable and Accrued 59
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,241 | $ 2,999 |
Deferred rent | 388 | 412 |
Accrued interest (see Note 11) | 256 | 116 |
Accrued exit fee for note payable (see Note 11) | 800 | 667 |
Building lease liability | 11 | |
Total accounts payable and accrued expenses | 4,685 | 4,205 |
Less: current portion | (3,885) | (3,538) |
Non-current total accrued expenses | $ 800 | $ 667 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2016 | May 11, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 27, 2016 | Mar. 16, 2016 |
Principal amount of loan | $ 23,459 | |||||
Loan due date | May 11, 2021 | |||||
Liability of final fee included in accrued expenses | $ 800 | $ 667 | ||||
Fair value warrant adjustments | $ 982 | |||||
Fair value of common stock | $ 2.08 | |||||
Fair value of contractual term | 7 years | 5 years | ||||
Common stock volatility rate | 113.50% | 102.00% | ||||
Fair value of dividend rate | 0.00% | |||||
Fair value of risk-free interest rate | 1.77% | 1.04% | ||||
Debt conversion price per share | $ 5.90 | $ 5.90 | ||||
Proceeds from convertible note | $ 2,772 | |||||
Warrant exercise price per share | $ 1.915 | $ 1.915 | 3.60 | |||
Amortization of debt discount | $ 978 | $ 970 | ||||
Loss on extinguishment | 884 | $ 1,966 | ||||
Lender Warrants [Member] | ||||||
Fair value warrant adjustments | $ 982 | |||||
July 2017 [Member] | Lender Warrants [Member] | ||||||
Warrant exercise price per share | $ 3.08 | |||||
Warrant to purchase of common stock | 415,586 | |||||
Warrant term | 7 years | |||||
July 2017 [Member] | London Inter-Bank Offered Rate [Member] | ||||||
Loan bear interest | 10.50% | |||||
August 2017 [Member] | SWK Warrants [Member] | ||||||
Warrant exercise price per share | $ 2.08 | |||||
Warrant to purchase of common stock | 615,386 | |||||
SWK Loan Agreement [Member] | July 2017 [Member] | ||||||
Loan agreement term | 5 years | |||||
Debt principal amount | $ 16,000 | |||||
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 | |||||
Convertible Note [Member] | ||||||
Debt conversion price per share | 3.60 | |||||
Warrant exercise price per share | $ 3.60 | |||||
Maximum [Member] | ||||||
Common stock volatility rate | 111.00% | |||||
Fair value of risk-free interest rate | 1.70% | |||||
Maximum [Member] | July 2017 [Member] | London Inter-Bank Offered Rate [Member] | ||||||
Loan bear interest | 3.00% | |||||
Minimum [Member] | ||||||
Common stock volatility rate | 103.00% | |||||
Fair value of risk-free interest rate | 1.22% | |||||
Minimum [Member] | July 2017 [Member] | London Inter-Bank Offered Rate [Member] | ||||||
Loan bear interest | 1.50% | |||||
Loan Agreement [Member] | ||||||
Incurred expense debt | $ 1,282 | |||||
Liability of final fee included in accrued expenses | $ 800 | |||||
Loan Agreement [Member] | Life Sciences Alternative Funding LLC [Member] | ||||||
Principal amount of loan | $ 10,000 | |||||
Loan bear interest | 12.50% | |||||
Loans bear interest rate description | The term loan bore interest at a fixed per-annum rate of 12.5% and allowed for 2% of the interest to be paid-in-kind until December 2016. The Company was permitted to pay interest only until June 1, 2017. | |||||
Loan agreement term | 20 months | |||||
Percentage of loan agreement final fee | 5.00% | |||||
Loan due date | Jan. 1, 2019 | |||||
Incurred expense debt | $ 1,066 | |||||
Issuance of warrants to purchase maximum number of shares | 125,000 | |||||
Common stock exercise price per share | $ 7.85 | |||||
Issuance of warrants to purchase of common stock expiration year | 10 years | |||||
Fair value warrant adjustments | $ 840 | |||||
Fair value of common stock | $ 7.97 | |||||
Fair value of contractual term | 10 years | |||||
Common stock volatility rate | 109.00% | |||||
Fair value of dividend rate | 0.00% | |||||
Fair value of risk-free interest rate | 1.25% | |||||
Loan Agreement [Member] | Life Sciences Alternative Funding LLC [Member] | Maximum [Member] | ||||||
Percentage of loan agreement prepayment fee | 1.00% | |||||
Note Purchase Agreement [Member] | Life Sciences Alternative Funding LLC [Member] | 8.00% Convertible Senior Secured Note [Member] | ||||||
Loan bear interest | 8.00% | |||||
Loan due date | May 11, 2021 | |||||
Incurred expense debt | $ 228 | |||||
