Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 9,585,883 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and Cash Equivalents | $ 5,682,374 | $ 8,394,133 |
License Fee Receivable | 37,350 | 907,500 |
Prepaid Expenses and Other Current Assets | 527,016 | 122,395 |
Refundable Tax Credit Receivable | 16,009 | 25,086 |
Total Current Assets | 6,262,749 | 9,449,114 |
Non-Current Assets: | ||
Property and Equipment, Net | 42,576 | 0 |
Restricted Cash | 45,000 | 20,000 |
In-Process Research and Development | 4,212,314 | 0 |
Other Assets | 53,951 | 38,587 |
Total Non-Current Assets | 4,353,841 | 58,587 |
Total Assets | 10,616,590 | 9,507,701 |
Current Liabilities: | ||
Accounts Payable | 1,403,390 | 417,697 |
Accrued Expenses | 1,339,505 | 1,095,738 |
Deferred Revenue | 3,418,324 | 1,907,500 |
Total Current Liabilities | 6,161,219 | 3,420,935 |
Non-Current Liabilities: | ||
Contingent Consideration | 1,210,000 | 0 |
Total Liabilities | 7,371,219 | 3,420,935 |
Stockholders’ Equity: | ||
Common Stock, $0.01 par value: 100,000,000 shares authorized; 9,585,883 shares issued and outstanding at September 30, 2016, and 7,657,287 shares issued and outstanding at December 31, 2015 | 95,859 | 76,573 |
Preferred Stock, $0.01 par value, 10,000,000 shares authorized, 3,750 designated Series A, 1,226.25 shares issued and outstanding at September 30, 2016, and 0 shares issued and outstanding at December 31, 2015 | 12 | 0 |
Additional Paid-In Capital | 77,991,557 | 71,209,530 |
Accumulated Deficit | (74,897,677) | (65,255,301) |
Stockholder Note Receivable | (58,824) | (58,824) |
Accumulated Other Comprehensive Income | 114,444 | 114,788 |
Total Stockholders’ Equity | 3,245,371 | 6,086,766 |
Total Liabilities and Stockholders’ Equity | $ 10,616,590 | $ 9,507,701 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 9,585,883 | 7,657,287 |
Common Stock, Shares, Outstanding | 9,585,883 | 7,657,287 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1,226.25 | 0 |
Preferred Stock, Shares Outstanding | 1,226.25 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock Designated Shares | 3,750 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Collaboration Revenue | $ 274,289 | $ 0 | $ 508,889 | $ 0 |
Operating Expenses: | ||||
Research and Development | 2,449,445 | 407,571 | 5,844,951 | 1,333,118 |
General and Administrative | 1,201,804 | 946,180 | 4,309,737 | 2,668,513 |
Total Operating Expenses | 3,651,249 | 1,353,751 | 10,154,688 | 4,001,631 |
Other Income (Expense), Net: | ||||
Interest Income | 298 | 202 | 3,423 | 621 |
Interest Expense | 0 | 0 | 0 | (1,920,146) |
Change in Warrant Liability | 0 | 0 | 0 | 223,172 |
Other Income (Expense) | 0 | (1,987) | 0 | 9 |
Total Other Income (Expense), Net | 298 | (1,785) | 3,423 | (1,696,344) |
Net Loss | (3,376,662) | (1,355,536) | (9,642,376) | (5,697,975) |
Deemed Dividend on Preferred Stock | 0 | 0 | 0 | (8,222,008) |
Net Income Attributable to Non-Controlling Interests | 0 | 0 | 0 | (5,177) |
Net Loss Attributable to Common Stockholders | $ (3,376,662) | $ (1,355,536) | $ (9,642,376) | $ (13,925,160) |
Net Loss per Common Share - Basic and Diluted | $ (0.36) | $ (0.19) | $ (1.13) | $ (2.46) |
Weighted-Average Shares Outstanding - Basic and Diluted | 9,269,535 | 7,161,777 | 8,499,709 | 5,661,153 |
Net Loss Attributable to Common Stockholders | $ (3,376,662) | $ (1,355,536) | $ (9,642,376) | $ (5,697,975) |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 715 | (6,741) | (344) | 74,572 |
Comprehensive Loss | (3,375,947) | (1,362,277) | (9,642,720) | (5,623,403) |
Less: Net Loss Attributable to Non-Controlling Interests | 0 | 0 | 0 | (5,177) |
Less: Other Comprehensive Income Attributable to Non-Controlling Interests | 0 | 0 | 0 | 32,967 |
Comprehensive Income Attributable to Non-Controlling Interests | 0 | 0 | 0 | 27,790 |
Comprehensive Loss Attributable to Common Stockholders | $ (3,375,947) | $ (1,362,277) | $ (9,642,720) | $ (5,595,613) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 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] | Series A Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2015 | $ 6,086,766 | $ 76,573 | $ 0 | $ 71,209,530 | $ (58,824) | $ 114,788 | $ (65,255,301) | $ 0 |
Balance (in shares) at Dec. 31, 2015 | 7,657,287 | 0 | 0 | |||||
Stock-Based Compensation | 390,469 | 390,469 | ||||||
Shares Issued to Jade Therapeutics, Inc. Stockholders at Acquisition | 2,909,766 | $ 6,891 | $ 291,536 | 2,611,339 | ||||
Shares Issued to Jade Therapeutics, Inc. Stockholders at Acquisition (in shares) | 689,157 | 76,571 | ||||||
Issuance of Holdback Shares from the Jade Acquisition | 0 | $ 227 | $ (86,329) | 86,102 | ||||
Issuance of Holdback Shares from the Jade Acquisition (in shares) | 22,674 | (22,674) | ||||||
Forfeiture of Holdback Shares from the Jade Acquisition | 0 | $ (205,207) | 205,207 | |||||
Forfeiture of Holdback Shares from the Jade Acquisition (in shares) | (53,897) | |||||||
Issuance of Common Stock in Offering, Net of Offering Costs | 668,437 | $ 4,410 | 664,027 | |||||
Issuance of Common Stock in Offering, Net of Offering Costs (in shares) | 441,000 | |||||||
Issuance of Series A Preferred Stock, Net of Offering Costs | 2,776,447 | 2,776,419 | $ 28 | |||||
Issuance of Series A Preferred Stock, Net of Offering Costs (in shares) | 2,777 | |||||||
Conversion of Series A Preferred Stock | 0 | $ 6,890 | (6,874) | $ (16) | ||||
Conversion of Series A Preferred Stock (in shares) | 689,000 | (1,551) | ||||||
Exercise of Common Stock Options | 56,206 | $ 868 | 55,338 | |||||
Exercise of Common Stock Options (in shares) | 86,765 | |||||||
Foreign Currency Translation Adjustment | (344) | (344) | ||||||
Net Loss Attributable to Common Stockholders | (9,642,376) | (9,642,376) | ||||||
Balance at Sep. 30, 2016 | $ 3,245,371 | $ 95,859 | $ 0 | $ 77,991,557 | $ (58,824) | $ 114,444 | $ (74,897,677) | $ 12 |
Balance (in shares) at Sep. 30, 2016 | 9,585,883 | 0 | 1,226 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities: | ||
Net Loss | $ (9,642,376) | $ (5,697,975) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 649 | 1,026 |
Non-Cash Interest Expense Charge on Beneficial Conversion Feature of Notes | 0 | 1,663,873 |
Non-Cash Interest Expense Relating to Debt Discount | 0 | 244,111 |
Fair Value Adjustment on Common Stock Warrants | 0 | (223,172) |
Stock-Based Compensation | 390,469 | 1,144,856 |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses and Other Current Assets | (35,748) | (57,481) |
Refundable Tax Credit Receivable | 9,786 | 1,062 |
License Fee Receivable | 2,378,635 | 1,000,000 |
Other Assets | (15,364) | 189 |
Accounts Payable | 704,912 | (407,819) |
Deferred Revenue | 48,324 | 0 |
Accrued Expenses | (200,829) | (579,179) |
Net Cash Used in Operating Activities | (6,361,542) | (2,910,509) |
Investing Activities: | ||
Equipment Purchased Under Capital Lease | (11,000) | 0 |
Acquisition of Jade (Net of Cash Acquired) | 185,746 | 0 |
Restricted Cash | (25,000) | (20,000) |
Net Cash Provided by (Used in) Investing Activities | 149,746 | (20,000) |
Financing Activities: | ||
Proceeds from Public Stock Offering | 3,768,698 | 14,101,260 |
Exercise of Common Stock Options | 56,206 | 18,543 |
Offering Costs | (323,814) | (1,479,202) |
Grant Refund | 0 | (32,628) |
Net Cash Provided by Financing Activities | 3,501,090 | 12,607,973 |
Effect of Exchange Rate Changes on Cash | (1,053) | 74,938 |
Net (Decrease) Increase in Cash | (2,711,759) | 9,752,402 |
Cash, Beginning of Period | 8,394,133 | 167,001 |
Cash, End of Period | 5,682,374 | 9,919,403 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Conversion of Non-Controlling Interests to Common Stock | 0 | 6,818,732 |
Conversion of Preferred Stock into Common Stock | 6,890 | 36,408,666 |
Exercise of Common Stock 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 Common Stock to Acquire Jade Therapeutics, Inc. | 2,909,766 | 0 |
Contingent Liability in Connection with Jade Acquisition | 1,210,000 | 0 |
Property and Equipment Acquired Under Capital Lease | $ 31,576 | $ 0 |
Organization, Business
