Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EYEGATE PHARMACEUTICALS INC | ||
Entity Central Index Key | 1,372,514 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 23,185,377 | ||
Trading Symbol | EYEG | ||
Entity Common Stock, Shares Outstanding | 10,234,883 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and Cash Equivalents | $ 3,635,224 | $ 8,394,133 |
License and Grant Fees Receivable | 37,349 | 907,500 |
Prepaid Expenses and Other Current Assets | 464,981 | 122,395 |
Current Portion of Refundable Tax Credit Receivable | 16,484 | 25,086 |
Total Current Assets | 4,154,038 | 9,449,114 |
Property and Equipment, Net | 38,040 | 0 |
Restricted Cash | 45,000 | 20,000 |
Goodwill and In-Process R&D | 5,438,210 | 0 |
Non-Current Assets: | ||
Other Assets | 55,314 | 38,587 |
Total Assets | 9,730,602 | 9,507,701 |
Current Liabilities: | ||
Accounts Payable | 1,412,128 | 417,697 |
Accrued Expenses | 1,670,930 | 1,095,738 |
Deferred Revenue | 4,225,000 | 1,907,500 |
Total Current Liabilities | 7,308,058 | 3,420,935 |
Non-Current Liabilities: | ||
Contingent Consideration | 1,210,000 | 0 |
Deferred Tax Liability | 1,525,896 | 0 |
Long-Term Portion of Capital Lease Obligation | 16,069 | 0 |
Total Non-Current Liabilities | 2,751,965 | 0 |
Total Liabilities | 10,060,023 | 3,420,935 |
Commitments and Contingencies (Note 11) | ||
Stockholders’ (Deficit) Equity: | ||
Preferred Stock, $0.01 Par Value: 9,997,223 and 10,000,000 Shares Authorized at December 31, 2015 and 2016, respectively; 0 Shares Issued and Outstanding at December 31, 2016 and 2015 | 0 | 0 |
Common Stock, $0.01 Par Value: 100,000,000 Shares Authorized; 10,130,883 Shares Issued and Outstanding at December 31, 2016 and 7,657,287 Shares Issued and Outstanding at December 31, 2015 | 101,309 | 76,573 |
Additional Paid-In Capital | 78,106,645 | 71,209,530 |
Accumulated Deficit | (78,598,738) | (65,255,301) |
Stockholders’ Notes Receivable | (58,824) | (58,824) |
Accumulated Other Comprehensive Income | 120,187 | 114,788 |
Total Stockholders’ (Deficit) Equity | (329,421) | 6,086,766 |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 9,730,602 | $ 9,507,701 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 10,130,883 | 7,657,287 |
Common Stock, Shares, Outstanding | 10,130,883 | 7,657,287 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 9,997,223 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Collaboration Revenue | $ 669,259 | $ 0 |
Operating Expenses: | ||
Research and Development | 8,422,542 | 2,717,110 |
General and Administrative | 5,593,563 | 3,960,498 |
Total Operating Expenses | 14,016,105 | 6,677,608 |
Other Income (Expense), Net: | ||
Interest Income | 3,684 | 947 |
Change in Fair Value of Warrant Liability | 0 | 223,172 |
Interest Expense | (275) | (1,934,493) |
Other Income, Net | 0 | 10 |
Total Other Income (Expense), Net | 3,409 | (1,710,364) |
Net Loss | (13,343,437) | (8,387,972) |
Deemed Dividend on Preferred Stock | 0 | (8,222,008) |
Less: Net Loss Attributable to Non-Controlling Interests | 0 | (5,177) |
Net Loss Attributable to Common Stockholders | $ (13,343,437) | $ (16,615,157) |
Net Loss per Common Share - Basic and Diluted | $ (1.51) | $ (2.70) |
Weighted Average Shares Outstanding - Basic and Diluted | 8,833,898 | 6,164,064 |
Net Loss | $ (13,343,437) | $ (8,387,972) |
Other Comprehensive Loss: | ||
Foreign Currency Translation Adjustments | 5,399 | 91,211 |
Comprehensive Loss | (13,338,038) | (8,296,761) |
Net Loss Attributable to Non-Controlling Interest | 0 | (5,177) |
Other Comprehensive Income Attributable to Non-Controlling Interests | 0 | 32,967 |
Comprehensive Income Attributable to Non-Controlling Interests | 0 | 27,790 |
Comprehensive Loss Attributable to Common Stockholders | $ (13,338,038) | $ (8,268,971) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK NON-CONTROLLING INTERESTS AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | Noncontrolling Interest [Member] | Total Convertible Preferred Stock and Non-Controlling Interests [Member] | 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] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2014 | $ (46,806,801) | $ 6,780,588 | $ 43,189,254 | $ 2,018 | $ 10,055,613 | $ (58,824) | $ 56,544 | $ (56,862,152) | $ 254,525 | $ 6,926,180 | $ 5,745,127 | $ 23,482,834 | ||
Balance (in shares) at Dec. 31, 2014 | 201,787 | 2,483,692 | 8,073,508 | 3,351,156 | 19,557,392 | |||||||||
Stock-Based Compensation | 780,293 | 780,293 | ||||||||||||
Issuance of Common Stock in Offering, Net of Offering Costs | 4,099,500 | $ 6,833 | 4,092,667 | |||||||||||
Issuance of Common Stock in Offering, Net of Offering Costs (in shares) | 683,250 | |||||||||||||
Expenses related to initial public offering | (1,373,858) | (1,373,858) | ||||||||||||
Asset valuation adjustment at Jade Therapeutics acquisition | (1,254,338) | (1,254,338) | ||||||||||||
Conversion of Series A Preferred Stock | 36,408,666 | (36,408,666) | $ 45,678 | 36,362,988 | $ (254,525) | $ (6,926,180) | $ (5,745,127) | $ (23,482,834) | ||||||
Conversion of Series A Preferred Stock (in shares) | 4,567,782 | (2,483,692) | (8,073,508) | (3,351,156) | (19,557,392) | |||||||||
Conversion of promissory notes to common stock at $4.20 per share | 3,532,694 | $ 8,660 | 3,524,034 | |||||||||||
Conversion of promissory notes to common stock at $4.20 per share (in shares) | 866,056 | |||||||||||||
Beneficial conversion feature on conversion of Notes upon the IPO | 1,663,873 | 1,663,873 | ||||||||||||
Exercise of Common Stock Options | 26,826 | $ 268 | 26,558 | |||||||||||
Exercise of Common Stock Options (in shares) | 26,799 | |||||||||||||
Exercise of common warrants upon initial public offering | 0 | $ 97 | (97) | |||||||||||
Exercise of common warrants upon initial public offering (in shares) | 9,748 | |||||||||||||
Conversion of Non-Controlling Interest to Common Stock | 6,818,732 | (6,818,732) | (6,818,732) | 6,818,732 | ||||||||||
Reclassification of previously issued warrant liability to stockholders' equity | 79,930 | 79,930 | ||||||||||||
Issuance of restricted stock | 444,394 | $ 1,254 | 443,140 | |||||||||||
Issuance of restricted stock (in shares) | 125,412 | |||||||||||||
Adjustment for Fractional Shares | (17) | |||||||||||||
Issuance of Common Stock in Offering, Net of Offering Costs | 10,001,760 | $ 11,765 | 9,989,995 | |||||||||||
Issuance of Common Stock in Offering, Net of Offering Costs (in shares) | 1,176,470 | |||||||||||||
Foreign Currency Translation Adjustment | 58,244 | 32,967 | 32,967 | 58,244 | ||||||||||
Net Loss Attributable to Common Stockholders | (16,615,157) | 5,177 | 5,177 | (8,393,149) | ||||||||||
Balance at Dec. 31, 2015 | 6,086,766 | $ 0 | $ 0 | $ 76,573 | $ 0 | 71,209,530 | (58,824) | 114,788 | (65,255,301) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Dec. 31, 2015 | 7,657,287 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Stock-Based Compensation | 510,995 | 510,995 | ||||||||||||
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 | $ 12,340 | (12,312) | $ (28) | ||||||||||
Conversion of Series A Preferred Stock (in shares) | 1,234,000 | (2,777) | ||||||||||||
Exercise of Common Stock Options | 56,206 | $ 868 | 55,338 | |||||||||||
Exercise of Common Stock Options (in shares) | 86,765 | |||||||||||||
Foreign Currency Translation Adjustment | 5,399 | 5,399 | ||||||||||||
Net Loss Attributable to Common Stockholders | (13,343,437) | (13,343,437) | ||||||||||||
Balance at Dec. 31, 2016 | $ (329,421) | $ 101,309 | $ 0 | $ 78,106,645 | $ (58,824) | $ 120,187 | $ (78,598,738) | $ 0 | ||||||
Balance (in shares) at Dec. 31, 2016 | 10,130,883 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CON6
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK NON-CONTROLLING INTERESTS AND STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Common Stock, Par or Stated Value Per Share | $ 0.01 |
Conversion of Stock Conversion Price Per Share | 6 |
Debt Instrument, Convertible, Conversion Price | $ 4.20 |
Preferred Stock Dividends and Other Adjustments | $ | $ 8,222,008 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities: | ||
Net Loss | $ (13,343,437) | $ (8,387,972) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 5,185 | 1,257 |
Non-Cash Interest Expense Charge on Beneficial Conversion Feature of Notes | 0 | 1,663,873 |
Non-Cash Interest Expense Related to Debt Discount | 0 | 244,111 |
Stock-Based Compensation | 510,995 | 1,224,687 |
Fair Value Adjustment on Common Stock Warrants | 0 | (223,172) |
Changes in Operating Assets and Liabilities: | ||
License Fee Receivable | 3,233,636 | (907,500) |
Prepaid Expenses and Other Current Assets | 26,287 | (95,952) |
Refundable Tax Credit Receivable | 7,703 | (2,357) |
Other Assets | (16,727) | (1,148) |
Accounts Payable | 712,795 | (148,250) |
Deferred Revenue | 0 | 1,907,500 |
Accrued Expenses | 450,383 | 265,754 |
Net Cash Used in Operating Activities | (8,413,180) | (4,459,169) |
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: | ||
Exercise of Common Stock Options | 56,206 | 26,826 |
Proceeds from Public Offerings | 3,768,698 | 14,101,260 |
Offering Costs | (323,814) | (1,479,202) |
