Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | EYEGATE PHARMACEUTICALS INC | |
Entity Central Index Key | 1,372,514 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | EYEG | |
Entity Common Stock, Shares Outstanding | 8,346,444 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 7,214,781 | $ 8,394,133 |
License fee receivable | 337,500 | 907,500 |
Prepaid expenses and other current assets | 748,910 | 122,395 |
Current portion of refundable tax credit receivable | 26,231 | 25,086 |
Total current assets | 8,327,422 | 9,449,114 |
Property and equipment, net | 565 | 0 |
Restricted cash | 30,000 | 20,000 |
In-process R&D | 3,912,314 | 0 |
Other assets | 46,571 | 38,587 |
Total assets | 12,316,872 | 9,507,701 |
Current liabilities: | ||
Accounts payable | 869,341 | 417,697 |
Accrued expenses | 910,665 | 1,095,738 |
Deferred revenue | 2,659,970 | 1,907,500 |
Contingent consideration | 1,210,000 | 0 |
Total current liabilities | 5,649,976 | 3,420,935 |
Stockholders’ equity: | ||
Common stock, $0.01 par value: 100,000,000 shares authorized; 8,346,444 shares issued and outstanding at March 31, 2016 and 7,657,287 shares issued and outstanding at December 31, 2015 | 83,464 | 76,573 |
Additional paid-in capital | 73,934,229 | 71,209,530 |
Accumulated deficit | (67,697,734) | (65,255,301) |
Common stock issuable | 291,536 | 0 |
Stockholder note receivable | (58,824) | (58,824) |
Accumulated other comprehensive income | 114,225 | 114,788 |
Total stockholders’ equity | 6,666,896 | 6,086,766 |
Total liabilities and stockholders’ equity | $ 12,316,872 | $ 9,507,701 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 8,346,444 | 7,657,287 |
Common Stock, Shares, Outstanding | 8,346,444 | 7,657,287 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating expenses: | ||
Research and development | $ 913,972 | $ 321,439 |
General and administrative | 1,528,778 | 782,846 |
Total operating expenses | 2,442,750 | 1,104,285 |
Other income, net: | ||
Interest income | 317 | 163 |
Other income, net | 0 | 10 |
Change in warrant liability | 0 | 223,172 |
Interest expense | 0 | (1,920,146) |
Total other income (expense), net | 317 | (1,696,801) |
Net loss | (2,442,433) | (2,801,086) |
Deemed dividend on preferred stock | 0 | (8,222,008) |
Net loss attributable to non-controlling interests | 0 | (5,177) |
Net loss attributable to EyeGate Pharmaceuticals, Inc. common stockholders | $ (2,442,433) | $ (11,028,271) |
Net loss per common share - basic and diluted | $ (0.31) | $ (3.23) |
Weighted average shares outstanding - basic and diluted | 7,846,616 | 3,417,509 |
Net loss | $ (2,442,433) | $ (2,801,086) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (563) | 51,325 |
Net loss attributable to non-controlling interests | 0 | (5,177) |
Other comprehensive income attributable to non-controlling interests | 0 | 32,967 |
Comprehensive income (loss) attributable to non-controlling interests | 0 | 27,790 |
Comprehensive loss attributable to EyeGate Pharmaceuticals, Inc. common stockholders | $ (2,442,996) | $ (2,721,971) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2016 - USD ($) | Total | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid In Capital [Member] | Stockholder Note Receivable [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2015 | $ 6,086,766 | $ 76,573 | $ 0 | $ 71,209,530 | $ (58,824) | $ 114,788 | $ (65,255,301) |
Balance (in shares) at Dec. 31, 2015 | 7,657,287 | 0 | |||||
Stock-based compensation | 113,360 | 113,360 | |||||
Shares issued and issuable to Jade Therapeutics, Inc. stockholders at acquisition | 2,909,766 | $ 6,891 | $ 291,536 | 2,611,339 | |||
Shares issued and issuable to Jade Therapeutics, Inc. stockholders at acquisition (in shares) | 689,157 | 76,571 | |||||
Foreign currency translation adjustment | (563) | (563) | |||||
Net loss | (2,442,433) | (2,442,433) | |||||
Balance at Mar. 31, 2016 | $ 6,666,896 | $ 83,464 | $ 291,536 | $ 73,934,229 | $ (58,824) | $ 114,225 | $ (67,697,734) |
Balance (in shares) at Mar. 31, 2016 | 8,346,444 | 76,571 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net loss | $ (2,442,433) | $ (2,801,086) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 84 | 342 |
Non-cash interest expense charge on beneficial conversion feature of notes | 0 | 1,663,873 |
Non-cash interest expense on accounting of the debt discount | 0 | 244,111 |
Fair value adjustment on common stock warrants | 0 | (223,172) |
Stock-based compensation | 113,360 | 484,540 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (257,642) | (154,092) |
Refundable tax credit receivable | (112) | (744) |
License fee receivable | 570,000 | 0 |
Other assets | (7,984) | 463 |
Accounts payable | 173,182 | (279,714) |
Deferred revenue | 798,455 | 0 |
Accrued expenses | (300,413) | (703,472) |
Net cash used in operating activities | (1,353,503) | (1,768,950) |
Investing activities: | ||
Acquisition of Jade (net of cash acquired) | 185,746 | 0 |
Restricted cash | (10,000) | (20,000) |
Net cash provided by (used in) investing activities | 175,746 | (20,000) |
Financing activities | ||
Proceeds from initial public stock offering | 0 | 4,099,500 |
Exercise of common stock options | $ 0 | 14,948 |
Offering costs | (224,864) | |
Grant refund | (32,628) | |
Net cash provided by financing activities | $ 0 | 3,856,956 |
Effect of exchange rate changes on cash | (1,595) | 50,177 |
Net (decrease) increase in cash | (1,179,352) | 2,118,183 |
Cash, beginning of period | 8,394,133 | 167,001 |
Cash, end of period | 7,214,781 | 2,285,184 |
Supplemental disclosure of noncash investing and financing activities | ||
Conversion of non-controlling interests to common stock | 0 | 6,818,732 |
Conversion of preferred stock into common stock | 0 | 36,408,666 |
Exercise of common warrants | 0 | 97 |
Conversion of promissory notes and accrued interest into common stock | 0 | 3,532,694 |
Deemed dividend on conversion of preferred stock | 0 | 8,222,008 |
Application of deferred offering costs on IPO | 0 | 1,148,994 |
Warrant liability reclassified to stockholders’ equity | 0 | 79,930 |
Issuance of capital stock to acquired Jade Therapeutics LLC | 2,442,711 | 0 |