Debt principal amount | $ 3,000 | |||||
Convertible note fixed per annum rate | 8.00% | |||||
Convertible note description | The Company was permitted to redeem the Convertible Note prior to its maturity at any time on or after March 1, 2018 for cash purchase prices equal to 109% - 105% of the outstanding principal amount of the Convertible Note, depending on the date of redemption. | |||||
Debt conversion price per share | $ 5.90 | |||||
Proceeds from convertible note | $ 3,000 | |||||
Percentage of repurchase convertible note in cash is greater than outstanding principal amount | 105.00% | |||||
Fair value of embedded conversion feature | $ 2,322 | |||||
Exchange Agreement [Member] | Life Sciences Alternative Funding LLC [Member] | ||||||
Principal amount of loan | $ 3,000 | |||||
Debt principal amount | $ 13,332 | |||||
Warrant exercise price per share | $ 1.79 | |||||
Amortization of debt discount | $ 1,966 |
Debt - Summary of Notes Payable
Debt - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
SWK note | $ 16,000 | |
Less: Discounts on notes | (110) | |
Less: Current portion | $ 3,973 | |
Long-term portion | 14,008 | $ 7,937 |
Notes Payable [Member] | ||
SWK note | 16,000 | |
Less: Discounts on notes | (1,992) | |
Less: Current portion | ||
Long-term portion | $ 14,008 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 1,947 |
2,019 | 3,657 |
2,020 | 3,440 |
2,021 | 3,214 |
2,022 | 11,201 |
Total minimum payments | 23,459 |
Less: amount representing interest | (7,459) |
Notes payable, gross | $ 16,000 |
Capital Lease Obligation (Detai
Capital Lease Obligation (Details Narrative) - USD ($) $ in Thousands | Aug. 09, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment purchase price | $ 772 | $ 6,887 | |
Debt discount amortization | 978 | 970 | |
Capital leases of equipment | 2,070 | 2,070 | |
Capital leases of accumulated depreciation | 444 | 293 | |
Lease Agreement [Member] | |||
Property and equipment purchase price | $ 2,000 | 2,000 | |
Lease monthly payments | $ 64 | ||
Lease future payment | 300 | ||
Lease incurred expenses | $ 67 | ||
Capital lease future minimum payments percentage | 16.80% | ||
Debt discount amortization | $ 167 | $ 90 |
Capital Lease Obligation - Sche
Capital Lease Obligation - Schedule of Future Payment Under Capital Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Leases [Abstract] | ||
2,018 | $ 773 | |
2,019 | 751 | |
Total minimum lease payments | 1,524 | |
Less: amount representing interest payments | (96) | |
Present value of future minimum lease payment | 1,427 | |
Less: unamortized discount | (110) | |
Present value of future net minimum lease payments | 1,317 | |
Less: current portion, net of unamortized discount | (598) | $ (458) |
Capital lease obligation, net of current portion and unamortized discount | $ 720 | $ 1,318 |
Stockholders' Equity and Stoc65
Stockholders' Equity and Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Apr. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 | May 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Nov. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 16, 2016 | Sep. 17, 2007 | |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Proceeds from issuance of stock | $ 1,124 | $ 212 | ||||||||||
Warrant exercise price per share | $ 1.915 | $ 1.915 | $ 1.915 | $ 3.60 | ||||||||
Shares issued upon exercise of stock options | $ 55 | |||||||||||
Number of shares issued investor relations related services, value | $ 302 | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares issued | ||||||||||||
Preferred stock, shares outstanding | ||||||||||||
Stock-based compensation | $ 2,943 | $ 3,673 | ||||||||||
2007 Incentive Stock and Awards Plan [Member] | ||||||||||||
Maximum number of common stock issuance under the plan | 2,000,000 | |||||||||||
Number of shares available for sales | 1,997,500 | |||||||||||
Warrants [Member] | ||||||||||||
Warrant exercise price per share | $ 1.79 | |||||||||||
Proceeds from issuance of warrant | $ 179 | |||||||||||
Number of common stock issued for warrant exercises | 100,000 | |||||||||||
Stock Option [Member] | ||||||||||||
Number of common stock issued for warrant exercises | 15,000 | |||||||||||
Shares issued upon exercise of stock options | $ 55 | |||||||||||