Equipment Financing Payments | (2,863) | 0 |
Payments of Grants Payable | 0 | (32,628) |
Net Cash Provided by Financing Activities | 3,498,227 | 12,616,256 |
Effect of Exchange Rate Changes on Cash | 6,298 | 90,045 |
Net (Decrease) Increase in Cash | (4,758,909) | 8,227,132 |
Cash, Beginning of Year | 8,394,133 | 167,001 |
Cash, End of Year | 3,635,224 | 8,394,133 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
Conversion of Non-Controlling Interests to Common Stock | 0 | 6,818,732 |
Conversion of Preferred Stock into Common Stock | 2,776,419 | 36,408,666 |
Exercise of Common Warrants | 0 | 97 |
Conversion of Promissory Notes and Accrued Interest into Common Stock | 0 | 3,532,694 |
Deemed Dividend on Conversion of Preferred Stock | 0 | 8,222,008 |
Application of Deferred Offering Costs on IPO | 0 | 1,148,994 |
Warrant Liability Reclassified to Stockholders’ Equity | 0 | 79,930 |
Issuance of 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 | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Organization, Business EyeGate Pharmaceuticals, Inc. (“EyeGate” or the “Company”) a Delaware corporation, began operations in December 2004 and is a clinical-stage specialty pharmaceutical company that is focused on developing and commercializing 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 shares of Common Stock. The net proceeds to the Company from the IPO, after deducting the underwriting discounts, commissions, and offering expenses, were approximately $2.7 million. Shares of the Company’s Common Stock began trading on the OTCQB Venture Marketplace under the symbol “EYEG” on February 13, 2015, and the IPO was closed on February 19, 2015. Immediately prior to the IPO, in related transactions, the Company converted all outstanding notes payable into shares of Common Stock, and all shares of its convertible preferred stock into shares of Common Stock. The various classes of shares of 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. On August 5, 2015, the Company closed an underwritten follow-on public offering of 1,176,470 shares of its Common Stock, and warrants to purchase 1,176,470 shares of its Common Stock. The net proceeds to the Company from this follow-on offering, after deducting underwriting discounts, commissions, and offering expenses, were approximately $8.8 million. The warrants are immediately exercisable, and expire on August 5, 2020. At the closing of this follow-on offering, the Company also issued and sold additional warrants to purchase up to 176,470 shares of Common Stock in connection with the full exercise of the underwriters’ over-allotment option to purchase additional warrants. On June 30, 2016, the Company completed a subsequent registered direct offering of 441,000 shares of Common Stock and 2,776.5 shares of Series A Preferred Stock (convertible into 1,234,000 shares of Common Stock), along with a concurrent private placement of warrants to purchase Common Stock. The total net proceeds to the Company from this subsequent offering, after deducting the placement agent fees and offering expenses, were approximately $3.4 million. The warrants are initially exercisable on December 30, 2016, and expire on December 30, 2021. See As of December 31, 2016, there were 10,130,883 shares of Common Stock outstanding, $0.01 par value, and no shares of Series A Preferred Stock outstanding, $0.01 par value. 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 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 December 31, 2016, EyeGate had Cash and Cash Equivalents of $3,635,224, and an Accumulated Deficit of $78,598,738. EyeGate has incurred losses and negative cash flows since inception, and future losses are anticipated. The Company anticipates having sufficient cash to fund planned operations for approximately five months, however, the acceleration or reduction of cash outflows by Company management can significantly impact the timing for raising additional capital to complete development of its products. To continue development, EyeGate will need to raise additional capital through equity financing, license agreements, and/or additional U.S. government grants. Although the Company successfully completed its IPO, a follow-on offering, and a registered direct offering, additional capital may not be available on terms favorable to EyeGate, if at all. On May 6, 2016, the SEC declared effective EyeGate’s registration statement on Form S-3, registering a total of $100,000,000 of its securities for sale to the public from time to time in what is known as a “shelf offering”. The Company does not know if any future offerings pursuant to its shelf registration statement will succeed. Accordingly, no assurances can be given that Company management will succeed in these endeavors. The Company’s recurring losses from operations have caused management to determine there is substantial doubt about the Company’s ability to continue as a going concern. The Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Corrected Goodwill and Deferred Tax Liability The Company has determined that goodwill and a related deferred tax liability previously reported in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 were understated due to the inadvertent use of the deferred tax liability to offset deferred tax assets on the intangibles acquired in the Jade Transaction in March 2016, resulting in a reduced valuation allowance against its net deferred tax assets. The intangible assets estimated life will be determined and amortization will commence when the underlying technology is approved by the FDA for commercialization. As a result, goodwill and the deferred tax liability reported were understated by $1.526 million for the three months ended March 31, 2016 for the three and six months ended June 30, 2016 and for the three and nine months ended September 30, 2016, respectively. This matter did not have an impact on stockholders’ equity (deficit), statement of operations or net loss per share and cash flows for the three months ended March 31, 2016, for the three and six months ended June 30, 2016, and for the three and nine months ended September 30, 2016. The Company did not amend the respective Form 10-Q’s as management determined the errors to be immaterial. Basis of Presentation and Principles of Consolidation The accompanying 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 inter-company balances and transactions have been eliminated in consolidation. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 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 it becomes aware of the change. Foreign Currency Translation Operations of EyeGate Pharma S.A.S. are conducted in euros which represent its functional currency. Balance sheet accounts of such subsidiary were translated into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated to the average rate of exchange prevailing during the period. Translation adjustments resulting from this process, are included in accumulated other comprehensive loss on the Consolidated Balance Sheets. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with maturity of 90 days or less when acquired that are not restricted as to withdrawal, to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents, which were nominal in amount, consisted of money market accounts that are readily convertible to cash. As of December 31, 2016 and 2015, the Company has classified $45,000 and $20,000 as restricted cash, respectively. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful life of 3 to 7 years for all assets. Maintenance and repair costs are expensed as incurred. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable, and recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. Impairment of Long-Lived Assets The Company evaluates potential impairment of long-lived assets and long-lived assets to be disposed of and considers whether long-lived assets held for use have been impaired whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Management makes significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity in order to test for impairment. Management reports those long-lived assets to be disposed of and assets held for sale at the lower of carrying amount or fair value less cost to sell. Based on current facts, estimates and assumptions, management believes that no assets are impaired at December 31, 2016. There is no assurance that management’s estimates and assumptions will not change in future periods. 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, expenses related to generating, filing, and maintaining intellectual property 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. Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill at December 31, 2016 was $1,525,896, which solely consists of the goodwill acquired in the acquisition of Jade ( see Goodwill is not amortized and is tested for impairment on an annual basis in the fourth quarter of each fiscal year and whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed qualitative impairment evaluations on its goodwill as of December 31, 2016 and determined that there were no indications that goodwill was impaired. 