Organization, Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Organization, Business EyeGate Pharmaceuticals, Inc. (“EyeGate”, the “Company” or “we”) a Delaware corporation, began operations in December 2004 and is a clinical-stage specialty pharmaceutical company that is focused on developing and commercializing products for treating diseases and disorders of the eye. EyeGate’s first product in clinical trials incorporates a reformulated topically active corticosteroid, dexamethasone phosphate, EGP-437, that is delivered into the ocular tissues though our proprietary iontophoresis drug delivery system, the EyeGate® II Delivery System. The Company is developing the EyeGate® II Delivery System and EGP-437 combination product (together, the “EGP-437 Product”) for the treatment of various inflammatory conditions of the eye, including anterior uveitis, a debilitating form of intraocular inflammation of the anterior portion of the uvea, such as the iris and/or ciliary body, post-cataract surgery inflammation and pain, and macular edema, an abnormal thickening of the macula associated with the accumulation of excess fluids in the retina. 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 On February 13, 2015, the Company completed an underwritten initial public offering (the “IPO”) for 683,250 2.7 preferred stock were converted to shares of Common Stock at a different ratio for each class of preferred stock for 1.00 share of Common Stock. 1,176,470 1,176,470 8.8 August 5, 2020 176,470 441,000 1,234,000 3.4 December 30, 2021 See As of September 30, 2016, there were 9,585,883 0.01 0.01 Effective July 31, 2015, the Company’s Common Stock began trading on the Nasdaq Capital Market under the symbol “EYEG”. 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 September 30, 2016, EyeGate had Cash and Cash Equivalents of $ 5,682,374 74,897,677 100,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. and Jade (since the date of the Jade Acquisition), collectively referred to as “the Company”. All intercompany balances and transactions have been eliminated in consolidation. These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or eliminated. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the annual financial statements of the Company as of and for the year ended December 31, 2015. The accompanying Condensed Consolidated Financial Statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of Company 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 U.S. GAAP 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. The Company makes significant estimates and assumptions in recording the accruals for our clinical trial and research activities, establishing the 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 monitors and regularly assesses these estimates, actual results could differ significantly from these estimates. The Company records changes in estimates in the period that we become aware of the change. 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 a Cash Equivalent for the purpose of the Condensed Consolidated 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 September 30, 2016 and December 31, 2015, the Company had classified $ 45,000 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. Company management makes significant estimates and assumptions regarding future revenues, milestones, cost trends, productivity and market developments in order to test for impairment. Company 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, Company management believes that no assets are impaired at September 30, 2016. There is no assurance that Company management’s estimates and assumptions will not change in future periods. The Company expenses research and development (“R&D”) expenditures as incurred. R&D expenses are comprised of costs incurred in performing R&D 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 products, the viability of the products is essentially concurrent with the establishment of technological feasibility, no costs have been capitalized to date. The Company records in-process R&D projects acquired as asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project and periodically evaluates this asset for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. As part of the Company’s process of preparing the Condensed Consolidated Financial Statements, we estimate accrued clinical expenses. This process includes reviewing open contracts and purchase orders, communicating with applicable personnel to identify services that have been performed on the Company’s behalf, and estimating the level of service performed and the associated costs incurred for the service when we have not yet been invoiced or otherwise notified of actual expenditures. The majority of the Company’s service providers invoice monthly in arrears for services performed. The Company estimates its accrued clinical expenses as of each balance sheet date in the Condensed Consolidated Financial Statements based on facts and circumstances we know at that time. The Company periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. The Company identifies operating segments as components of the 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 as fully integrated and operating in one business segment, and the Company operates in one geographic segment. The Company will record a deferred income tax asset and liability for the expected future income tax consequences of events that have been recognized in the Company’s Condensed Consolidated Financial Statements and income tax returns. The Company will record a deferred income tax asset and liability based on differences between the financial statement carrying, or “book”, amounts of assets and liabilities, and the tax bases of the assets and liabilities using the enacted income tax regulations in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred income tax asset will be recorded if, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. As of September 30, 2016, the Company had no deferred income tax asset or liability on its Condensed Consolidated Financial Statements. The Company recognizes the impact of an uncertain income tax position in the financial statements if we believe that the position is more likely than not to be sustained by the relevant taxing authority. As of September 30, 2016, the Company had no unrecognized uncertain income 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 the 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. In applying the Black-Sholes valuation model, prior to July 1, 2016 the Company estimated the volatility factor in the valuation calculation by using the historic stock volatility of a group of peer public companies. Effective July 1, 2016, the Company determined that the prior methodology for measuring the volatility of its Common Stock was no longer the best estimate of volatility, and the Company will instead measure volatility using its own Common Stock volatility. The Company believes that the public market for its Common Stock is the best measure to use as an input in the option pricing model. All future grants of stock options will use the Company’s historic Common Stock volatility. The Company will record a deferred income tax asset for any stock-based award that results in a deduction on the Company’s income tax return, based on the amount of compensation expense recognized multiplied by the Company’s statutory income tax rate in the jurisdiction in which it will receive the deduction for compensation expense. Differences between the deferred income tax asset recognized for financial reporting purposes and the actual income tax benefit realized on the Company’s income tax return will be recorded in additional paid-in capital on the Condensed Consolidated Balance Sheets if the income tax benefit exceeds the deferred income tax asset, or in the Condensed Consolidated Statements of Operations if the deferred income tax asset exceeds the income tax benefit and no additional paid-in capital exists from previous awards. As of September 30, 2016, there are no such differences that are recorded in the Company’s Condensed Consolidated Financial Statements. The Company has entered into certain related-party transactions, making payments for services to one vendor, eight consultants and a public university, all of whom also are