Contingent liability in connection with the Jade transaction | $ 1,210,000 | $ 0 |
Organization, Business
Organization, Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Organization, Business EyeGate Pharmaceuticals, Inc. (“EyeGate” or the “Company”), a Delaware corporation, began operations in December 2004 and is a clinical-stage specialty pharmaceutical company that is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. EyeGate’s first product in clinical trials incorporates a reformulated topically active corticosteroid, dexamethasone phosphate, that is delivered into the ocular tissues though our proprietary innovative drug delivery system, the EyeGate® II Delivery System. On February 13, 2015, the Company completed an initial public offering (“the IPO”) for 683,250 6.00 4,100,000 4.20 preferred shares were converted to common stock at a different ratio for each class of preferred shares for 1.00 share of common stock. 8,346,444 0.01 1,176,470 1,176,470 8.50 10.62 August 5, 2020 176,470 8.8 The Company’s common stock trades on the Nasdaq Stock Market under the symbol “EYEG”. Effective March 7, 2016, the Company acquired all of the capital stock of Jade Therapeutics, Inc. (“Jade”), a privately-held company developing locally-administered, polymer-based products designed to treat poorly-served ophthalmic indications (the “Jade Acquisition”). See Note 12. Since its inception, EyeGate has devoted substantially all of its efforts to business planning, research and development, and raising capital. The accompanying condensed consolidated financial statements have been prepared assuming that EyeGate will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2016, EyeGate has cash and cash equivalents of $ 7,214,781 67,697,734 100,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The accompanying condensed condensed condensed The accompanying interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the results of operations for the periods presented. The year-end balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for an interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions are required in providing for the accruals for our clinical trials underway, establishing useful lives of intangible assets and property and equipment, and conducting impairment reviews of long-lived assets. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company considers all highly liquid investments purchased with a maturity of 90 days or less when acquired that are not restricted as to withdrawal, to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents, which were nominal in amount, consisted of money market accounts that are readily convertible to cash. As of March 31, 2016 and December 31, 2015, the Company has classified $ 30,000 20,000 The Company evaluates the potential impairment of long-lived assets and long-lived assets to be disposed of and considers whether long-lived assets held for use have been impaired whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Management makes significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity in order to test for impairment. Management reports those long-lived assets to be disposed of and assets held for sale at the lower of carrying amount or fair value less cost to sell. Based on current facts, estimates and assumptions, management believes that no assets are impaired at March 31, 2016. There is no assurance that management’s estimates and assumptions will not change in future periods. We expense research and development expenditures as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, benefits, facilities, research-related overhead, sponsored research costs, contracted services, license fees, and other external costs. Because the Company believes that, under its current process for developing its product, viability of the product is essentially concurrent with the establishment of technological feasibility, no costs have been capitalized to date. We record expense for in-process research and development projects acquired as asset acquisitions which have not reached technological feasibility and which have no alternative future use. For in-process research and development projects acquired in business combinations, the in-process research and development project is capitalized and evaluated for impairment until the development process has been completed. Once the development process has been completed the asset will be amortized over its remaining useful life. As part of our process of preparing the condensed Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business in one operating segment. The Company operates in one geographic segment. The Company provides deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes the impact of an uncertain tax position in the financial statements if that position is more likely than not of being sustained by the taxing authority. As of March 31, 2016, the Company had no unrecognized uncertain tax positions. Stock-based compensation represents the cost related to stock-based awards granted to employees and others. The Company measures stock-based compensation cost to employees at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model. The Company recognizes compensation expense for non-employee stock option grants at the fair value of the goods or services received or the equity instruments issued, whichever is more reliably measurable. The Company recorded compensation expense for non-employee awards with graded vesting using the accelerated expense attribution method. The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of compensation expenses recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax benefit realized on the Company’s income tax return are recorded in additional paid-in capital if the tax benefit exceeds the deferred tax asset, or in the condensed The Company has entered into certain related party transactions with a vendor and two consultants in connection with its acquisition of Jade. The amounts recorded or paid are not material to the accompanying