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. At December 31, 2016, the Company had recorded $3,912,314 as in-process R&D in connection with the Jade Acquisition as part of goodwill and in-process R&D. Accrued Clinical Expenses As part of our process of preparing the Consolidated Financial Statements, the Company is required to estimate its accrued expenses. This process includes reviewing open contracts and purchase orders, communicating with its applicable personnel to identify services that have been performed on its behalf and estimating the level of service performed and the associated costs incurred for the service when the Company has not yet been invoiced or otherwise notified of actual costs. The majority of the Company’s service providers invoice monthly in arrears for services performed. The Company makes estimates of its accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at the time. The Company periodically confirms the accuracy of these estimates with the service providers and makes adjustments if necessary. 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 (research and development), and the Company operates in one geographic segment. 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 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 December 31, 2016 and 2015, substantially all of the Company’s net deferred income tax assets were subject to a full valuation allowance. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. As of December 31, 2016, the Company had no unrecognized uncertain income tax positions. Refundable Tax Credits for Research and Development EyeGate Pharma is entitled to receive refundable tax credits associated with its research and development expenses in France. These tax credits can be realized, upon request of the Company, in the form of a cash payment or credits against tax liabilities. As a result of the 2015 Protecting Americans from Tax Hikes (“PATH”) Act, the Company is evaluating whether it qualifies under the PATH Act to utilize the payroll tax offset in 2017. The Company records the refundable tax credit as income in the year in which the research and development expenses are incurred. Concentration of Credit Risk and Off-Balance-Sheet Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company invests cash in accredited financial institutions and cash equivalents in widely held money market funds. Consequently, such funds are subject to minimal credit risk. The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Comprehensive Loss Comprehensive loss is defined as the change in stockholders’ equity (deficit) during a period from transactions, and other events and circumstances from non-owner sources. The foreign currency translation adjustments ( see 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 over the employee requisite service period. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Company elected to early adopt ASU No. 2016-09 Compensation Stock Compensation 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. 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. December 31, December 31, Common Stock Warrants 2,852,736 1,983,673 Employee Stock Options 1,509,711 1,277,367 Total Shares of Common Stock Issuable 4,362,447 3,261,040 Related-Party Transactions The Company has entered into certain related-party transactions, making payments for services to one vendor, ten consultants and a public university, all of whom also are stockholders of the Company. These transactions generally are ones that involve a stockholder or option holder of the Company to whom we also make payments during the year, typically as a consultant or a service provider. The amounts recorded or paid are not material to the accompanying Consolidated Financial Statements. 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 December 31, 2016 and December 31, 2015, the fair value of the Company’s money market funds and contingent consideration was $1,500,882 and $1,210,000, and $7,200,450 and $0, respectively. At December 31, 2016 and December 31, 2015, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement Revenue Recognition The Company follows Accounting Standards Update (“ASU”) No. 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 expects to recognize revenue attributable to a future license obtained 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 the Company 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 the Company is 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 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 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 Consolidated Balance Sheet is reduced as Revenue is recognized in the 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. The Company records these NSF funds on our 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 $0.445 million remain to be funded. The Company recognizes grant funds as Revenue when it performs the activities specified by the terms of the grant and is entitled to the funds. In November 2016, FASB issued ASU No. 2016-18, Restricted Cash In March 2016, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718) Leases see In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property and Equipment Estimated 2016 2015 Laboratory Equipment 7 $ 42,576 $ 14,661 Computer Equipment 3 0 182,914 Computer Software 3 0 46,038 Furniture, Fixtures and Office Equipment 5 0 24,480 42,576 268,093 Less Accumulated Depreciation 4,536 268,093 $ 38,040 $ Depreciation expense was $5,185 and $1,257 for the years ended December 31, 2016 and 2015, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accrued Expenses Accrued expenses consist of the following: December 31, 2016 2015 Payroll and Benefits $ 668,802 $ 652,609 Clinical Trials 770,158 365,277 Consulting 44,983 18,500 Professional Fees 174,342 59,352 Short-Term Portion of Capital Lease Obligation 12,645 Total Accrued Expenses $ 1,670,930 $ 1,095,738 |
Debt
Debt | 12 Months Ended |
Dec. 31, 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 as of the years ended December 31, 2016 and 2015. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 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 shares of its Common Stock through the Sales Agent. Effective June 26, 2016, the Company halted indefinitely all future offers and sales of its Common Stock pursuant to the ATM Agreement. As of December 31, 2016, the Company had not sold any shares of Common Stock pursuant to the ATM Agreement. On June 30, 2016, the Company closed on the sale of its equity securities in connection with a registered direct offering, described below, and as a result, the Company was restricted from issuing any shares pursuant to the ATM Agreement for a period of 90 days following the close of the ATM Agreement. This restriction lapsed on September 28, 2016. On February 21, 2017, the Company authorized the Sales Agent to restart sales under the ATM Agreement for maximum aggregate gross proceeds of up to $3,285,798. 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 and is convertible into shares of the Company’s Common Stock at any time at the holder’s option at an initial conversion price of $2.25. The holder, however, would be prohibited from converting shares Preferred Stock into shares of Common Stock if, as 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. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series A Preferred Stock would receive a payment equal to $0.01 per share of Series A Preferred Stock before any proceeds are distributed to the holders of shares of Common Stock. Shares of Series A Preferred Stock generally had no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series A Preferred Stock will be required to amend any provision of the Company’s certificate of incorporation that would have a materially adverse effect on the rights of the holders of the Series A Preferred Stock. Shares of Series A Preferred Stock were not entitled to receive any dividends, unless and until specifically declared by the Company’s Board of Directors, and ranked: • 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 shares of Common Stock and 2,776.5 shares of Series A Preferred stock (convertible into 1,234,000 shares of Common Stock), along with a concurrent private placement of warrants. Concurrently with the closing of the registered direct offering, the holder elected to convert 123.75 shares of Series A Preferred Stock into 55,000 shares of Common Stock. The total net proceeds to the Company from this offering, after deducting the placement agent fees and offering expenses, were approximately $3.4 million. Additionally, the investor received, for each share of Common Stock, or for each share of Common Stock issuable upon conversion of a share of Series A Preferred Stock purchased in the registered direct offering, warrants to purchase one-half of a share of Common Stock at an exercise price of $3.50 per share, aggregating warrants to purchase 837,500 shares of Common Stock. The warrants issued to the investor were initially exercisable six months following issuance, and terminate five years following the initial exercise date (December 30, 2016). In addition, the Company issued to the Sales Agent warrants to purchase 33,500 shares of Common Stock. The warrants and the shares of Common Stock underlying the warrants issued in this offering have not been registered under the Securities Act, or applicable state securities laws. During the year ended December 31, 2016, the holder of the Series A Preferred Stock converted all 2,776.5 shares of preferred stock into 1,234,000 shares of Common Stock. At December 31, 2016 and December 31, 2015, the Company had 100,000,000 and 100,000,000 authorized shares of Common Stock, $0.01 par value, respectively, of which 10,130,883 and 7,657,287 shares, respectively, were outstanding, and 9,997,223 and 10,000,000 authorized shares of Preferred Stock, $0.01 par value, respectively, of which 0 and 0 shares, respectively, are issued and outstanding. At both December 31, 2016 and 2015, there were 0 shares of Common Stock underlying the outstanding shares of Series A Preferred Stock . |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