stockholders of the Company. These transactions generally are ones that involve a shareholder or optionholder of the Company to whom we also make payments during the quarter, typically as a consultant or a service provider. The amounts recorded or paid are not material to the accompanying Condensed Consolidated Financial Statements. The computation of Net Loss per Common Share Basic and Diluted, is based on the weighted-average number of shares outstanding Common Stock. September 30, September 30, 2016 2015 (unaudited) (unaudited) Preferred Stock 545,000 - Common Stock Warrants 2,852,736 1,807,203 Employee Stock Options 1,533,311 1,255,010 Total Shares of Common Stock Issuable 4,931,047 3,062,213 The carrying amounts of Accounts Receivable and Accounts Payable approximate their fair values due to the short-term nature of these items. As of September 30, 2016 and December 31, 2015, the fair value of the Company’s money market funds and contingent consideration 2,000,838 $ 1,210,000 7,200,450 $ 0 At September 30, 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, Company management considers whether the deliverables under the arrangement represent separate units of accounting. This evaluation requires subjective determinations and requires Company management to make judgments about individual deliverables, including whether such deliverable is separable from the other aspects of the contractual relationship. In determining a unit of accounting, Company management evaluates certain criteria, including whether the deliverable has standalone value, based on the consideration of the relevant facts and circumstances for each arrangement. The consideration received is allocated among each separate unit of accounting using the relative selling price method, and the applicable revenue recognition criteria is applied to each separate unit. The Company generally recognizes revenue attributable to a license on a straight-line basis over the Company’s contractual or estimated performance period, which is typically the term of the Company’s R&D obligation. If Company management cannot reasonably estimate when the Company’s performance obligation ends, then revenue is deferred until Company 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 R&D 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, Company management 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. Company management 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 milestones pursuant to its R&D arrangements are substantive. The Company aggregates its milestones into four categories: (i) clinical and development milestones, (ii) the chemistry, manufacturing and controls (“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. Revenue 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 R&D activities 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 on the Balance Sheet. On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”), through which we granted to Valeant an exclusive, worldwide commercial and manufacturing right to the Company’s EGP-437 Product in the field of anterior uveitis, as well as a right of last negotiation to license our EGP-437 Product for indications other than anterior uveitis (the “Valeant Agreement”). There are four principal R&D milestones under the Valeant Agreement: (i) the Phase 3 Clinical Trial, (ii) the Endothelial Cell Count Safety Trial (a trial to determine that treatment has not adversely affected a patient’s corneal endothelial cell density), (iii) the CMC Validation, and (iv) the New Drug Application, or “NDA”, filing with the FDA (collectively, the “Four Milestones”, and each individually, a “Milestone”). Under the Valeant Agreement, Valeant paid to the Company an initial upfront payment, and we are eligible to receive certain other payments, upon and subject to the achievement of certain specified development and commercial progress of the EGP-437 Product for the treatment of anterior uveitis. The Company received the initial up-front payment in 2015, which it recorded as Deferred Revenue on its Condensed Consolidated Balance Sheet, and later in 2015 began receiving certain additional payments, based on R&D progress, to continue over several years. The Company receives payments both when it crosses certain thresholds on the way to each Milestone (each, a “Progress Payment”), as well as once it achieves each Milestone. The Company is entitled to retain all of these payments. The Company defers each Progress Payment, capitalizes each payment on its Condensed Consolidated Balance Sheet as Deferred Revenue, and recognizes these payments in the aggregate as Revenue once it achieves the Milestone to which the Progress Payment relates. The Company recognizes the initial upfront payment as Revenue ratably as it completes each of the Four Milestones, the amount recognized being the total upfront payment times the percentage represented by the proportionate share of fair value of each Milestone relative to the total fair value of all Milestones. Accordingly, the Deferred Revenue account on the Condensed Consolidated Balance Sheet is reduced as Revenue is recognized in the Condensed Consolidated Statement of Operations. The Company expects to begin recognizing Revenue with respect to the Valeant Agreement Progress Payments in 2017. The Company receives government grant funds from two sources: the U.S. Department of Defense (“DoD”) and the National Science Foundation (“NSF”). The Company is paid by the DoD after it performs specified, agreed-upon research, and it records these grant funds as Revenue as it performs the research. The Company is paid by the NSF before it performs specified, agreed-upon research. We record these NSF funds on our Condensed Consolidated Balance Sheet as Deferred Revenue when invoiced, and recognize these amounts as Revenue ratably as the research is performed, typically over a six-month period. The DoD and NSF 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 $ 1.028 In March 2016, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-09, CompensationStock Compensation (Topic 718) In February 2016, the FASB issued ASU No. 2016-02, Leases see In August 2014, the FASB issued ASU 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40) In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most recent current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for certain incremental costs of obtaining a contract, and costs to fulfill a contract with a customer. Entities have the option of applying either a full retrospective approach to all periods presented, or a modified approach that reflects differences prior to the date of adoption as an adjustment to equity. In April 2015, the FASB deferred the effective date of this guidance until January 1, 2018. The Company is not early adopting this standard. The Company’s sole revenue activities currently relate to the Valeant Agreement and its U.S. Government Grants, and based upon its initial review, the Company does not expect the new standard to have a financial effect on its financial statements and related disclosures; however, the Company is currently evaluating in depth the effect that the new guidance will have on its financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property and Equipment Property and equipment at September 30, 2016 (unaudited) and December 31, 2015 consists of the following: Estimated Useful September 30, December 31, Life (Years) 2016 2015 Laboratory Equipment 7 $ - $ 14,661 Computer Equipment 3 - 182,914 Computer Software 3 - 46,038 Furniture, Fixtures and Office Equipment 5 - 24,480 Leased Equipment 3 42,576 - 42,576 268,093 Less: Accumulated Depreciation - 268,093 $ 42,576 $ - Depreciation expense was $ 649 1,026 649 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accrued Expenses Accrued expenses consist of the following: September 30, 2016 December 31, (unaudited) 2015 Payroll and Benefits $ 229,515 $ 652,609 Clinical Trials 967,282 365,277 Consulting 7,000 18,500 Professional Fees 104,132 59,352 Capital Lease 31,576 - Total Accrued Expenses $ 1,339,505 $ 1,095,738 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5. Debt The Company has no indebtedness other than trade and accounts payable and capital lease obligations in the ordinary course of business. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. Capital Stock On May 24, 2016, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”), to create an at the market equity program under which the Company can from time to time offer and sell up to 1,319,289 On June 27, 2016, in connection with the issuance of 2,776.5 shares of Series A Preferred Stock in the Company’s registered direct offering, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock with the Delaware Secretary of State. Each share of Series A Preferred Stock has a stated value of $ 1,000 2.25 0.01 • senior to all of the Company’s Common Stock to the extent of its liquidation preference of $ 0.01 • senior to any class or series of the Company’s capital stock hereafter created specifically ranking by its terms junior to the Series A Preferred Stock to the extent of its liquidation preference of $ 0.01 • senior to all of the Company’s outstanding warrants; and • on parity to any class or series of the Company’s capital stock hereafter created specifically ranking by its terms on parity with the Series A Preferred Stock. On June 30, 2016, the Company completed a registered direct offering of 441,000 1,234,000 123.75 55,000 3.4 3.50 837,500 33,500 1,427 634,000 At each of September 30, 2016 and December 31, 2015, the Company had 100,000,000 100,000,000 0.01 9,585,883 7,657,287 10,000,000 10,000,000 0.01 3,750 0 545,000 . |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 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 5.32 Issued 871,000 1 3.50 2 4.74 Forfeited (1,937) 9.18 4.82 Outstanding at September 30, 2016 2,852,736 $ 7.45 4.59 1 Consists of 1,742,000 837,500 33,500 2 Warrant exercise price for a full share of Common Stock. Each warrant issued is for the purchase of one-half of a share of Common Stock. All of the warrant agreements provide for a cashless exercise, whereby the number of warrants to be issued will be reduced by the number of shares which could be purchased from the proceeds of the exercise of the respective warrant. The outstanding warrants expire from 2016 through 2021. |
Stockholder Notes Receivable
Stockholder Notes Receivable | 9 Months Ended |
Sep. 30, 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 As of September 30, 2016 and December 31, 2015, principal of $ 58,824 58,824 89,616 88,995 |
Equity Incentive Plan
Equity Incentive Plan | 9 Months Ended |
Sep. 30, 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 adopted the 2014 Equity Incentive Plan (the “2014 Plan”), and the Employee Stock Purchase Plan the (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 Weighted-Average Weighted-Average Contractual Life Number of Options Exercise Price (In Years) Nine Months Ended September 30, 2015 Outstanding at Beginning of Year 752,372 $ 0.91 4.55 Granted 535,393 4.14 9.38 Exercised (24,155) 0.65 Expired (8,600) 0.65 Outstanding at End of Period 1,255,010 $ 2.76 5.00 Exercisable at End of Period 870,810 $ 2.89 5.27 Vested and Expected to Vest at End of Period 870,810 $ 2.89 5.27 Weighted-Average Weighted-Average Contractual Life Number of Options Exercise Price (In Years) Nine Months Ended September 30, 2016 Outstanding at Beginning of Year 1,277,367 $ 2.75 4.94 Granted 355,071 2.81 9.50 Exercised (86,765) 0.65 Forfeited (12,362) 3.93 Outstanding at End of Period 1,533,311 $ 2.91 6.44 Exercisable at End of Period 907,445 $ 2.84 4.09 Vested and Expected to Vest at End of Period 1,533,311 $ 2.91 6.44 On February 24, 2015, the Board approved the issuance of 350,000 During the year ended December 31, 2015, and the six months ended June 30, 2016, the Company estimated the volatility of its Common Stock based on the average of published volatilities contained in the most recent audited financial statements of other SEC reporting companies in industries similar to that of the Company. Effective July 1, 2016, the Company determined that the prior methodology for measuring the volatility of its Common Stock was no longer the best estimate of volatility and the Company will measure volatility using its Common Stock volatility. The Company believes that the public market for its Common Stock is the best measure to use as an input in the option pricing model. All future grants of stock options will use the Company’s historic Common Stock volatility. In the first quarter of 2016, the Board approved the grant of options to purchase 210,524 41,732 102,815 Nine Months Ended September 30, 2016 2015 Research and Development $ 35,692 $ 189,625 General and Administrative 354,777 955,231 $ 390,469 $ 1,144,856 The fair value of options granted for the nine months ended September 30, 2016 and September 30, 2015 was approximately $ 720,000 1,597,000 1,209,000 900,000 2.35 3.13 597,000 86,765 207,000 127,000 At September 30, 2016, there were options to purchase 70,076 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. Commitments and Contingencies Leases The Company is a party to a real property operating lease for the rental of office space in Waltham, Massachusetts of up to 4,516 2,300 See The Company is a party to two equipment capital lease agreements, one for a three-year term and one for a two-year term, for the use of scientific instruments in its Salt Lake City laboratory. License Agreements The Company is a party to four license agreements. The Company is a licensee under one license agreement that grants to it the exclusive worldwide right to commercialize the technology related to its proprietary iontophoresis drug delivery system. The Company is a licensor to Valeant Pharmaceuticals, Incorporated (“Valeant”), granting to Valeant the exclusive worldwide rights to commercialize the EGP-437 Product to treat anterior uveitis, as described below. The Company is a licensee under an agreement relating to its EyeGate OBG product technology, granting to the Company the exclusive worldwide right to commercialize the locally-administered polymer-based product technologies for ophthalmic treatments in humans. Finally, the Company is a party to a license agreement that grants to it the exclusive worldwide right to commercialize certain Non-Anticoagulant Sulfated Hyaluronan Oligosaccharides (“NASH”) technology. Three of the four license agreements require the Company to pay royalties to the licensor based on Revenue related to the licensed technology, and the agreement with Valeant requires Valeant to pay royalties to the Company based on revenue related to the licensed technology. On February 15, 1999, the Company entered in to an exclusive worldwide license agreement with the University of Miami School of Medicine to license technology relating to the Company’s EyeGate® II Delivery System. This agreement, which was amended in December 2005, requires the Company to pay to the University of Miami an annual license fee of $ 12,500 12 On September 12, 2013, Jade entered into an agreement with BioTime, Inc. granting to it the exclusive worldwide right to commercialize cross-linked thiolated carboxymethyl hyaluronic acid (“CMHA-S”) for ophthalmic treatments in humans. The agreement calls for a license issue fee paid to BioTime of $ 50,000 On July 9, 2015, the Company entered into an exclusive worldwide licensing agreement with a subsidiary of Valeant through which EyeGate has granted Valeant exclusive, worldwide commercial and manufacturing rights to its EGP-437 Product in the field of anterior uveitis, as well as a right of last negotiation to license the EGP-437 Product for other indications. Under the agreement, Valeant paid the Company an upfront payment of $ 1.0 32.5 On June 17, 2016, the Company entered into an exclusive worldwide license agreement with the University of Utah Research Foundation to further the commercial development of the NASH technology, together with alkylated HA. The agreement calls for payments due to the University of Utah, consisting of a license grant fee of $ 15,000 5,000 20,000 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2016 and 2015. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 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, a privately-held company developing locally-administered, polymer-based products designed to treat 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 10 232,457 2,164,451 1,210,000 2.910 3.80 205,207 Jade Current Assets 1 $ 600,604 Intangible Asset (In-Process R&D) 4,212,314 Property, Plant and Equipment, Net 649 Accounts Payable and Other Liabilities (393,801) Contingent Consideration (face value $2,164,451) (1,210,000) Assumed Liabilities (300,000) Total Purchase Price $ 2,909,766 1 Current Assets include cash, grants receivable and prepaid expenses of $ 0.186 0.046 0.369 During 2016, the Company finalized its purchase price allocation during the measurement period relating to certain assets acquired and liabilities assumed in the Jade Acquisition. As a result, for the nine months ended September 30, 2016, the Company adjusted the purchase price for Jade by increasing In-Process R&D by $ 0.300 0.300 Net Loss in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2016 includes net losses of Jade from the date of acquisition to September 30, 2016 of $ 0.384 3 Pro Forma Disclosure for Jade Acquisition For the nine months ended September 30, 2016 2015 Revenues $ 791,813 $ 425,792 Net Loss (9,574,936) (5,791,778) Net Loss Attributable to Common Stockholders (9,575,489) (5,689,416) 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 | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries, EyeGate Pharma S.A.S. and Jade (since the date of the Jade Acquisition), collectively referred to as “the Company”. All intercompany balances and transactions have been eliminated in consolidation. These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or eliminated. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the annual financial statements of the Company as of and for the year ended December 31, 2015. |
Unaudited Interim Financial Information [Policy Text Block] | Unaudited Interim Financial Information The accompanying Condensed Consolidated Financial Statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of Company 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 U.S. GAAP 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. The Company makes significant estimates and assumptions in recording the accruals for our clinical trial and research activities, establishing the 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 monitors and regularly assesses these estimates, actual results could differ significantly from these estimates. The Company records changes in estimates in the period that we become aware of the change. |
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 a Cash Equivalent for the purpose of the Condensed Consolidated 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 September 30, 2016 and December 31, 2015, the Company had classified $ 45,000 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. Company management makes significant estimates and assumptions regarding future revenues, milestones, cost trends, productivity and market developments in order to test for impairment. Company 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, Company management believes that no assets are impaired at September 30, 2016. There is no assurance that Company management’s estimates and assumptions will not change in future periods. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses The Company expenses research and development (“R&D”) expenditures as incurred. R&D expenses are comprised of costs incurred in performing R&D 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 products, the viability of the products 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 The Company records in-process R&D projects acquired as asset acquisitions that have not reached technological feasibility and which have no alternative future use. For in-process R&D projects acquired in business combinations, the Company capitalizes the in-process R&D project and periodically evaluates this asset for impairment until the R&D process has been completed. Once the R&D process is complete, the Company amortizes the R&D asset over its remaining useful life. |
Accrued Clinical Expenses [Policy Text Block] | Accrued Clinical Expenses As part of the Company’s process of preparing the Condensed Consolidated Financial Statements, we estimate accrued clinical expenses. This process includes reviewing open contracts and purchase orders, communicating with applicable personnel to identify services that have been performed on the Company’s behalf, and estimating the level of service performed and the associated costs incurred for the service when we have not yet been invoiced or otherwise notified of actual expenditures. The majority of the Company’s service providers invoice monthly in arrears for services performed. The Company estimates its accrued clinical expenses as of each balance sheet date in the Condensed Consolidated Financial Statements based on facts and circumstances we know at that time. The Company periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. |
Segment Reporting, Policy [Policy Text Block] | Business Segment and Geographical Information The Company identifies operating segments as components of the 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 as fully integrated and operating in one business segment, and the Company operates in one geographic segment. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company will record a deferred income tax asset and liability for the expected future income tax consequences of events that have been recognized in the Company’s Condensed Consolidated Financial Statements and income tax returns. The Company will record a deferred income tax asset and liability based on differences between the financial statement carrying, or “book”, amounts of assets and liabilities, and the tax bases of the assets and liabilities using the enacted income tax regulations in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred income tax asset will be recorded if, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. As of September 30, 2016, the Company had no deferred income tax asset or liability on its Condensed Consolidated Financial Statements. The Company recognizes the impact of an uncertain income tax position in the financial statements if we believe that the position is more likely than not to be sustained by the relevant taxing authority. As of September 30, 2016, the Company had no unrecognized uncertain income 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 the 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. In applying the Black-Sholes valuation model, prior to July 1, 2016 the Company estimated the volatility factor in the valuation calculation by using the historic stock volatility of a group of peer public companies. Effective July 1, 2016, the Company determined that the prior methodology for measuring the volatility of its Common Stock was no longer the best estimate of volatility, and the Company will instead measure volatility using its own Common Stock volatility. The Company believes that the public market for its Common Stock is the best measure to use as an input in the option pricing model. All future grants of stock options will use the Company’s historic Common Stock volatility. The Company will record a deferred income tax asset for any stock-based award that results in a deduction on the Company’s income tax return, based on the amount of compensation expense recognized multiplied by the Company’s statutory income tax rate in the jurisdiction in which it will receive the deduction for compensation expense. Differences between the deferred income tax asset recognized for financial reporting purposes and the actual income tax benefit realized on the Company’s income tax return will be recorded in additional paid-in capital on the Condensed Consolidated Balance Sheets if the income tax benefit exceeds the deferred income tax asset, or in the Condensed Consolidated Statements of Operations if the deferred income tax asset exceeds the income tax benefit and no additional paid-in capital exists from previous awards. As of September 30, 2016, there are no such differences that are recorded in the Company’s Condensed Consolidated Financial Statements. |