financial statements. Net Loss per Share Basic and diluted net loss per common share is based on the weighted-average number of shares outstanding common stock. March 31, March 31, Common stock warrants 1,981,736 637,980 Employee stock options 1,487,892 1,156,090 Total shares of common stock issuable 3,469,628 1,794,070 The carrying amounts of receivables and payables approximate their fair values due to the short-term nature of these financial instruments. As of March 31, 2016 and December 31, 2015, the fair value of the Company’s money market funds was $ 6,500,626 2,000,190 At March 31, 2016 and December 31, 2015, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement The Company follows Accounting Standards Update (“ASU”) 2009-13, Multiple-Deliverable Revenue Arrangements, Revenue Recognition-Milestone Method, When evaluating multiple element arrangements, the Company considers whether the deliverables under the arrangement represent separate units of accounting. This evaluation requires subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have standalone value, based on the consideration of the relevant facts and circumstances for each arrangement. The consideration received is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria are applied to each of the separate units. The Company generally recognizes revenue attributed to the license on a straight-line basis over the Company’s contractual or estimated performance period, which is typically the term of the Company’s research and development obligations. If management cannot reasonably estimate when the Company’s performance obligation ends, then revenue is deferred until management can reasonably estimate when the performance obligation ends. The periods over which revenue should be recognized are subject to estimates by management and may change over the course of the research and development agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods. At the inception of arrangements that include milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. The Company has concluded that the clinical and development and regulatory milestones pursuant to its research and development arrangements are substantive. The Company aggregates its milestones into four categories: (i) clinical and development milestones, (ii) chemistry, manufacturing and control (“CMC”) validation, (iii) regulatory milestones, and (iv) commercial milestones. Clinical and development milestones are typically achieved when a product candidate advances into a defined phase of clinical research or completes such phase or when a contractually specified clinical trial enrollment target is attained. CMC validation milestones are typically achieved when the validation paperwork is finalized. Regulatory milestones are typically achieved upon acceptance of the submission for marketing approval of a product candidate or upon approval to market the product candidate by the FDA or other global regulatory authorities. For example, a milestone payment may be due to the Company upon the FDA’s acceptance of an NDA. Commercial milestones are typically achieved when an approved pharmaceutical product reaches certain defined levels of net sales by the licensee, such as when a product first achieves global sales or annual sales of a specified amount. Revenues from clinical and development, CMC and regulatory milestone payments, if the milestones are deemed substantive and the milestone payments are nonrefundable, are recognized upon successful accomplishment of the milestones. Revenues from commercial milestone payments are accounted for as royalties and are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. Payments or reimbursements resulting from the Company’s research and development efforts are recognized as the services are performed and are presented on a gross basis so long as there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the related receivable is reasonably assured. Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the balance sheet. The U.S. Department of Defense and the National Science Foundation have each committed to grant funds to Jade for specified ocular therapeutic research activities (together, the “U.S. Government Grants”) to be conducted through 2017, of which grants approximately $ 1.500 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property and Equipment March 31, December 31, Estimated Useful Life (Years) 2016 2015 Laboratory equipment 7 $ 14,661 $ 14,661 Computer equipment 3 183,563 182,914 Computer software 3 46,038 46,038 Furniture, fixtures and office equipment 5 24,480 24,480 268,742 268,093 Less accumulated depreciation 268,177 268,093 $ 565 $ - Depreciation expense was $ 84 342 649 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accrued Expenses March 31, December Payroll and benefits $ 100,616 $ 652,609 Clinical trials 255,000 365,277 Consulting 35,700 18,500 Professional fees 179,349 59,352 Insurance 340,000 - Total accrued expenses $ 910,665 $ 1,095,738 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5. Debt The Company has no indebtedness other than trade and accounts payable in the ordinary course of business. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. Capital Stock At each of March 31, 2016 and December 31, 2015, the Company had 100,000,000 100,000,000 0.01 8,346,444 7,657,287 10,000,000 10,000,000 0.01 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Warrants [Abstract] | |
Warrants Disclosure [Text Block] | 7. Warrants Weighted Weighted Average Average Number of Exercise Remaining Awards Price Term in Years Outstanding at December 31, 2015 1,983,673 $ 9.18 5.07 Issued - $ - Exercised - $ - Forfeited (1,937) $ 9.18 Outstanding at March 31, 2016 1,981,736 $ 9.18 5.07 Warrants Remaining Term Exercise Price 1,981,736 5.07 $ 9.18 All of the warrant agreements contain a provision providing for a cashless exercise whereby, the number of warrants to be issued will be reduced by the number shares which could be purchased from the proceeds of the exercise of the respective warrant. The remaining warrants expire from 2016 through 2025. |