Warrants Disclosure [Text Block] | 7. Warrants At December 31, 2016 and 2015, the following warrants were outstanding: Number of Weighted Weighted Outstanding at December 31, 2014* 21,964 $ 4.52 1.21 Issued 1,983,673 $ 9.18 5.32 Exercised (10,929 ) $ 0.65 Forfeited (11,035 ) $ 8.35 Outstanding at December 31, 2015 1,983,673 $ 9.18 5.32 Issued 871,000 (1) $ 3.50 (2) 4.49 Forfeited (1,937 ) $ 9.18 4.82 Outstanding December 31, 2016 2,852,736 $ 7.45 4.34 (1) Consists of 1,742,000 warrants to purchase 837,500 shares of Common Stock issued to the investor, and 33,500 warrant 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. * Does not include warrants convertible into common or preferred stock issued to holders of the Amended and Restated Notes of 2014 Notes. 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 2017 through 2021. In February 2015, in connection with the Company’s IPO, the Company issued 34,163 and 33,838 common stock warrants to the underwriters at $7.50 and $6.00, respectively for the IPO and underwriter fees. In February 2015, the Company also issued 562,732 note warrants in connection with its IPO. In August 2015, in connection with the Company’s follow-on offering, the Company issued 1,176,470 common stock warrants to the underwriter at an exercise price of $10.62. In addition, the underwriters exercised the overallotment option to purchase 176,470 warrants at $10.62. |
Stockholders' Notes Receivable
Stockholders' Notes Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 8. Stockholders’ Notes Receivable In 2005 and 2006, certain of the Company’s Stockholders and officers issued various promissory notes totaling $195,000 for the sale of Common Stock. The notes were full recourse and were collateralized by the shares of Common Stock sold. The amended notes bore compound interest at 0.93%, effective October 1, 2012. As of October 1, 2016, these notes had matured. As of December 31, 2016 and December 31, 2015, principal and accrued interest (in accrued expenses) of $89,825 and $88,995, respectively, was outstanding on the remaining stockholder note. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation Option And Incentive Plan [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | 9. Equity Incentive Plan In 2005, the Company approved the 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the granting of options, restricted stock or other stock-based awards to employees, officers, directors, consultants and advisors. During 2010, the maximum number of shares of Common Stock that may be issued pursuant to the 2005 Plan was increased to 891,222 shares. The Board of Directors (the “Board”) is responsible for administration of the 2005 Plan. The Company’s Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of fair value in the case of holders of more than 10% of the Company’s voting stock) and with a term not to exceed ten years from the date of the grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Nonqualified stock options may be granted to any officer, employee, consultant or director at an exercise price per share of not less than the par value per share. 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 and 70,567 shares, respectively. On January 1, 2017 and 2016, the number of shares of Common Stock issuable under the 2014 Plan automatically increased by 405,235 and 306,291 shares pursuant to the terms of the 2014 Plan, respectively, which additional shares are included in the total of 1,440,123 shares issuable under the 2014 Plan. The following is a summary of stock option activity for the twelve months ended December 31, 2016 and 2015: Number of Weighted- Weighted- Outstanding at December 31, 2014 752,372 $ 0.91 4.30 Granted 560,393 5.12 9.08 Exercised (26,799 ) 2.37 Expired (8,599 ) 0.65 Outstanding at December 31, 2015 1,277,367 $ 2.75 4.94 Granted 377,771 2.74 9.79 Exercised (86,765 ) 0.65 Expired (Forfeited) (58,662 ) 3.31 Outstanding at December 31, 2016 1,509,711 $ 2.85 5.04 Exercisable at December 31, 2016 1,004,395 $ 2.86 3.09 Vested and Expected to Vest at December 31, 2016 1,509,711 $ 2.85 5.04 On February 24, 2015, the Board approved the issuance of 350,000 stock options under the 2014 Plan to two executives and seven members of the Board. These options 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. 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. During the year ended December 31, 2016, the Board approved the grant of options to purchase 377,771 shares of its Common Stock. All option grants were pursuant to the 2014 Plan. In general, options granted under the 2014 Plan vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period following the one-year anniversary. The total stock-based compensation expense for employees and non-employees is included in the accompanying Consolidated Statements of Operations and as follows: Year Ended December 31 2016 2015 Research and Development $ 46,288 $ 183,235 General and Administrative 464,707 1,041,452 $ 510,995 $ 1,224,687 The fair value of options granted for the twelve months ended December 31, 2016 and December 31, 2015 was approximately $758,000 and $202,000, respectively. As of December 31, 2016 and December 31, 2015, there is approximately $984,000 and $900,000 of total unrecognized compensation expense related to unvested stock-based compensation arrangements granted, which cost is expected to be recognized over a weighted average period of 2.43 and 3.13 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2016 and December 31, 2015 is approximately $544,000 and $1,382,000. The intrinsic value of stock options exercised during 2016 and 2015 was approximately $207,000 and $135,000, respectively. At December 31, 2016, there were options to purchase 101,176 shares of Common Stock available for grant under the 2014 Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. Income Taxes The components of loss before income taxes are as follows: Year Ended December 31, 2016 2015 Domestic $ (13,831,191 ) $ (8,755,011 ) Foreign 487,754 367,038 Total $ (13,343,437 ) $ (8,387,973 ) The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate are analyzed below: Year Ended December 31, 2016 2015 United States Federal Income Tax Rate 34.00 % 34.00 % State taxes, Net of Federal Benefit 1.84 % 6.27 % Permanent Differences (2.47 )% (10.88 )% Change in Valuation Allowance (35.02 )% (29.55 )% Expiration of State Net Operating Loss Carryforward (0.00 )% (0.03 )% Research and Development Credits 2.95 % 0.43 % Tax Rate Differential 0.13 % 0.00 % Other (1.43 )% (0.24 )% Effective Tax Rate 0.00 % 0.00 % The Company’s deferred tax assets and liabilities consist of the following: 2016 2015 Net Deferred Tax Assets: Net Operating Loss Carryforwards $ 18,146,381 $ 18,050,019 Research and Development Credit Carryforwards 1,640,669 1,226,384 Capitalized Research and Development 6,398,050 4,452,114 Nonqualified Stock Option 323,832 164,292 Warrants Issued for Services 587 Depreciation and Amortization 3,478 137 Start-up Costs/Organization Costs 17,959 Cash Versus Accrual Adjustments 4,387,806 2,179,356 Total Deferred Tax Assets 30,900,216 26,090,848 Valuation Allowance (30,900,216 ) (26,090,848 ) Net Deferred Tax Asset $ $ 2016 2015 Net Deferred Tax Liability: Net Deferred Tax Liability 1,525,896 Net Deferred Tax Liability $ 1,525,896 $ As of December 31, 2016, the Company has federal, and state net operating loss carryforwards of approximately $45,115,000, and $33,545,000, respectively, to offset future federal and state taxable income, which expire at various times through 2036. The Company has foreign net operating loss carryforwards of $3,363,000 as of December 31, 2016, which can be carried forward indefinitely. As of December 31, 2016, the Company also has federal, state and foreign research and development tax credit carryforwards of approximately $1,313,000, $459,000, and $25,000, respectively, to offset future income taxes, which expire at various times through 2036. The federal and state net operating loss and research tax credit carryforwards