Shares issued upon exercise of stock options, shares | 15,000 | |||||||||||
Sale of stock price per share | $ 3.68 | $ 3.68 | ||||||||||
Agent Warrant [Member] | Maximum [Member] | ||||||||||||
Number of warrants issued for purchase of common stock | 210,313 | 210,313 | ||||||||||
Non Employee Director [Member] | ||||||||||||
Issuance of restricted common stock, shares | 62,892 | 63,450 | ||||||||||
Issuance of restricted common stock | $ 200 | $ 250 | ||||||||||
Mark L. Baum [Member] | ||||||||||||
Number of restricted stock forfeit during period | 1,050,000 | |||||||||||
Issuance of restricted common stock, shares | 157,500 | |||||||||||
Mark L. Baum [Member] | Maximum [Member] | ||||||||||||
Average stock price targets ranging | $ 15 | |||||||||||
Mark L. Baum [Member] | Minimum [Member] | ||||||||||||
Average stock price targets ranging | $ 9 | |||||||||||
Restricted Stock Units [Member] | ||||||||||||
Number of shares vested during the period | 137,067 | 80,245 | ||||||||||
Restricted Stock Units [Member] | Non Employee Director [Member] | ||||||||||||
Number of shares vested during the period | 16,076 | |||||||||||
Restricted Stock Units [Member] | Mark L. Baum [Member] | ||||||||||||
Number of common stock issued | 116,291 | |||||||||||
Number of shares vested during the period | 200,000 | |||||||||||
Number of restricted stock issued | 83,709 | |||||||||||
Payroll tax withholdings | $ 144 | |||||||||||
Restricted Stock Units [Member] | Directors [Member] | ||||||||||||
Number of shares vested during the period | 56,822 | 24,421 | ||||||||||
Restricted Stock [Member] | ||||||||||||
Number of shares issued investor relations related services | 25,000 | |||||||||||
Number of shares issued investor relations related services, value | $ 60 | |||||||||||
Stock Option Plan [Member] | ||||||||||||
Shares issued upon exercise of stock options, shares | ||||||||||||
Closing price of common stock price per share | $ 1.70 | |||||||||||
Stock options granted with exercise price contractual terms | 6 years 4 months 17 days | |||||||||||
Stock options granted vesting terms | Vesting terms for options granted in 2017 and 2016 to employees and consultants 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; quarterly vesting over three years. 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. | Vesting terms for options granted in 2017 and 2016 to employees and consultants 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; quarterly vesting over three years. 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% | |||||||||||
Expense expected to recognize over the weighted-average remaining vesting period | 2 years 6 months | |||||||||||
Stock-based compensation | $ 1,672 | $ 2,159 | ||||||||||
Unrecognized compensation expense related to unvested stock options granted under the plan | $ 4,103 | |||||||||||
Stock Option Plan [Member] | Maximum [Member] | ||||||||||||
Stock options granted with exercise price contractual terms | 10 years | 10 years | ||||||||||
Stock Option Plan [Member] | Minimum [Member] | ||||||||||||
Stock options granted with exercise price contractual terms | 5 years | 5 years | ||||||||||
Unvested RSUs [Member] | ||||||||||||
Expense expected to recognize over the weighted-average remaining vesting period | 10 months 25 days | |||||||||||
Stock-based compensation | $ 1,211 | $ 1,539 | ||||||||||
Unrecognized compensation expense related to unvested stock options granted under the plan | $ 1,326 | |||||||||||
Sales Agreement [Member] | ||||||||||||
Number of shares sold under the agreement | 557,714 | 57,042 | ||||||||||
Proceeds from sale of common stock approximately | $ 1,124 | $ 212 | ||||||||||
Sales commission and offering expenses | 35 | $ 20 | ||||||||||
Available future sales | $ 8,040 | |||||||||||
Securities Purchase Agreements [Member] | Investor Warrants [Member] | ||||||||||||
Number of shares sold under the agreement | 5,257,828 | |||||||||||
Sales commission and offering expenses | $ 852 | |||||||||||
Warrant exercise price per share | $ 1.79 | $ 1.79 | ||||||||||
Proceeds from issuance of warrant | $ 9,217 | |||||||||||
Percentage of cash commission | 7.50% | |||||||||||
Securities Purchase Agreements [Member] | Two Accredited Investors [Member] | ||||||||||||
Number of common stock issued | 1,312,500 | |||||||||||