Related Party Transactions [Policy Text Block] | Related-Party Transactions The Company has entered into certain related-party transactions, making payments for services to one vendor, eight consultants and a public university, all of whom also are stockholders of the Company. These transactions generally are ones that involve a shareholder or optionholder of the Company to whom we also make payments during the quarter, typically as a consultant or a service provider. The amounts recorded or paid are not material to the accompanying Condensed Consolidated Financial Statements. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share Basic and Diluted The computation of Net Loss per Common Share Basic and Diluted, is based on the weighted-average number of shares outstanding Common Stock. September 30, September 30, 2016 2015 (unaudited) (unaudited) Preferred Stock 545,000 - Common Stock Warrants 2,852,736 1,807,203 Employee Stock Options 1,533,311 1,255,010 Total Shares of Common Stock Issuable 4,931,047 3,062,213 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of Accounts Receivable and Accounts Payable approximate their fair values due to the short-term nature of these items. As of September 30, 2016 and December 31, 2015, the fair value of the Company’s money market funds and contingent consideration 2,000,838 $ 1,210,000 7,200,450 $ 0 At September 30, 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, Company management considers whether the deliverables under the arrangement represent separate units of accounting. This evaluation requires subjective determinations and requires Company management to make judgments about individual deliverables, including whether such deliverable is separable from the other aspects of the contractual relationship. In determining a unit of accounting, Company management evaluates certain criteria, including whether the deliverable has standalone value, based on the consideration of the relevant facts and circumstances for each arrangement. The consideration received is allocated among each separate unit of accounting using the relative selling price method, and the applicable revenue recognition criteria is applied to each separate unit. The Company generally recognizes revenue attributable to a license on a straight-line basis over the Company’s contractual or estimated performance period, which is typically the term of the Company’s R&D obligation. If Company management cannot reasonably estimate when the Company’s performance obligation ends, then revenue is deferred until Company 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 R&D 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, Company management 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. Company management 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 milestones pursuant to its R&D arrangements are substantive. The Company aggregates its milestones into four categories: (i) clinical and development milestones, (ii) the chemistry, manufacturing and controls (“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. Revenue 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 R&D activities 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 on the Balance Sheet. On July 9, 2015, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant Pharmaceuticals International, Inc. (“Valeant”), through which we granted to Valeant an exclusive, worldwide commercial and manufacturing right to the Company’s EGP-437 Product in the field of anterior uveitis, as well as a right of last negotiation to license our EGP-437 Product for indications other than anterior uveitis (the “Valeant Agreement”). There are four principal R&D milestones under the Valeant Agreement: (i) the Phase 3 Clinical Trial, (ii) the Endothelial Cell Count Safety Trial (a trial to determine that treatment has not adversely affected a patient’s corneal endothelial cell density), (iii) the CMC Validation, and (iv) the New Drug Application, or “NDA”, filing with the FDA (collectively, the “Four Milestones”, and each individually, a “Milestone”). Under the Valeant Agreement, Valeant paid to the Company an initial upfront payment, and we are eligible to receive certain other payments, upon and subject to the achievement of certain specified development and commercial progress of the EGP-437 Product for the treatment of anterior uveitis. The Company received the initial up-front payment in 2015, which it recorded as Deferred Revenue on its Condensed Consolidated Balance Sheet, and later in 2015 began receiving certain additional payments, based on R&D progress, to continue over several years. The Company receives payments both when it crosses certain thresholds on the way to each Milestone (each, a “Progress Payment”), as well as once it achieves each Milestone. The Company is entitled to retain all of these payments. The Company defers each Progress Payment, capitalizes each payment on its Condensed Consolidated Balance Sheet as Deferred Revenue, and recognizes these payments in the aggregate as Revenue once it achieves the Milestone to which the Progress Payment relates. The Company recognizes the initial upfront payment as Revenue ratably as it completes each of the Four Milestones, the amount recognized being the total upfront payment times the percentage represented by the proportionate share of fair value of each Milestone relative to the total fair value of all Milestones. Accordingly, the Deferred Revenue account on the Condensed Consolidated Balance Sheet is reduced as Revenue is recognized in the Condensed Consolidated Statement of Operations. The Company expects to begin recognizing Revenue with respect to the Valeant Agreement Progress Payments in 2017. The Company receives government grant funds from two sources: the U.S. Department of Defense (“DoD”) and the National Science Foundation (“NSF”). The Company is paid by the DoD after it performs specified, agreed-upon research, and it records these grant funds as Revenue as it performs the research. The Company is paid by the NSF before it performs specified, agreed-upon research. We record these NSF funds on our Condensed Consolidated Balance Sheet as Deferred Revenue when invoiced, and recognize these amounts as Revenue ratably as the research is performed, typically over a six-month period. The DoD and NSF 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 $ 1.028 |
New Accounting Pronouncements, Policy [Policy Text Block] | In March 2016, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-09, CompensationStock Compensation (Topic 718) In February 2016, the FASB issued ASU No. 2016-02, Leases see In August 2014, the FASB issued ASU 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40) In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most recent current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for certain incremental costs of obtaining a contract, and costs to fulfill a contract with a customer. Entities have the option of applying either a full retrospective approach to all periods presented, or a modified approach that reflects differences prior to the date of adoption as an adjustment to equity. In April 2015, the FASB deferred the effective date of this guidance until January 1, 2018. The Company is not early adopting this standard. The Company’s sole revenue activities currently relate to the Valeant Agreement and its U.S. Government Grants, and based upon its initial review, the Company does not expect the new standard to have a financial effect on its financial statements and related disclosures; however, the Company is currently evaluating in depth the effect that the new guidance will have on its financial statements and related disclosures. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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. September 30, September 30, 2016 2015 (unaudited) (unaudited) Preferred Stock 545,000 - Common Stock Warrants 2,852,736 1,807,203 Employee Stock Options 1,533,311 1,255,010 Total Shares of Common Stock Issuable 4,931,047 3,062,213 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at September 30, 2016 (unaudited) and December 31, 2015 consists of the following: Estimated Useful September 30, December 31, Life (Years) 2016 2015 Laboratory Equipment 7 $ - $ 14,661 Computer Equipment 3 - 182,914 Computer Software 3 - 46,038 Furniture, Fixtures and Office Equipment 5 - 24,480 Leased Equipment 3 42,576 - 42,576 268,093 Less: Accumulated Depreciation - 268,093 $ 42,576 $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: September 30, 2016 December 31, (unaudited) 2015 Payroll and Benefits $ 229,515 $ 652,609 Clinical Trials 967,282 365,277 Consulting 7,000 18,500 Professional Fees 104,132 59,352 Capital Lease 31,576 - Total Accrued Expenses $ 1,339,505 $ 1,095,738 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | At September 30, 2016, the following warrants to purchase Common Stock 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 5.32 Issued 871,000 1 3.50 2 4.74 Forfeited (1,937) 9.18 4.82 Outstanding at September 30, 2016 2,852,736 $ 7.45 4.59 1 Consists of 1,742,000 837,500 33,500 2 Warrant exercise price for a full share of Common Stock. Each warrant issued is for the purchase of one-half of a share of Common Stock. |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 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 under the 2005 Plan, the 2014 Plan and the ESPP for the nine months ended September 30, 2016 and 2015: Weighted-Average Weighted-Average Contractual Life Number of Options Exercise Price (In Years) Nine Months Ended September 30, 2015 Outstanding at Beginning of Year 752,372 $ 0.91 4.55 Granted 535,393 4.14 9.38 Exercised (24,155) 0.65 Expired (8,600) 0.65 Outstanding at End of Period 1,255,010 $ 2.76 5.00 Exercisable at End of Period 870,810 $ 2.89 5.27 Vested and Expected to Vest at End of Period 870,810 $ 2.89 5.27 Weighted-Average Weighted-Average Contractual Life Number of Options Exercise Price (In Years) Nine Months Ended September 30, 2016 Outstanding at Beginning of Year 1,277,367 $ 2.75 4.94 Granted 355,071 2.81 9.50 Exercised (86,765) 0.65 Forfeited (12,362) 3.93 Outstanding at End of Period 1,533,311 $ 2.91 6.44 Exercisable at End of Period 907,445 $ 2.84 4.09 Vested and Expected to Vest at End of Period 1,533,311 $ 2.91 6.44 |
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 Consolidated Statements of Operations and as follows: Nine Months Ended September 30, 2016 2015 Research and Development $ 35,692 $ 189,625 General and Administrative 354,777 955,231 $ 390,469 $ 1,144,856 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the final purchase price allocation and the 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 Asset (In-Process R&D) 4,212,314 Property, Plant and Equipment, Net 649 Accounts Payable and Other Liabilities (393,801) Contingent Consideration (face value $2,164,451) (1,210,000) Assumed Liabilities (300,000) Total Purchase Price $ 2,909,766 1 Current Assets include cash, grants receivable and prepaid expenses of $ 0.186 0.046 0.369 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table includes the unaudited pro forma results for the nine months ended September 30, 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 nine months ended September 30, 2016 2015 Revenues $ 791,813 $ 425,792 Net Loss (9,574,936) (5,791,778) Net Loss Attributable to Common Stockholders (9,575,489) (5,689,416) |
Organization, Business (Details
Organization, Business (Details Textual) - USD ($) | Feb. 13, 2015 | Jun. 30, 2016 | Jun. 27, 2016 | May 24, 2016 | Aug. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | May 06, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,319,289 | |||||||||
Common Stock, Shares, Outstanding | 9,585,883 | 7,657,287 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||||||
Cash and Cash Equivalents, at Carrying Value | $ 5,682,374 | $ 9,919,403 | $ 8,394,133 | $ 167,001 | ||||||
Retained Earnings (Accumulated Deficit) | (74,897,677) | $ (65,255,301) | ||||||||
Proceeds from Issuance of Common Stock | $ 3,768,698 | $ 14,101,260 | ||||||||
Conversion of Stock, Description | preferred stock were converted to shares of Common Stock at a different ratio for each class of preferred stock for 1.00 share of Common Stock. | |||||||||
Warrant Expiration Date | Dec. 30, 2021 | |||||||||
Capital Units, Authorized | 100,000,000 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,234,000 | |||||||||
Proceeds from Issuance or Sale of Equity | $ 3,400,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||||||
Preferred Stock, Shares Outstanding | 1,226.25 | 0 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,776.5 | 2,776.5 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||||||
Preferred Stock, Shares Outstanding | 1,226.25 | |||||||||
Common Stock [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 441,000 | 441,000 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 634,000 | |||||||||
IPO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 683,250 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 2,700,000 | |||||||||
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 | |||||||||
Warrant Expiration Date | Aug. 5, 2020 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,931,047 | 3,062,213 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 545,000 | 0 |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,852,736 | 1,807,203 |
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 | 1,533,311 | 1,255,010 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents, Noncurrent | $ 45,000 | $ 20,000 |
Money Market Funds Fair Value | 2,000,838 | 7,200,450 |
Contingent Consideration Funds Fair Value | 1,210,000 | $ 0 |
Department Of Defence And National Science Foundation [Member] | ||
Revenue from Grants | $ 1,028,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 42,576 | $ 268,093 |
Less accumulated depreciation | 0 | 268,093 |
Property, Plant and Equipment, Net | 42,576 | 0 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | 46,038 |
Property, Plant and Equipment, Useful Life | 3 years | |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | 14,661 |
Property, Plant and Equipment, Useful Life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | 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 | $ 0 | 24,480 |
Property, Plant and Equipment, Useful Life | 5 years | |
Lease Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 42,576 | $ 0 |
Property, Plant and Equipment, Useful Life | 3 years |
Property and Equipment (Detai31
Property and Equipment (Details Textual) - USD ($) | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 07, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 649 | $ 1,026 | ||
Property, Plant and Equipment, Net | $ 42,576 | $ 0 | ||
Computer Equipment [Member] | Jade Therapeutics [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Net | $ 649 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Expenses [Line Items] | ||
Payroll and Benefits | $ 229,515 | $ 652,609 |
Clinical Trials | 967,282 | 365,277 |
Consulting | 7,000 | 18,500 |
Professional Fees | 104,132 | 59,352 |
Capital Lease | 31,576 | 0 |
Total Accrued Expenses | $ 1,339,505 | $ 1,095,738 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 27, 2016 | May 24, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Stock, Shares, Outstanding | 9,585,883 | 9,585,883 | 7,657,287 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Stock Issued During Period, Value, New Issues | $ 668,437 | |||||
Preferred Stock, Shares Issued | 1,226.25 | 1,226.25 | 0 | |||
Preferred Stock, Shares Outstanding | 1,226.25 | 1,226.25 | 0 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,234,000 | |||||
Proceeds from Issuance or Sale of Equity | $ 3,400,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.50 | |||||
Common Stock, Other Shares, Outstanding | 545,000 | 545,000 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 1,319,289 | |||||
Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 837,500 | |||||
Sales Agent [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 33,500 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 441,000 | 441,000 | ||||