may be subject to the limitations provided in the Internal Revenue Code (“IRC”) Sections 382 and 383. A portion of the federal net operating loss attributable to Jade is subject to a Section 382 limitation. Jade’s carryover of its research and development credits will be subject to the Section 383 limitation. The Company files United States federal income tax returns and income tax returns in the Commonwealth of Massachusetts and Utah, as well as foreign tax returns for its subsidiary in France. The Company is not under examination by any jurisdiction for any tax year. The Company has recorded a valuation allowance against its United States deferred tax assets in each of the years ended December 31, 2016, and 2015 because the Company’s management believes that it is more likely than not that these assets will not be realized. The valuation allowance increased by approximately $4,809,000 and $2,478,000 during the years ended December 31, 2016 and 2015, respectively, primarily as a result of adjustments for accrual to cash basis items and capitalized research and development expenses. As of December 31, 2016 and 2015, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company will recognize interest and penalties related to tax positions in income tax expense. The Company has not, as yet, conducted a study of R&D credit carryforwards. This study may result in an adjustment to the Company’s R&D credit carryforwards, however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. The net operating loss and tax credit carryforwards are subject to review by the Internal Revenue Service in accordance with the provisions of Section 382 of the Internal Revenue Code. Under this Internal Revenue Code section, substantial changes in the Company’s ownership may limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset the Company’s taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of the Company’s net operating loss carryforwards before they expire. The closing of the Company’s initial public offering, alone or together with transactions that have occurred or that may occur in the future, may trigger an ownership change pursuant to Section 382, which could limit the amount of research and development tax credit and net operating loss carryforwards that could be utilized annually in the future to offset the Company’s taxable income, if any. Any such limitation as the result of the Company’s additional sales of common stock by the Company could have a material adverse effect on the Company’s results of operations in future years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 11. 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 square feet, that is used for its corporate headquarters. This lease terminates in December 2017. On July 6, 2016, the Company entered into a real property operating lease for office and laboratory space of approximately 2,300 square feet in Salt Lake City, Utah. This lease terminates in June 2019. See The Company is a party to two nominal 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 several 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. This license also requires payments to the University of Miami upon the Company’s achievement of certain milestones. Unless terminated pursuant to the license agreement, this license will expire 12 years after the date of the first commercial sale of a product containing the licensed technology. On July 23, 1999, the Company entered into a perpetual Transaction Protocol agreement with Francine Behar-Cohen to acknowledge the Company’s right to use certain patents that Ms. Behar-Cohen had certain ownership rights with respect to and which are used in the Company’s EGP-437 Combination Product. The agreement also provides for the Company to pay Ms. Behar-Cohen a fee based on a percentage of the pre-tax turnover generated from sales of the Company’s EGP-437 Combination Product relating to its inclusion of the EyeGate® II Delivery System. The fees due under the agreement are required to be paid until January 2018. 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, and requires the Company (through its Jade subsidiary) to pay royalties to BioTime based on revenue relating to any product incorporating the CMHA-S technology. The agreement expires when patent protection for the CMHA-S technology lapses. 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 million. The Company is eligible to receive milestone payments totaling up to $32.5 million, upon and subject to the achievement of certain specified developmental and commercial milestones. In addition, the Company is eligible to receive royalties based on a specified percent of net sales of the Product throughout the world, subject to adjustment in certain circumstances. 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 due within 30 days of signing, and an annual licensing fee, initially $5,000, and escalating ratably up to $20,000 in 2021. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 12. 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 years ended December 31, 2016 and 2015. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 13. 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% of the outstanding equity interests in Jade, the Company repaid Jade liabilities of up to $300,000 and agreed to issue 765,728 shares of our Common Stock, 90% of which were issued at the closing, and 10% of which will be held back for 18 months (the “Holdback Shares”) in order to satisfy post-closing adjustments or indemnification obligations. Subsequent to the Jade Acquisition, the Company satisfied an additional $232,457 of Jade obligations that arose prior to the acquisition. This amount exceeded the value of the Holdback Shares, and as a result the obligation to release the Holdback Shares was extinguished and the Holdback Shares were retired. The Jade Acquisition also includes a cash earn-out provision calling for an additional cash payment of $2,164,451, contingent upon a Jade product receiving FDA marketing approval. The cash earn-out was recorded as contingent consideration and fair valued at $1,210,000 at the acquisition date based on the probability of FDA approval of the three products in development. The fair value of the shares the Company agreed to issue in the Jade Acquisition was approximately $2.910 million, based on the closing price per share of our Common Stock as reported by NASDAQ Capital Market on the closing date of the acquisition, $3.80 per share. The adjusted value of the Holdback Shares was $205,207. Jade Current Assets (1) $ 600,604 Intangible Asset (In-Process R&D) 3,912,314 Property, Plant and Equipment, Net 649 Goodwill 1,525,896 Accounts Payable and Other Liabilities (393,801 ) Deferred Tax Liability (1,525,896 ) Contingent Consideration (face value $2,164,451) (1,210,000 ) 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. During the fourth quarter of 2016, the Company determined that $0.300 million in acquired liabilities had previously been paid, and thus adjusted in-process R&D and liabilities accordingly. In connection with the Jade Acquisition, the Company recorded $1,525,896 as a deferred tax liability representing the income tax effect of the difference between the book and tax basis of the tangible and intangible assets acquired. The Company recorded a deferred tax liability on the ascribed value of the acquired intangible assets of $1,525,896, increasing the value of the asset reported as goodwill. Net Loss in the Consolidated Statement of Operations for the year ended December 31, 2016 includes net losses of Jade from the date of acquisition to December 31, 2016 of $0.509 million. The Company’s intangible asset, which consists solely of in-process R&D, will not be amortized until the underlying development program for the EyeGate OBG program is completed. Completion is generally considered to have occurred once regulatory approval is granted, and related intangible assets generally are accounted for as finite-lived intangible assets and amortized on a straight-line basis over their estimated useful life. The Company expects to amortize the in-process R&D over 3 years once it receives FDA approval to commercialize the EyeGate OBG. Pro Forma Disclosure for Jade Acquisition The following table includes the unaudited pro forma results for the year ended December 31, 2016 and 2015 of the combined companies as though the Jade Acquisition had been completed as of the beginning of the period presented. For the Year Ended December 31, 2016 2015 Revenues $ 952,184 $ 477,956 Net Loss (13,275,986 ) (9,075,459 ) Net Loss Attributable to Common Stockholders (13,275,986 ) (17,302,644 ) 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 | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. Subsequent Events On February 21, 2017, the Company entered into an exclusive, worldwide licensing agreement with a subsidiary of Valeant (the “New Valeant Agreement”), through which the Company granted Valeant exclusive, worldwide commercial and manufacturing rights to its EGP-437 Product in the field of ocular iontophoretic treatment for post-operative ocular inflammation and pain in ocular surgery patients (the “New Field”). Under the New Valeant Agreement, Valeant paid the Company an initial upfront payment of $4.0 million, and the Company is eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Product for the New Field. In addition, the Company is eligible under the New Valeant Agreement to receive royalties based on a specified percent of net sales of its EGP-437 Product for the New Field throughout the world, subject to adjustment in certain circumstances. On February 6, 2017, the Company granted 104,000 shares of restricted stock to employees of the Company, at a closing price on that day of $1.52 per share. The Company will record this as stock-based compensation expense in the first quarter of 2017. On February 21, 2017, the Company authorized the Sales Agent to restart sales under the ATM Agreement for maximum aggregate gross proceeds of up to $3,285,798. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Corrected Goodwill and Deferred Tax Liability [Policy Text Block] | Corrected Goodwill and Deferred Tax Liability The Company has determined that goodwill and a related deferred tax liability previously reported in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 were understated due to the inadvertent use of the deferred tax liability to offset deferred tax assets on the intangibles acquired in the Jade Transaction in March 2016, resulting in a reduced valuation allowance against its net deferred tax assets. The intangible assets estimated life will be determined and amortization will commence when the underlying technology is approved by the FDA for commercialization. As a result, goodwill and the deferred tax liability reported were understated by $1.526 million for the three months ended March 31, 2016 for the three and six months ended June 30, 2016 and for the three and nine months ended September 30, 2016, respectively. This matter did not have an impact on stockholders’ equity (deficit), statement of operations or net loss per share and cash flows for the three months ended March 31, 2016, for the three and six months ended June 30, 2016, and for the three and nine months ended September 30, 2016. The Company did not amend the respective Form 10-Q’s as management determined the errors to be immaterial. |
Basis of Presentation and Principles of Consolidation [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying 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 inter-company balances and transactions have been eliminated in consolidation. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). |
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 it becomes aware of the change. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation Operations of EyeGate Pharma S.A.S. are conducted in euros which represent its functional currency. Balance sheet accounts of such subsidiary were translated into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated to the average rate of exchange prevailing during the period. Translation adjustments resulting from this process, are included in accumulated other comprehensive loss on the Consolidated Balance Sheets. |
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 maturity of 90 days or less when acquired that are not restricted as to withdrawal, to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents, which were nominal in amount, consisted of money market accounts that are readily convertible to cash. As of December 31, 2016 and 2015, the Company has classified $45,000 and $20,000 as restricted cash, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful life of 3 to 7 years for all assets. Maintenance and repair costs are expensed as incurred. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable, and recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company evaluates potential impairment of long-lived assets and long-lived assets to be disposed of and considers whether long-lived assets held for use have been impaired whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Management makes significant estimates and assumptions regarding future sales, cost trends, productivity and market maturity in order to test for impairment. Management reports those long-lived assets to be disposed of and assets held for sale at the lower of carrying amount or fair value less cost to sell. Based on current facts, estimates and assumptions, management believes that no assets are impaired at December 31, 2016. There is no assurance that management’s estimates and assumptions will not change in future periods. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses 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, expenses related to generating, filing, and maintaining intellectual property 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. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net assets acquired. Goodwill at December 31, 2016 was $1,525,896, which solely consists of the goodwill acquired in the acquisition of Jade ( see Goodwill is not amortized and is tested for impairment on an annual basis in the fourth quarter of each fiscal year and whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed qualitative impairment evaluations on its goodwill as of December 31, 2016 and determined that there were no indications that goodwill was impaired. |
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. At December 31, 2016, the Company had recorded $3,912,314 as in-process R&D in connection with the Jade Acquisition as part of goodwill and in-process R&D. |
Accrued Clinical Expenses [Policy Text Block] | Accrued Clinical Expenses As part of our process of preparing the Consolidated Financial Statements, the Company is required to estimate its accrued expenses. This process includes reviewing open contracts and purchase orders, communicating with its applicable personnel to identify services that have been performed on its behalf and estimating the level of service performed and the associated costs incurred for the service when the Company has not yet been invoiced or otherwise notified of actual costs. The majority of the Company’s service providers invoice monthly in arrears for services performed. The Company makes estimates of its accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at the 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 (research and development), 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 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 December 31, 2016 and 2015, substantially all of the Company’s net deferred income tax assets were subject to a full valuation allowance. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. As of December 31, 2016, the Company had no unrecognized uncertain income tax positions. |
Income Tax Uncertainties, Policy [Policy Text Block] | Refundable Tax Credits for Research and Development EyeGate Pharma is entitled to receive refundable tax credits associated with its research and development expenses in France. These tax credits can be realized, upon request of the Company, in the form of a cash payment or credits against tax liabilities. As a result of the 2015 Protecting Americans from Tax Hikes (“PATH”) Act, the Company is evaluating whether it qualifies under the PATH Act to utilize the payroll tax offset in 2017. The Company records the refundable tax credit as income in the year in which the research and development expenses are incurred. |
Concentration of Credit Risk and Off-Balance-Sheet Risk Policy [Policy Text Block] | Concentration of Credit Risk and Off-Balance-Sheet Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company invests cash in accredited financial institutions and cash equivalents in widely held money market funds. Consequently, such funds are subject to minimal credit risk. The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Comprehensive loss is defined as the change in stockholders’ equity (deficit) during a period from transactions, and other events and circumstances from non-owner sources. The foreign currency translation adjustments ( see |
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 over the employee requisite service period. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Company elected to early adopt ASU No. 2016-09 Compensation Stock Compensation |
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. 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. December 31, December 31, Common Stock Warrants 2,852,736 1,983,673 Employee Stock Options 1,509,711 1,277,367 Total Shares of Common Stock Issuable 4,362,447 3,261,040 |
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, ten consultants and a public university, all of whom also are stockholders of the Company. These transactions generally are ones that involve a stockholder or option holder of the Company to whom we also make payments during the year, typically as a consultant or a service provider. The amounts recorded or paid are not material to the accompanying Consolidated Financial Statements. |