Price per share | $ 2.40 | |||||||||||
Net proceeds of registered offering | $ 2,940 | |||||||||||
Gross proceeds, percentage | 6.00% | |||||||||||
National Securities Corporation [Member] | Underwriting Agreement [Member] | Public Offering [Member] | ||||||||||||
Number of common stock issued | 3,335,000 | |||||||||||
Price per share | $ 3.60 | |||||||||||
Proceeds from issuance of stock | $ 11,088 | |||||||||||
Cantor Fitzgerald & Co [Member] | Sales Agreement [Member] | ||||||||||||
Cash commission, percentage | 3.00% | |||||||||||
PC [Member] | ||||||||||||
Number of shares issued for acquisitions | $ 75,000 | |||||||||||
Number of shares issued for acquisitions, shares | 302 |
Stockholders' Equity and Stoc66
Stockholders' Equity and Stock-based Compensation - Schedule of Stock Option Plan Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 538,000 |
Number of shares, Options exercised | shares | |
Number of shares, Options cancelled/forfeit | shares | (291,334) |
Number of shares, Outstanding, Ending balance | shares | 2,259,979 |
Number of shares, Options exercisable | shares | 989,664 |
Number of shares, Options vested and expected to vest | shares | 2,137,854 |
Weighted Avg. Exercise Price, Outstanding, Beginning balance | $ 6.20 |
Weighted Avg. Exercise Price, Options granted | 2.37 |
Weighted Avg. Exercise Price, Options exercised | |
Weighted Avg. Exercise Price, Options cancelled/forfeit | 4.45 |
Weighted Avg. Exercise Price, Outstanding, Ending balance | 5.51 |
Weighted Avg. Exercise Price, Exercisable Ending Balance | 5.74 |
Weighted Avg. Exercise Price, Vested and expected to vest | $ 5.51 |
Weighted Avg. Remaining Contractual Life, Options outstanding | 6 years 1 month 9 days |
Weighted Avg. Remaining Contractual Life, Options exercisable | 6 years 4 months 17 days |
Weighted Avg. Remaining Contractual Life, Options vested and expected to vest | 6 years 1 month 13 days |
Aggregate Intrinsic Value, Options outstanding | $ | $ 1 |
Aggregate Intrinsic Value, Options exercisable | $ | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ | $ 1 |
Stockholders' Equity and Stoc67
Stockholders' Equity and Stock-based Compensation - Schedule of Fair Value Assumption (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options Granted to Employees [Member] | ||
Weighted-average fair value of options granted | $ 2.04 | $ 3.91 |
Expected volatility, minimum | 112.00% | 101.00% |
Expected volatility, maximum | 117.00% | 112.00% |
Risk-free interest rate, minimum | 1.77% | 1.07% |
Risk-free interest rate, maximum | 2.01% | 1.70% |
Dividend yield | ||
Options Granted to Employees [Member] | Minimum [Member] | ||
Expected terms (in years) | 5 years 9 months 22 days | 5 years 9 months 22 days |
Options Granted to Employees [Member] | Maximum [Member] | ||
Expected terms (in years) | 6 years 1 month 9 days | 6 years 1 month 9 days |
Options Granted to Consultants [Member] | ||
Weighted-average fair value of options granted | $ 6.18 | |
Expected terms (in years) | 10 years | |
Expected volatility | 109.00% | |
Risk-free interest rate | 1.06% | |
Dividend yield | ||
Warrant Granted [Member] | ||
Weighted-average fair value of options granted | $ 1.70 | $ 2.88 |
Expected terms (in years) | 7 years | 5 years |
Expected volatility | 113.50% | 106.00% |
Risk-free interest rate | 1.77% | 0.79% |
Dividend yield |
Stockholders' Equity and Stoc68
Stockholders' Equity and Stock-based Compensation - Schedule of Shares Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Range of Exercise Prices, minimum | $ 1.47 |
Range of Exercise Prices, maximum | $ 42.80 |
Number of Options Outstanding | shares | 2,259,979 |
Weighted Average Remaining Contractual Life in Years | 6 years 1 month 9 days |
Weighted Average Exercise Price | $ 5.51 |
Number Exercisable | shares | 989,664 |
Weighted Average Exercisable Exercise Price | $ 5.74 |
Range One [Member] | |
Range of Exercise Prices, minimum | 1.47 |
Range of Exercise Prices, maximum | $ 2.60 |
Number of Options Outstanding | shares | 584,500 |
Weighted Average Remaining Contractual Life in Years | 8 years 1 month 24 days |
Weighted Average Exercise Price | $ 2.18 |
Number Exercisable | shares | 197,997 |
Weighted Average Exercisable Exercise Price | $ 2.35 |