Stock Issued During Period, Value, New Issues | $ 4,410 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 55,000 | 689,000 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 634,000 | 634,000 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Stock Issued During Period, Shares, New Issues | 2,776.5 | 2,776.5 | ||||
Stock Issued During Period, Value, New Issues | $ 2,776.5 | |||||
Preferred Stock, Shares Outstanding | 1,226.25 | 1,226.25 | ||||
Shares Issued, Price Per Share | $ 1,000 | |||||
Preferred Stock Conversion Price Per Share | $ 2.25 | |||||
Convertible Preferred Stock, Terms of Conversion | a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of the Company’s shares of Common Stock then issued and outstanding, which may be increased to 9.99% in certain circumstances. | |||||
Conversion of Stock, Shares Converted | 123.75 | 1,427 | ||||
Preferred Stock Designated Shares | 3,750 | 3,750 | 0 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 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 | [1] | 871,000 | |
Number of Awards, Forfeited | (1,937) | ||
Outstanding at September 30, 2016 | 2,852,736 | 1,983,673 | |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ 9.18 | ||
Weighted Average Exercise Price, Issued | [2] | 3.5 | |
Weighted Average Exercise Price, Forfeited | 9.18 | ||
Outstanding at September 30, 2016 | $ 7.45 | $ 9.18 | |
Weighted Average Remaining Term in Years, Outstanding | 4 years 7 months 2 days | 5 years 3 months 25 days | |
Weighted Average Remaining Term in Years, Issued | 4 years 8 months 26 days | ||
Weighted Average Remaining Term in Years, Forfeited | 4 years 9 months 25 days | ||
[1] | Consists of 1,742,000 warrants to purchase 837,500 shares of Common Stock issued to the investor, and 33,500 shares issued to the Sales Agent, in connection with the Company’s registered direct offering on June 30, 2016. | ||
[2] | Warrant exercise price for a full share of Common Stock. Each warrant issued is for the purchase of one-half of a share of Common Stock. |
Warrants (Details Textual)
Warrants (Details Textual) | 1 Months Ended |
Jun. 30, 2016shares | |
Class Of Warrant Or Right Number Of Warrant Issued | 1,742,000 |
Investor [Member] | |
Stock Issued During Period, Shares, New Issues | 837,500 |
Sales Agent [Member] | |
Stock Issued During Period, Shares, New Issues | 33,500 |
Stockholder Notes Receivable (D
Stockholder Notes Receivable (Details Textual) - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2006 | Sep. 30, 2016 | Dec. 31, 2015 | Oct. 01, 2012 | |
Debt Instrument [Line Items] | |||||
Notes Receivable, Related Parties | $ 58,824 | $ 58,824 | |||
Interest Receivable | $ 89,616 | $ 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 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 | 355,071 | 535,393 | ||
Number of Options, Exercised | (86,765) | (24,155) | ||
Number of Options, Expired/Forfeited | (12,362) | (8,600) | ||
Number of Options, Outstanding at end of period | 1,533,311 | 1,255,010 | 1,277,367 | 752,372 |
Number of Options, Exercisable at end of period | 907,445 | 870,810 | ||
Number of Options, Vested and expected to vest at end of period | 1,533,311 | 870,810 | ||
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 2.75 | $ 0.91 | $ 0.91 | |
Weighted- Average Exercise Price, Granted | 2.81 | 4.14 | ||
Weighted- Average Exercise Price, Exercised | 0.65 | 0.65 | ||
Weighted- Average Exercise Price, Expired/Forfeited | 3.93 | 0.65 | ||
Weighted- Average Exercise Price, Outstanding at end of period | 2.91 | 2.76 | $ 2.75 | $ 0.91 |
Weighted- Average Exercise Price, Exercisable at end of period | 2.84 | 2.89 | ||
Weighted- Average Exercise Price, Vested and expected to vest at end of period | $ 2.91 | $ 2.89 | ||
Weighted-Average Contractual Life (In Years), Outstanding | 6 years 5 months 8 days | 5 years | 4 years 11 months 8 days | 4 years 6 months 18 days |
Weighted-Average Contractual Life (In Years), Granted | 9 years 6 months | 9 years 4 months 17 days | ||
Weighted-Average Contractual Life (In Years), Exercisable at end of period | 4 years 1 month 2 days | 5 years 3 months 7 days | ||
Weighted-Average Contractual Life (In Years), Vested and expected to vest at end of period | 6 years 5 months 8 days | 5 years 3 months 7 days |
Equity Incentive Plan (Details
Equity Incentive Plan (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 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 | $ 390,469 | $ 1,144,856 |
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 | 35,692 | 189,625 |
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 | $ 354,777 | $ 955,231 |
Equity Incentive Plan (Detail39
Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Feb. 24, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Feb. 24, 2015 | 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 | $ 1,209,000 | $ 900,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 6 days | 3 years 1 month 17 days | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 597,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 207,000 | $ 127,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 720,000 | $ 1,597,000 | ||||||
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 | 102,815 | 41,732 | 210,524 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period | |||||||
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 | |||||||
Equity Incentive Plan 2014 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 86,765 | 24,155 | ||||||
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 | 70,076 | |||||||
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 ($) | Sep. 12, 2013USD ($) | Jun. 17, 2016USD ($) | Feb. 15, 1999USD ($) | Sep. 30, 2016ft² | Jul. 06, 2016ft² |
Commitments and Contingencies [Line Items] | ||||||
Area of Land | ft² | 2,300 | |||||
License Expiration Period | 12 years | |||||
License Costs | $ 50,000 | $ 15,000 | $ 12,500 | |||
First Capital Lease Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease Expiration Period | 3 years | |||||
Second Capital Lease Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Lease Expiration Period | 2 years | |||||
Minimum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
License Costs | 5,000 | |||||
Maximum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
License Costs | $ 20,000 | |||||
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) | Sep. 30, 2016USD ($) | |
Current Assets | $ 600,604 | [1] |
Intangible Asset (In-Process R&D) | 4,212,314 | |
Property, Plant and Equipment, Net | 649 | |
Accounts Payable and Other Liabilities | (393,801) | |
Contingent Consideration (face value $2,164,451) | (1,210,000) | |
Assumed Liabilities | (300,000) | |
Total Purchase Price | $ 2,909,766 | |
[1] | Current Assets include cash, grants receivable and prepaid expenses of $0.186 million, $0.046 million and $0.369 million, respectively, related to the Jade Acquisition. |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | $ 791,813 | $ 425,792 |
Net Loss | (9,574,936) | (5,791,778) |
Net Loss Attributable to Common Stockholders | $ (9,575,489) | $ (5,689,416) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Mar. 07, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Stock Issued During Period, Value, New Issues | $ 668,437 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (3,376,662) | $ (1,355,536) | (9,642,376) | $ (5,697,975) | |
Forfeiture of Holdback Shares from the Jade Acquisition Value | 0 | ||||
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 | $ 2,164,451 | |||
Stock Issued During Period, Value, New Issues | $ 2,910,000 | ||||
Business Acquisition, Share Price | $ 3.80 | $ 3.80 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 186,000 | $ 186,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 369,000 | 369,000 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ 384,000 | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Business Combination, Acquisition Related Costs | $ 300,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 46,000 | 46,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 232,457 | 232,457 | |||
Business Combination Contigent Consideration | 1,210,000 | ||||
Forfeiture of Holdback Shares from the Jade Acquisition Value | $ 205,207 | ||||
Jade Therapeutics, Inc [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Combination,increase decrease in Liability | $ 300,000 |