Stockholder Notes Receivable
Stockholder Notes Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 8. Stockholder Notes Receivable In 2005 and 2006, certain of the Company’s stockholders and officers issued various promissory notes totaling $ 195,000 0.93 October 1, 2016 On January 15, 2014, the Board authorized loan forgiveness on the promissory note with the President of EyeGate. The principal on the note and accrued interest forgiven was included as a component of general and administrative expense for the year ended December 31, 2014. As of March 31, 2016 and December 31, 2015, principal and accrued interest of $ 89,202 88,995 |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2016 | |
Share Based Compensation Option And Incentive Plan [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | 9. Equity Incentive Plan In 2005, the Company approved the 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the granting of options, restricted stock or other stock-based awards to employees, officers, directors, consultants and advisors. During 2010, the maximum number of shares of common stock that may be issued pursuant to the 2005 Plan was increased to 891,222 The Company’s Board adopted the 2014 Equity Incentive Plan, or the (“2014 Plan”) and the Employee Stock Purchase Plan the (“ESPP”), and the Company’s stockholders approved the 2014 Plan and the ESPP Plan in February 2015. The maximum number of shares of common stock that may be issued pursuant to the 2014 Plan and the ESPP is 1,034,888 70,567 In January 2016, the number of shares of common stock issuable under the 2014 Plan automatically increased by 306,291 1,034,888 Number of Options Weighted- Average Weighted-Average Three months ended March 31, 2015 Outstanding at beginning of year 752,372 $ 0.91 4.55 Granted 435,393 5.80 9.88 Exercised (23,075) $ 0.65 Expired (8,600) $ 0.65 Outstanding at end of period 1,156,090 $ 2.69 5.05 Exercisable at end of period 827,529 $ 2.46 6.87 Vested and expected to vest at end of period 827,529 $ 2.46 6.87 Number of Options Weighted- Average Weighted-Average Three months ended March 31, 2016 Outstanding at beginning of year 1,277,367 $ 2.75 4.94 Granted 210,525 2.91 9.91 Exercised - $ - Expired - $ - Outstanding at end of period 1,487,892 $ 2.80 5.48 Exercisable at end of period 975,881 $ 2.68 5.51 Vested and expected to vest at end of period 975,881 $ 2.68 5.51 On February 24, 2015, the Board approved the issuance of 350,000 vest 25% on the grant date, 25% on the one-year anniversary of the grant date, and the remaining 50% in 24 monthly equal installments thereafter On January 25, 2016, the Board approved the grant of options to purchase 48,300 47,786 114,438 33% on the one-year anniversary of the grant date and the remainder ratably over a 24-month period condensed Three Months Ended March 31, 2016 2015 Research and development $ 18,459 $ 174,586 General and administrative 94,901 309,954 $ 113,360 $ 484,540 The fair value of options granted for the three months ended March 31, 2016 and March 31, 2015 was approximately $ 375,747 443,807 1,145,000 911,000 3.00 3.63 1,562,000 At March 31, 2016, there were 209,761 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. Commitments and Contingencies Operating Leases The Company has in place a lease for the rental of office space in Waltham, Massachusetts of up to 4,516 License Agreements The Company is a licensee under two license agreements that grant the Company the exclusive right to commercialize the technology related to its proprietary drug delivery system. Both license agreements require the Company to pay royalties to the licensor based on revenues related to the licensed technology. One of the license agreements, as amended, requires the Company to pay an annual license fee of $ 12,500 12 On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”) through which EyeGate has granted Valeant exclusive, worldwide commercial and manufacturing rights to its EyeGate® II Delivery System and EGP-437 combination product (“Product”) in the field of uveitis, as well as a right of last negotiation to license the Product for other indications. Under the agreement, Valeant paid the Company an upfront payment of $ 1.0 32.5 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 11. Employee Benefit Plans The Company has an employee benefit plan for its United States-based employees under Section 401(k) of the Internal Revenue Code. The Plan allows all eligible employees to make contributions up to a specified percentage of their compensation. Under the Plan, the Company may, but is not obligated to, match a portion of the employee contribution up to a defined maximum. The Company made no matching contribution for the three months ended March 31, 2016 and 2015. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 12. Acquisitions Jade Therapeutics, Inc. Acquisition Effective March 7, 2016, the Company acquired all of the capital stock of Jade Therapeutics, Inc. (“Jade”), a privately-held company developing locally-administered, polymer-based products designed to treat poorly-served ophthalmic indications. With the Jade Acquisition, Jade became a wholly-owned subsidiary of EyeGate. Under the terms of the Jade Acquisition agreement, in consideration for 100 300,000 765,728 90 10 2,164,451 2.910 3.80 The following table summarizes the preliminary purchase price allocation and the estimated fair value of the net assets acquired and liabilities assumed in the Jade Acquisition at the date of acquisition. Jade Current assets (1) $ 600,604 Intangible assets 2,702,314 Property, plant and equipment (net) 649 Accounts payable and other liabilities (393,801) Contingent consideration 1,210,000 Assumed liabilities (300,000) Total purchase price $ 3,819,766 (1) Current assets include cash, grants receivable 0.186 , $ 0.046 0.369 Net loss in the Condensed 0.118 3 We recognized $ 0.234 Pro forma disclosure for Jade acquisition For the three months ended March 31, 2016 2015 Revenues $ 282,924 $ 151,051 Net income (loss) (2,374,993) (2,782,685) Net loss attributable to common stockholders (2,375,546) (11,009,870) The pro forma financial information is presented for information purposes only. The unaudited pro forma financial information may not necessarily reflect our future results of operations or what the results of operations would have been had we owned and operated Jade as of the beginning of the period presented. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events None. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying condensed condensed condensed |