Range Two [Member] | |
Range of Exercise Prices, minimum | 3.20 |
Range of Exercise Prices, maximum | $ 4.50 |
Number of Options Outstanding | shares | 539,906 |
Weighted Average Remaining Contractual Life in Years | 7 years 11 months 8 days |
Weighted Average Exercise Price | $ 3.97 |
Number Exercisable | shares | 286,855 |
Weighted Average Exercisable Exercise Price | $ 3.99 |
Range Three [Member] | |
Range of Exercise Prices, minimum | 5.49 |
Range of Exercise Prices, maximum | $ 6.36 |
Number of Options Outstanding | shares | 106,536 |
Weighted Average Remaining Contractual Life in Years | 5 years 7 months 10 days |
Weighted Average Exercise Price | $ 5.95 |
Number Exercisable | shares | 103,092 |
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 | 1,024,007 |
Weighted Average Remaining Contractual Life in Years | 4 years 18 days |
Weighted Average Exercise Price | $ 7.98 |
Number Exercisable | shares | 396,690 |
Weighted Average Exercisable Exercise Price | $ 8.18 |
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 7 months 13 days |
Weighted Average Exercise Price | $ 42.80 |
Number Exercisable | shares | 5,030 |
Weighted Average Exercisable Exercise Price | $ 42.80 |
Stockholders' Equity and Stoc69
Stockholders' Equity and Stock-Based Compensation - Schedule of Market-based Vesting Conditions for Restricted Stock Units Granted (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Tranche 1 [Member] | |
Number of shares vesting | 230,000 |
Target share price description | 9.00 or greater |
Tranche 2 [Member] | |
Number of shares vesting | 230,000 |
Target share price description | 10.00 or greater |
Tranche 3 [Member] | |
Number of shares vesting | 230,000 |
Target share price description | 12.00 or greater |
Tranche 4 [Member] | |
Number of shares vesting | 230,000 |
Target share price description | 14.00 or greater |
Tranche 5 [Member] | |
Number of shares vesting | 287,500 |
Target share price description | 15.00 or greater |
Stockholders' Equity and Stoc70
Stockholders' Equity and Stock-Based Compensation - Schedule of Assumptions Used (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Market price | $ 3.98 | |
Contractual terms (in years) | 7 years | 5 years |
Expected volatility | 113.50% | 102.00% |
Risk-free interest rate | 1.77% | 1.04% |
Dividend yield | 0.00% |
Stockholders' Equity and Stoc71
Stockholders' Equity and Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 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 | (56,822) |
Number RSUs cancelled/forfeit | shares | |
Number of RSUs unvested, Outstanding, Ending balance | shares | 1,298,946 |
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 | $ 2.42 |
Stockholders' Equity and Stoc72
Stockholders' Equity and Stock-based Compensation - Schedule of Stock Based Compensation Granted to Employees Directors Consultants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock based compensation related to equity instruments granted to related parties | $ 2,943 | $ 3,788 |
Employees [Member] | Selling and Marketing [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 449 | 498 |
Employees [Member] | General and Administrative [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 2,229 | 2,954 |
Directors [Member] | General and Administrative [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 205 | 221 |
Consultants [Member] | Selling and Marketing [Member] | ||
Stock based compensation related to equity instruments granted to related parties | 60 | |
Other [Member] | General and Administrative [Member] | ||
Stock based compensation related to equity instruments granted to related parties | $ 115 |
Stockholders' Equity and Stoc73
Stockholders' Equity and Stock-based Compensation - Schedule of Warrants Activity (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 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 6 months 7 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 | $ / shares | |
Weighted avg. Exercise price, outstanding and exercisable, ending balance | $ / shares | $ 1.93 |
Stockholders' Equity and Stoc74
Stockholders' Equity and Stock-based Compensation - Schedule of Warrants Outstanding and Warrants Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 16, 2016 | |
Exercise Price | $ 1.915 | $ 1.915 | $ 3.60 |