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 December 31, 2016 and December 31, 2015, the fair value of the Company’s money market funds and contingent consideration was $1,500,882 and $1,210,000, and $7,200,450 and $0, respectively. At December 31, 2016 and December 31, 2015, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company follows Accounting Standards Update (“ASU”) No. 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 expects to recognize revenue attributable to a future license obtained 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 the Company 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 the Company is 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 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 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 Consolidated Balance Sheet is reduced as Revenue is recognized in the 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. The Company records these NSF funds on our 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 $0.445 million remain to be funded. The Company recognizes grant funds as Revenue when it performs the activities specified by the terms of the grant and is entitled to the funds. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In November 2016, FASB issued ASU No. 2016-18, Restricted Cash In March 2016, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718) Leases see In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | In computing diluted loss per share, no effect has been given to the shares of Common Stock issuable upon the conversion or exercise of the following dilutive securities as the Company’s net loss would make the effect anti-dilutive. December 31, December 31, Common Stock Warrants 2,852,736 1,983,673 Employee Stock Options 1,509,711 1,277,367 Total Shares of Common Stock Issuable 4,362,447 3,261,040 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at December 31, 2016 and 2015 consists of the following: Estimated 2016 2015 Laboratory Equipment 7 $ 42,576 $ 14,661 Computer Equipment 3 0 182,914 Computer Software 3 0 46,038 Furniture, Fixtures and Office Equipment 5 0 24,480 42,576 268,093 Less Accumulated Depreciation 4,536 268,093 $ 38,040 $ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consist of the following: December 31, 2016 2015 Payroll and Benefits $ 668,802 $ 652,609 Clinical Trials 770,158 365,277 Consulting 44,983 18,500 Professional Fees 174,342 59,352 Short-Term Portion of Capital Lease Obligation 12,645 Total Accrued Expenses $ 1,670,930 $ 1,095,738 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | At December 31, 2016 and 2015, the following warrants were outstanding: Number of Weighted Weighted Outstanding at December 31, 2014* 21,964 $ 4.52 1.21 Issued 1,983,673 $ 9.18 5.32 Exercised (10,929 ) $ 0.65 Forfeited (11,035 ) $ 8.35 Outstanding at December 31, 2015 1,983,673 $ 9.18 5.32 Issued 871,000 (1) $ 3.50 (2) 4.49 Forfeited (1,937 ) $ 9.18 4.82 Outstanding December 31, 2016 2,852,736 $ 7.45 4.34 (1) Consists of 1,742,000 warrants to purchase 837,500 shares of Common Stock issued to the investor, and 33,500 warrant 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. * Does not include warrants convertible into common or preferred stock issued to holders of the Amended and Restated Notes of 2014 Notes. |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation Option And Incentive Plan [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of stock option activity for the twelve months ended December 31, 2016 and 2015: Number of Weighted- Weighted- Outstanding at December 31, 2014 752,372 $ 0.91 4.30 Granted 560,393 5.12 9.08 Exercised (26,799 ) 2.37 Expired (8,599 ) 0.65 Outstanding at December 31, 2015 1,277,367 $ 2.75 4.94 Granted 377,771 2.74 9.79 Exercised (86,765 ) 0.65 Expired (Forfeited) (58,662 ) 3.31 Outstanding at December 31, 2016 1,509,711 $ 2.85 5.04 Exercisable at December 31, 2016 1,004,395 $ 2.86 3.09 Vested and Expected to Vest at December 31, 2016 1,509,711 $ 2.85 5.04 |
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 Consolidated Statements of Operations and as follows: Year Ended December 31 2016 2015 Research and Development $ 46,288 $ 183,235 General and Administrative 464,707 1,041,452 $ 510,995 $ 1,224,687 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of loss before income taxes are as follows: Year Ended December 31, 2016 2015 Domestic $ (13,831,191 ) $ (8,755,011 ) Foreign 487,754 367,038 Total $ (13,343,437 ) $ (8,387,973 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate are analyzed below: Year Ended December 31, 2016 2015 United States Federal Income Tax Rate 34.00 % 34.00 % State taxes, Net of Federal Benefit 1.84 % 6.27 % Permanent Differences (2.47 )% (10.88 )% Change in Valuation Allowance (35.02 )% (29.55 )% Expiration of State Net Operating Loss Carryforward (0.00 )% (0.03 )% Research and Development Credits 2.95 % 0.43 % Tax Rate Differential 0.13 % 0.00 % Other (1.43 )% (0.24 )% Effective Tax Rate 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s deferred tax assets and liabilities consist of the following: 2016 2015 Net Deferred Tax Assets: Net Operating Loss Carryforwards $ 18,146,381 $ 18,050,019 Research and Development Credit Carryforwards 1,640,669 1,226,384 Capitalized Research and Development 6,398,050 4,452,114 Nonqualified Stock Option 323,832 164,292 Warrants Issued for Services 587 Depreciation and Amortization 3,478 137 Start-up Costs/Organization Costs 17,959 Cash Versus Accrual Adjustments 4,387,806 2,179,356 Total Deferred Tax Assets 30,900,216 26,090,848 Valuation Allowance (30,900,216 ) (26,090,848 ) Net Deferred Tax Asset $ $ 2016 2015 Net Deferred Tax Liability: Net Deferred Tax Liability 1,525,896 Net Deferred Tax Liability $ 1,525,896 $ |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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) 3,912,314 Property, Plant and Equipment, Net 649 Goodwill 1,525,896 Accounts Payable and Other Liabilities (393,801 ) Deferred Tax Liability (1,525,896 ) Contingent Consideration (face value $2,164,451) (1,210,000 ) 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. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table includes the unaudited pro forma results for the year ended December 31, 2016 and 2015 of the combined companies as though the Jade Acquisition had been completed as of the beginning of the period presented. For the Year Ended December 31, 2016 2015 Revenues $ 952,184 $ 477,956 Net Loss (13,275,986 ) (9,075,459 ) Net Loss Attributable to Common Stockholders (13,275,986 ) (17,302,644 ) |
Organization, Business (Details
Organization, Business (Details Textual) - USD ($) | Feb. 13, 2015 | Jun. 30, 2016 | Jun. 27, 2016 | May 24, 2016 | Aug. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 06, 2016 | 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 | 10,130,883 | 7,657,287 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 3,635,224 | $ 8,394,133 | $ 167,001 | ||||||
Retained Earnings (Accumulated Deficit) | (78,598,738) | (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 | |||||||
Series A Preferred Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 2,776.5 | 2,776.5 | 2,776.5 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||
Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 441,000 | 441,000 | 683,250 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,234,000 | ||||||||
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 Accoun31
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,362,447 | 3,261,040 |
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 | 1,983,673 |
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 | 1,509,711 | 1,277,367 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents, Noncurrent | $ 45,000 | $ 20,000 | |||
Money Market Funds Fair Value | 1,500,882 | 7,200,450 | |||
Contingent Consideration Funds Fair Value | 1,210,000 | 0 | |||
Deferred Tax Liabilities, Net, Noncurrent | 1,525,896 | $ 0 | |||
Jade Therapeutics, Inc [Member] | |||||
Goodwill | 1,525,896 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 3,912,314 | ||||
Restatement Adjustment [Member] | |||||
Deferred Tax Liabilities, Net, Noncurrent | $ 1,526,000 | $ 1,526,000 | $ 1,526,000 | ||
Goodwill | $ 1,526,000 | $ 1,526,000 | $ 1,526,000 | ||
Department Of Defence And National Science Foundation [Member] | |||||
Revenue from Grants | $ 445,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 42,576 | $ 268,093 |
Less accumulated depreciation | 4,536 | 268,093 |
Property, Plant and Equipment, Net | 38,040 | 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 | $ 42,576 | 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 |
Property and Equipment (Detai34
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 5,185 | $ 1,257 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses [Line Items] | ||
Payroll and Benefits | $ 668,802 | $ 652,609 |
Clinical Trials | 770,158 | 365,277 |
Consulting | 44,983 | 18,500 |
Professional Fees | 174,342 | 59,352 |
Short-Term Portion of Capital Lease Obligation | 12,645 | 0 |