Unaudited Interim Financial Information [Policy Text Block] | The accompanying interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the results of operations for the periods presented. The year-end balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for an interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions are required in providing for the accruals for our clinical trials underway, establishing useful lives of intangible assets and property and equipment, and conducting impairment reviews of long-lived assets. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with a maturity of 90 days or less when acquired that are not restricted as to withdrawal, to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents, which were nominal in amount, consisted of money market accounts that are readily convertible to cash. As of March 31, 2016 and December 31, 2015, the Company has classified $ 30,000 20,000 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company evaluates the potential impairment of long-lived assets and long-lived assets to be disposed of and considers whether long-lived assets held for use have been impaired whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Management makes significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity in order to test for impairment. Management reports those long-lived assets to be disposed of and assets held for sale at the lower of carrying amount or fair value less cost to sell. Based on current facts, estimates and assumptions, management believes that no assets are impaired at March 31, 2016. There is no assurance that management’s estimates and assumptions will not change in future periods. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses We expense research and development expenditures as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, benefits, facilities, research-related overhead, sponsored research costs, contracted services, license fees, and other external costs. Because the Company believes that, under its current process for developing its product, viability of the product is essentially concurrent with the establishment of technological feasibility, no costs have been capitalized to date. |
In Process Research and Development, Policy [Policy Text Block] | In-process Research and Development We record expense for in-process research and development projects acquired as asset acquisitions which have not reached technological feasibility and which have no alternative future use. For in-process research and development projects acquired in business combinations, the in-process research and development project is capitalized and evaluated for impairment until the development process has been completed. Once the development process has been completed the asset will be amortized over its remaining useful life. |
Accrued Clinical Expenses [Policy Text Block] | Accrued Clinical Expenses As part of our process of preparing the condensed |
Segment Reporting, Policy [Policy Text Block] | Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business in one operating segment. The Company operates in one geographic segment. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company provides deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes the impact of an uncertain tax position in the financial statements if that position is more likely than not of being sustained by the taxing authority. As of March 31, 2016, the Company had no unrecognized uncertain tax positions. |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation Stock-based compensation represents the cost related to stock-based awards granted to employees and others. The Company measures stock-based compensation cost to employees at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model. The Company recognizes compensation expense for non-employee stock option grants at the fair value of the goods or services received or the equity instruments issued, whichever is more reliably measurable. The Company recorded compensation expense for non-employee awards with graded vesting using the accelerated expense attribution method. The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of compensation expenses recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax benefit realized on the Company’s income tax return are recorded in additional paid-in capital if the tax benefit exceeds the deferred tax asset, or in the condensed |
Related Party Transactions [Policy Text Block] | Related Party Transactions The Company has entered into certain related party transactions with a vendor and two consultants in connection with its acquisition of Jade. The amounts recorded or paid are not material to the accompanying financial statements. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share Basic and diluted net loss per common share is based on the weighted-average number of shares outstanding common stock. March 31, March 31, Common stock warrants 1,981,736 637,980 Employee stock options 1,487,892 1,156,090 Total shares of common stock issuable 3,469,628 1,794,070 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of receivables and payables approximate their fair values due to the short-term nature of these financial instruments. As of March 31, 2016 and December 31, 2015, the fair value of the Company’s money market funds was $ 6,500,626 2,000,190 At March 31, 2016 and December 31, 2015, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company follows Accounting Standards Update (“ASU”) 2009-13, Multiple-Deliverable Revenue Arrangements, Revenue Recognition-Milestone Method, When evaluating multiple element arrangements, the Company considers whether the deliverables under the arrangement represent separate units of accounting. This evaluation requires subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have standalone value, based on the consideration of the relevant facts and circumstances for each arrangement. The consideration received is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria are applied to each of the separate units. The Company generally recognizes revenue attributed to the license on a straight-line basis over the Company’s contractual or estimated performance period, which is typically the term of the Company’s research and development obligations. If management cannot reasonably estimate when the Company’s performance obligation ends, then revenue is deferred until management can reasonably estimate when the performance obligation ends. The periods over which revenue should be recognized are subject to estimates by management and may change over the course of the research and development agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods. At the inception of arrangements that include milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. The Company has concluded that the clinical and development and regulatory milestones pursuant to its research and development arrangements are substantive. The Company aggregates its milestones into four categories: (i) clinical and development milestones, (ii) chemistry, manufacturing and control (“CMC”) validation, (iii) regulatory milestones, and (iv) commercial milestones. Clinical and development milestones are typically achieved when a product candidate advances into a defined phase of clinical research or completes such phase or when a contractually specified clinical trial enrollment target is attained. CMC validation milestones are typically achieved when the validation paperwork is finalized. Regulatory milestones are typically achieved upon acceptance of the submission for marketing approval of a product candidate or upon approval to market the product candidate by the FDA or other global regulatory authorities. For example, a milestone payment may be due to the Company upon the FDA’s acceptance of an NDA. Commercial milestones are typically achieved when an approved pharmaceutical product reaches certain defined levels of net sales by the licensee, such as when a product first achieves global sales or annual sales of a specified amount. Revenues from clinical and development, CMC and regulatory milestone payments, if the milestones are deemed substantive and the milestone payments are nonrefundable, are recognized upon successful accomplishment of the milestones. Revenues from commercial milestone payments are accounted for as royalties and are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. Payments or reimbursements resulting from the Company’s research and development efforts are recognized as the services are performed and are presented on a gross basis so long as there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the related receivable is reasonably assured. Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the balance sheet. The U.S. Department of Defense and the National Science Foundation have each committed to grant funds to Jade for specified ocular therapeutic research activities (together, the “U.S. Government Grants”) to be conducted through 2017, of which grants approximately $ 1.500 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | In computing diluted loss per share, no effect has been given to the shares of common stock issuable upon the conversion or exercise of the following dilutive securities as the Company’s net loss would make the effect anti-dilutive. March 31, March 31, Common stock warrants 1,981,736 637,980 Employee stock options 1,487,892 1,156,090 Total shares of common stock issuable 3,469,628 1,794,070 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at March 31, 2016 (unaudited) and December 31, 2015 consists of the following: March 31, December 31, Estimated Useful Life (Years) 2016 2015 Laboratory equipment 7 $ 14,661 $ 14,661 Computer equipment 3 183,563 182,914 Computer software 3 46,038 46,038 Furniture, fixtures and office equipment 5 24,480 24,480 268,742 268,093 Less accumulated depreciation 268,177 268,093 $ 565 $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: March 31, December Payroll and benefits $ 100,616 $ 652,609 Clinical trials 255,000 365,277 Consulting 35,700 18,500 Professional fees 179,349 59,352 Insurance 340,000 - Total accrued expenses $ 910,665 $ 1,095,738 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | At March 31, 2016, the following warrants were outstanding: Weighted Weighted Average Average Number of Exercise Remaining Awards Price Term in Years Outstanding at December 31, 2015 1,983,673 $ 9.18 5.07 Issued - $ - Exercised - $ - Forfeited (1,937) $ 9.18 Outstanding at March 31, 2016 1,981,736 $ 9.18 5.07 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Warrants Remaining Term Exercise Price 1,981,736 5.07 $ 9.18 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Share Based Compensation Option And Incentive Plan [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of stock option activity for the three months ended March 31, 2015 and 2016: Number of Options Weighted- Average Weighted-Average Three months ended March 31, 2015 Outstanding at beginning of year 752,372 $ 0.91 4.55 Granted 435,393 5.80 9.88 Exercised (23,075) $ 0.65 Expired (8,600) $ 0.65 Outstanding at end of period 1,156,090 $ 2.69 5.05 Exercisable at end of period 827,529 $ 2.46 6.87 Vested and expected to vest at end of period 827,529 $ 2.46 6.87 Number of Options Weighted- Average Weighted-Average Three months ended March 31, 2016 Outstanding at beginning of year 1,277,367 $ 2.75 4.94 Granted 210,525 2.91 9.91 Exercised - $ - Expired - $ - Outstanding at end of period 1,487,892 $ 2.80 5.48 Exercisable at end of period 975,881 $ 2.68 5.51 Vested and expected to vest at end of period 975,881 $ 2.68 5.51 |