Expiration Date | May 11, 2025 | ||
Warrant [Member] | |||
Warrants Outstanding | 6,264,215 | ||
Exercise Price | $ 1.93 | ||
Warrants Exercisable | 6,264,215 | ||
Lender Warrants [Member] | |||
Issue Date | May 11, 2015 | ||
Warrants Outstanding | 125,000 | ||
Exercise Price | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 2.08 | ||
Warrants Exercisable | 615,386 | ||
Expiration Date | Jul. 19, 2024 |
Derivative Instruments (Details
Derivative Instruments (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 16, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Debt conversion price per share | $ 5.90 | $ 5.90 | |
Warrant exercise price per share | $ 1.915 | $ 1.915 | $ 3.60 |
Warrants expiration date | May 11, 2025 | ||
Convertible note original maturity date | May 11, 2021 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Liabilities at Fair Value (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected volatility | 113.50% | 102.00% |
Risk-free interest rate | 1.77% | 1.04% |
Dividend yield | 0.00% | |
Minimum [Member] | ||
Expected volatility | 103.00% | |
Risk-free interest rate | 1.22% | |
Maximum [Member] | ||
Expected volatility | 111.00% | |
Risk-free interest rate | 1.70% |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value at Reconciliation of Measured Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Warrant Derivative Liability [Member] | |
Balance Beginning | |
Modification of warrant and reclassification from equity to liabilities | 675 |
Change in fair value | (211) |
Reclassification from liabilities to equity upon closing of public equity offering | (464) |
Balance Ending | |
Embedded Conversion Feature Derivative Liability [Member] | |
Balance Beginning | |
Change in fair value | 324 |
Reclassification from liabilities to equity upon closing of public equity offering | (2,646) |
Embedded conversion feature in Convertible Note issued | 2,322 |
Balance Ending |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset valuation allowance | $ 8,059,000 | $ 7,100 | $ 7,200 |
Federal net operating loss carryforwards | 62,899,000 | ||
Federal research and development tax credits | $ 354,000 | ||
Federal research and development tax credits expiration date | 2,026 | ||
State net operating loss carryforwards | $ 59,215,000 | ||
State net operating loss expiration date | 2,017 | ||
State research and development tax credits | $ 305,000 | ||
Unrecognized tax benefits | |||
Corporate tax rate, percentage | (62.97%) | 0.00% | |
Maximum [Member] | |||
Corporate tax rate, percentage | 35.00% | ||
Minimum [Member] | |||
Corporate tax rate, percentage | 21.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State | 5 | 8 |
Total current | 5 | 8 |
Deferred: Federal | 6,474 | (5,623) |
Deferred: State | (283) | (1,713) |
Deferred: Change in valuation allowance | (7,126) | 7,225 |
Total deferred | (935) | (111) |
Income tax provision (benefit) | $ (935) | $ (111) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 35.00% | 35.00% |
Benefit of lower tax brackets | (1.00%) | (1.00%) |
State tax benefit, net | 1.60% | 0.08% |
Research and development credits | 0.00% | 0.00% |
Employee stock based compensation | 0.84% | (1.47%) |
Loss on debt conversion | (2.39%) | 0.00% |
Capitalization of Subsidiary | 0.00% | 0.00% |
Change in Rate | (62.97%) | 0.00% |
Other | 3.04% | (0.18%) |
Valuation allowance | 34.82% | (31.89%) |
Effective income tax rate | 7.26% | 0.54% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
NOL's | $ 17,405 | $ 21,555 |
Depreciation and amortization | 58 | 199 |
Other | 351 | 398 |
Research & development credits | 596 | 556 |
Deferred stock compensation | 2,534 | 3,875 |
Basis Difference in Eton | (985) | |
Park stock purchase identifiable intangibles | (501) | (936) |
Unrealized gain or loss on investments | ||
Total deferred tax assets, net | 19,458 | 25,647 |
Valuation allowance | (19,458) | (26,583) |
Net deferred tax liabilities | $ (936) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Unrecognized Tax Benefits (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
UTB, Beginning balance | |
Additions for tax positions related to current year | |
Additions/(reductions) for tax positions related to prior years | |
UTB, Ending balance |
Employee Savings Plan (Details