Employee and Non Employee Service Share Based Compensation Allocation off Recognized Period Costs [Table Text Block] | The total stock-based compensation expense for employees and non-employees is included in the accompanying condensed Three Months Ended March 31, 2016 2015 Research and development $ 18,459 $ 174,586 General and administrative 94,901 309,954 $ 113,360 $ 484,540 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The purchase price allocation for Jade is preliminary pending completion of the fair value analysis of acquired assets and liabilities: Jade Current assets (1) $ 600,604 Intangible assets 2,702,314 Property, plant and equipment (net) 649 Accounts payable and other liabilities (393,801) Contingent consideration 1,210,000 Assumed liabilities (300,000) Total purchase price $ 3,819,766 (1) Current assets include cash, grants receivable 0.186 , $ 0.046 0.369 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table includes the pro forma results for the three months ended March 31, 2016 and 2015 of the combined companies as though the Jade Acquisition had been completed as of the beginning of the period presented. For the three months ended March 31, 2016 2015 Revenues $ 282,924 $ 151,051 Net income (loss) (2,374,993) (2,782,685) Net loss attributable to common stockholders (2,375,546) (11,009,870) |
Organization, Business (Details
Organization, Business (Details Textual) - USD ($) | Feb. 13, 2015 | Aug. 05, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | May. 06, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance Initial Public Offering | $ 0 | $ 4,099,500 | |||||
Debt Instrument, Convertible, Conversion Price | $ 4.20 | ||||||
Common Stock, Shares, Outstanding | 8,346,444 | 7,657,287 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 7,214,781 | $ 2,285,184 | $ 8,394,133 | $ 167,001 | |||
Retained Earnings (Accumulated Deficit) | $ (67,697,734) | $ (65,255,301) | |||||
Conversion of Stock, Description | preferred shares were convertedto common stock ata differentratio for each classof preferredshares for1.00 share of common stock. | ||||||
Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Capital Units, Authorized | 100,000,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 683,250 | ||||||
Sale of Stock, Price Per Share | $ 6 | ||||||
Proceeds from Issuance Initial Public Offering | $ 4,100,000 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 176,470 | ||||||
Proceeds from Issuance of Common Stock | $ 8,800,000 | ||||||
Underwritten Public Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,176,470 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,176,470 | ||||||
Shares Issued, Price Per Share | $ 8.50 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.62 | ||||||
Warrant Expiration Date | Aug. 5, 2020 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,469,628 | 1,794,070 |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,981,736 | 637,980 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,487,892 | 1,156,090 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents, Noncurrent | $ 30,000 | $ 20,000 |
Money Market Funds Fair Value | 6,500,626 | $ 2,000,190 |
Department Of Defence And National Science Foundation [Member] | ||
Revenue from Grants | $ 1,500,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 268,742 | $ 268,093 |
Less accumulated depreciation | 268,177 | 268,093 |
Property, Plant and Equipment, Net | 565 | 0 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 46,038 | 46,038 |
Property, Plant and Equipment, Useful Life | 3 years | |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14,661 | 14,661 |
Property, Plant and Equipment, Useful Life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 183,563 | 182,914 |
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture, Fixtures And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 24,480 | $ 24,480 |
Property, Plant and Equipment, Useful Life | 5 years |
Property and Equipment (Detai31
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 07, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 84 | $ 342 | ||
Property, Plant and Equipment, Net, Total | $ 565 | $ 0 | ||
Computer Equipment [Member] | Jade Therapeutics [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Net, Total | $ 649 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses [Line Items] | ||
Total accrued expenses | $ 910,665 | $ 1,095,738 |
Accrued Liabilities [Member] | ||
Accrued Expenses [Line Items] | ||
Payroll and benefits | 100,616 | 652,609 |
Clinical trials | 255,000 | 365,277 |
Consulting | 35,700 | 18,500 |
Professional fees | 179,349 | 59,352 |
Insurance | 340,000 | 0 |
Total accrued expenses | $ 910,665 | $ 1,095,738 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares, Outstanding | 8,346,444 | 7,657,287 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Awards, Outstanding at December 31, 2015 | 1,983,673 | |
Number of Awards, Issued | 0 | |
Number of Awards, Exercised | 0 | |
Number of Awards, Forfeited | (1,937) | |
Number of Awards, Outstanding at March 31, 2016 | 1,981,736 | 1,983,673 |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ 9.18 | |
Weighted Average Exercise Price, Issued | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited | 9.18 | |
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ 9.18 | $ 9.18 |
Weighted Average Remaining Term in Years, Outstanding | 5 years 25 days | 5 years 25 days |
Warrants (Details 1)
Warrants (Details 1) - Exercise Price One [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants | shares | 1,981,736 |
Remaining Term | 5 years 25 days |
Exercise Price | $ / shares | $ 9.18 |
Stockholder Notes Receivable (D
Stockholder Notes Receivable (Details Textual) - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2006 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 01, 2012 | |
Debt Instrument [Line Items] | |||||
Notes Receivable, Related Parties | $ 89,202 | $ 88,995 | |||
Commercial Paper [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes Issued | $ 195,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 0.93% | ||||