Employee Savings Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Percentage of salary deposits in tax deferred investment account | 100.00% | |
Percentage of contributions made by the company | 4.00% | |
Contributions by the company | $ 288 | $ 248 |
Commitments and Contingencies84
Commitments and Contingencies (Details Narrative) $ in Thousands | May 31, 2017USD ($)ft² | May 31, 2016USD ($)shares | Apr. 30, 2017USD ($) | Feb. 28, 2015USD ($)ft² | Jan. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2017ft² | Aug. 31, 2016shares | Apr. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 02, 2015ft² | May 31, 2014ft² |
Fair value of contingent acquisition obligation | $ 483 | ||||||||||||
Gain loss on contingent acquisition | $ 81 | ||||||||||||
Lease agreement for office space (square feet) | ft² | 10,200 | ||||||||||||
Operating lease, monthly rental | $ 649 | 668 | |||||||||||
Operating lease, rent increase percentage | 3.00% | ||||||||||||
Number of warrants issued | shares | 40,000 | ||||||||||||
Litigation settlement costs | 450 | ||||||||||||
Insurance claim in other income | 861 | ||||||||||||
Accrued royalty expenses | $ 108 | 3 | |||||||||||
Pharmacy Creations, LLC [Member] | |||||||||||||
Payment of cash | $ 100 | ||||||||||||
Number of common stock shares issued for maximum exceeds from revenue | shares | 75,000 | ||||||||||||
Issuance of common stock to settle contingent acquisition obligation | $ 302 | ||||||||||||
Lease Agreement [Member] | |||||||||||||
Lease agreement for office space (square feet) | ft² | 8,600 | 7,000 | 7,565 | ||||||||||
Operating lease, monthly rental | $ 15 | ||||||||||||
Operating lease, rent increase percentage | 3.75% | ||||||||||||
Operating lease expiry | Jul. 31, 2022 | Dec. 31, 2021 | |||||||||||
Amended Lease Agreement [Member] | |||||||||||||
Lease agreement for office space (square feet) | ft² | 2,635 | ||||||||||||
Operating lease, monthly rental | $ 29 | ||||||||||||
Commercial Lease Agreement [Member] | |||||||||||||
Lease agreement for office space (square feet) | ft² | 4,500 | ||||||||||||
Operating lease, monthly rental | $ 10 | ||||||||||||
Operating lease, rent increase percentage | 3.00% | ||||||||||||
Operating lease expiry | Dec. 31, 2020 | ||||||||||||
License Agreement [Member] | Urigen Pharmaceuticals, Inc [Member] | |||||||||||||
Unpaid royalties | $ 698 | ||||||||||||
Gain on settlement | $ 551 | ||||||||||||
License Agreement [Member] | Richard L. Lindstrom, M.D [Member] | |||||||||||||
Royalty payments | $ 19 | ||||||||||||
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 | 50 | |||||||||||
Net sales | $ 100 | ||||||||||||
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. | ||||||||||||
Sales and Marketing Agreements [Member] | |||||||||||||
Commission expense incurred | $ 183 | ||||||||||||
Sales and Marketing Agreements [Member] | Minimum [Member] | |||||||||||||
Commission payments, percentage | 10.00% | ||||||||||||
Sales and Marketing Agreements [Member] | Maximum [Member] | |||||||||||||
Commission payments, percentage | 14.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Payments Under Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 697 |
2,019 | 697 |
2,020 | 697 |
2,021 | 571 |
2,022 | 111 |
Total | $ 2,773 |
Segment Information and Conce86
Segment Information and Concentrations (Details Narrative) - Segment | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Number of reportable segment | 1 | |
Maximum percentage of sales derived from single customer | 10.00% | 10.00% |
Percentage of drug and chemical purchases from three main suppliers | 68.00% | 69.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from common stock | $ 1,124 | $ 212 | |||
Sales Agreement [Member] | |||||
Number of common stock sold | 557,714 | 57,042 | |||
Subsequent Event [Member] | Andrew R. Boll [Member] | |||||
Number of common stock issued | 30,000 | ||||
Subsequent Event [Member] | John P Saharek [Member] | |||||
Number of common stock issued | 30,000 | ||||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||||
Number of common stock issued | 35,427 | 25,273 | |||
Royalty payment | $ 64 | $ 44 | |||
Subsequent Event [Member] | Sales Agreement [Member] | |||||
Number of common stock sold | 33,800 | ||||
Proceeds from common stock | $ 57 |