Debt Instrument, Maturity Date | Oct. 1, 2016 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - Equity Incentive Plan 2014 [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Outstanding beginning of year | 1,277,367 | 752,372 | 752,372 | |
Number of Options, Granted | 210,525 | 435,393 | ||
Number of Options, Exercised | 0 | (23,075) | ||
Number of Options, Expired | 0 | (8,600) | ||
Number of Options, Outstanding at end of period | 1,487,892 | 1,156,090 | 1,277,367 | 752,372 |
Number of Options, Exercisable at end of period | 975,881 | 827,529 | ||
Number of Options, Vested and expected to vest at end of period | 975,881 | 827,529 | ||
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 2.75 | $ 0.91 | $ 0.91 | |
Weighted- Average Exercise Price, Granted | 2.91 | 5.8 | ||
Weighted- Average Exercise Price, Exercised | 0 | 0.65 | ||
Weighted- Average Exercise Price, Expired | 0 | 0.65 | ||
Weighted- Average Exercise Price, Outstanding at end of period | 2.80 | 2.69 | $ 2.75 | $ 0.91 |
Weighted- Average Exercise Price, Exercisable at end of period | 2.68 | 2.46 | ||
Weighted- Average Exercise Price, Vested and expected to vest at end of period | $ 2.68 | $ 2.46 | ||
Weighted-Average Contractual Life (In Years), Outstanding | 5 years 5 months 23 days | 5 years 18 days | 4 years 11 months 8 days | 4 years 6 months 18 days |
Weighted-Average Contractual Life (In Years), Granted | 9 years 10 months 28 days | 9 years 10 months 17 days | ||
Weighted-Average Contractual Life (In Years), Exercisable at end of period | 5 years 6 months 4 days | 6 years 10 months 13 days | ||
Weighted-Average Contractual Life (In Years), Vested and expected to vest at end of period | 5 years 6 months 4 days | 6 years 10 months 13 days |
Equity Incentive Plan (Details
Equity Incentive Plan (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 113,360 | $ 484,540 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | 18,459 | 174,586 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 94,901 | $ 309,954 |
Equity Incentive Plan (Detail39
Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Jan. 25, 2016 | Feb. 24, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 29, 2016 | Mar. 07, 2016 | Jan. 31, 2016 | Dec. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,145,000 | $ 911,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | 3 years 7 months 17 days | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 1,562,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 375,747 | $ 443,807 | ||||||
Employee Stock Option [Member] | Jade Therapeutics [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 114,438 | |||||||
Employee Stock Option [Member] | Two Executive And Seven Members [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 48,300 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest 33% on the one-year anniversary of the grant date and the remainder ratably over a 24-month period | |||||||
Employee Stock Option [Member] | Two Executive [Member] | Jade Therapeutics [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 47,786 | |||||||
Equity Incentive Plan 2005 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 891,222 | |||||||
ESPP [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 70,567 | |||||||
2005 And 2014 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 209,761 | |||||||
2014 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,034,888 | 1,034,888 | ||||||
Excess Stock, Shares Authorized | 306,291 | |||||||
2014 Plan [Member] | Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest 25% on the grant date, 25% on the one-year anniversary of the grant date, and the remaining 50% in 24 monthly equal installments thereafter | |||||||
2014 Plan [Member] | Employee Stock Option [Member] | Two Executive And Seven Members [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 350,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | Jul. 09, 2015USD ($) | Jan. 31, 2012 | Mar. 31, 2016USD ($)ft² |
Commitments and Contingencies [Line Items] | |||
License Expiration Period | 12 years | ||
License Costs | $ 12,500 | ||
Licensor [Member] | |||
Commitments and Contingencies [Line Items] | |||
Area of Land | ft² | 4,516 | ||
Valeant Pharmaceuticals International Inc [Member] | Licensing Agreements [Member] | |||
Commitments and Contingencies [Line Items] | |||
Payments to Acquire Intangible Assets | $ 1,000,000 | ||
Proceeds from Sale of Intangible Assets | $ 32,500,000 |
Acquisitions (Details)
Acquisitions (Details) | Mar. 31, 2016USD ($) | |
Current assets | $ 600,604 | [1] |
Intangible assets | 2,702,314 | |
Property, plant and equipment (net) | 649 | |
Accounts payable and other liabilities | (393,801) | |
Contingent consideration | 1,210,000 | |
Assumed liabilities | (300,000) | |
Total purchase price | $ 3,819,766 | |
[1] | Current assets include cash, grants receivable and prepaid expenses of $0.186 million, $0.046 million and $0.369 million, respectively, related to the Jade Acquisition. |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 282,924 | $ 151,051 |
Net income (loss) | (2,374,993) | (2,782,685) |
Net loss attributable to common stockholders | $ (2,375,546) | $ (11,009,870) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 07, 2016 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (2,442,433) | $ (2,801,086) | |
Jade Therapeutics, Inc [Member] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 765,728 | ||
Percentage Of Common Stock Issued | 90.00% | ||
Percentage Of Common Stock To Be Issued | 10.00% | ||
Business Combination, Contingent Consideration, Liability | $ 2,164,451 | ||
Stock Issued During Period, Value, New Issues | $ 2,910,000 | ||
Business Acquisition, Share Price | $ 3.80 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 186,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 369,000 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (118,000) | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 46,000 | ||
Jade Therapeutics, Inc [Member] | Selling, General and Administrative Expenses [Member] | |||
Business Combination, Acquisition Related Costs | $ 234,000 |