Total Accrued Expenses | $ 1,670,930 | $ 1,095,738 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 21, 2017 | Jun. 30, 2016 | Jun. 27, 2016 | May 24, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Common Stock, Shares, Outstanding | 10,130,883 | 7,657,287 | ||||
Preferred Stock, Shares Authorized | 9,997,223 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 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 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 1,319,289 | |||||
Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of Stock, Consideration Received on Transaction | $ 3,285,798 | |||||
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 | 683,250 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 55,000 | 1,234,000 | 4,567,782 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,234,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Stock Issued During Period, Shares, New Issues | 2,776.5 | 2,776.5 | 2,776.5 | |||
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 | |||||
Common Stock, Other Shares, Outstanding | 0 | 0 |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Awards, Outstanding | 1,983,673 | 21,964 | [1] | |||
Number of Awards, Issued | 871,000 | [2] | 1,983,673 | |||
Number of Awards, Exercised | (10,929) | |||||
Number of Awards, Forfeited | (1,937) | (11,035) | ||||
Number of Awards, Outstanding | 2,852,736 | 1,983,673 | 21,964 | |||
Weighted Average Exercise Price, Outstanding | $ 9.18 | $ 4.52 | [1] | |||
Weighted Average Exercise Price, Issued | 3.5 | [3] | 9.18 | |||
Weighted Average Exercise Price, Exercised | 0.65 | |||||
Weighted Average Exercise Price, Forfeited | 9.18 | 8.35 | ||||
Weighted Average Exercise Price, Outstanding | $ 7.45 | $ 9.18 | $ 4.52 | |||
Weighted Average Remaining Term in Years, Outstanding | 4 years 4 months 2 days | 5 years 3 months 25 days | 1 year 2 months 16 days | |||
Weighted Average Remaining Term in Years, Issued | 4 years 5 months 26 days | 5 years 3 months 25 days | ||||
Weighted Average Remaining Term in Years, Forfeited | 4 years 9 months 25 days | |||||
[1] | Does not include warrants convertible into common or preferred stock issued to holders of the Amended and Restated Notes of 2014 Notes. | |||||
[2] | Consists of 1,742,000 warrants to purchase 837,500 shares of Common Stock issued to the investor, and 33,500 warrant shares issued to the Sales Agent, in connection with the Company’s registered direct offering on June 30, 2016. | |||||
[3] | 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) - $ / shares | 1 Months Ended | ||
Jun. 30, 2016 | Aug. 31, 2015 | Feb. 28, 2015 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.50 | ||
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 | ||
Exercise Price One [Member] | |||
Common Stock Warrant Issued Shares | 1,176,470 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.62 | ||
Exercise Price Two [Member] | |||
Warrants Purchased Under Over Allotment Option | 176,470 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.62 | ||
IPO [Member] | |||
Class of Warrant or Right,Warrants Issued | 562,732 | ||
IPO [Member] | Exercise Price One [Member] | |||
Common Stock Warrant Issued Shares | 34,163 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | ||
IPO [Member] | Exercise Price Two [Member] | |||
Common Stock Warrant Issued Shares | 33,838 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 |
Stockholders' Notes Receivable
Stockholders' Notes Receivable (Details Textual) - Commercial Paper [Member] - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2006 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 01, 2012 | |
Debt Instrument [Line Items] | |||||
Notes Issued | $ 195,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 0.93% | ||||
Debt Instrument, Maturity Date | Oct. 1, 2016 | ||||
Interest Receivable | $ 89,825 | $ 88,995 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - Equity Incentive Plan 2014 [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | 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 | |
Number of Options, Granted | 377,771 | 560,393 | |
Number of Options, Exercised | (86,765) | (26,799) | |
Number of Options, Expired/Forfeited | (58,662) | (8,599) | |
Number of Options, Outstanding at end of period | 1,509,711 | 1,277,367 | 752,372 |
Number of Options, Exercisable at end of period | 1,004,395 | ||
Number of Options, Vested and expected to vest at end of period | 1,509,711 | ||
Weighted- Average Exercise Price, Outstanding at beginning of year | $ 2.75 | $ 0.91 | |
Weighted- Average Exercise Price, Granted | 2.74 | 5.12 | |
Weighted- Average Exercise Price, Exercised | 0.65 | 2.37 | |
Weighted- Average Exercise Price, Expired/Forfeited | 3.31 | 0.65 | |
Weighted- Average Exercise Price, Outstanding at end of period | 2.85 | $ 2.75 | $ 0.91 |
Weighted- Average Exercise Price, Exercisable at end of period | 2.86 | ||
Weighted- Average Exercise Price, Vested and expected to vest at end of period | $ 2.85 | ||
Weighted-Average Contractual Life (In Years), Outstanding | 5 years 14 days | 4 years 11 months 8 days | 4 years 3 months 18 days |
Weighted-Average Contractual Life (In Years), Granted | 9 years 9 months 14 days | 9 years 29 days | |
Weighted-Average Contractual Life (In Years), Exercisable at end of period | 3 years 1 month 2 days | ||
Weighted-Average Contractual Life (In Years), Vested and expected to vest at end of period | 5 years 14 days |
Equity Incentive Plan (Details
Equity Incentive Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 510,995 | $ 1,224,687 |
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 | 46,288 | 183,235 |
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 | $ 464,707 | $ 1,041,452 |
Equity Incentive Plan (Detail42
Equity Incentive Plan (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | 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 | $ 984,000 | $ 900,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 5 months 5 days | 3 years 1 month 17 days | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding And Exercisable Intrinsic Value | $ 544,000 | $ 1,382,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest 33% on the one-year anniversary of the grant date and the remainder ratably over a 24-month period | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 207,000 | 135,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 758,000 | $ 202,000 | |||||
Equity Incentive Plan 2005 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 891,222 | ||||||
ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 70,567 | ||||||
2005 And 2014 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 101,176 | ||||||
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 | 1,440,123 | |||||
Excess Stock, Shares Authorized | 306,291 | ||||||
2014 Plan [Member] | Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Excess Stock, Shares Authorized | 405,235 | ||||||
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, Number of Shares Available for Grant | 377,771 | ||||||
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, Number of Shares Available for Grant | 350,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Domestic | $ (13,831,191) | $ (8,755,011) |
Foreign | 487,754 | 367,038 |
Total | $ (13,343,437) | $ (8,387,973) |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
United States Federal Income Tax Rate | 34.00% | 34.00% |
State taxes, Net of Federal Benefit | 1.84% | 6.27% |
Permanent Differences | (2.47%) | (10.88%) |
Change in Valuation Allowance | (35.02%) | (29.55%) |
Expiration of State Net Operating Loss Carryforward | (0.00%) | (0.03%) |
Research and Development Credits | 2.95% | 0.43% |
Tax Rate Differential | 0.13% | 0.00% |
Other | (1.43%) | (0.24%) |
Effective Tax Rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Net Deferred Tax Assets: | ||
Net Operating Loss Carryforwards | $ 18,146,381 | $ 18,050,019 |
Research and Development Credit Carryforwards | 1,640,669 | 1,226,384 |
Capitalized Research and Development | 6,398,050 | 4,452,114 |
Nonqualified Stock Option | 323,832 | 164,292 |
Warrants Issued for Services | 0 | 587 |
Depreciation and Amortization | 3,478 | 137 |
Start-up Costs/Organization Costs | 0 | 17,959 |
Cash Versus Accrual Adjustments | 4,387,806 | 2,179,356 |
Total Deferred Tax Assets | 30,900,216 | 26,090,848 |
Valuation Allowance | (30,900,216) | (26,090,848) |
Net Deferred Tax Asset | 0 | 0 |
Net Deferred Tax Liability: | ||
Net Deferred Tax Liability | 1,525,896 | 0 |
Net Deferred Tax Liability | $ 1,525,896 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Operating Loss Carryforwards, Expiration Period | 2,036 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 4,809,000 | $ 2,478,000 |
Domestic Tax Authority [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | 45,115,000 | |
State and Local Jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | 33,545,000 | |
Foreign Tax Authority [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards | $ 3,363,000 | |
Research Tax Credit Carryforward [Member] | ||
Income Taxes [Line Items] | ||
Operating Loss Carryforwards, Expiration Period | 2,036 | |
Research Tax Credit Carryforward [Member] | Domestic Tax Authority [Member] | ||
Income Taxes [Line Items] | ||
Tax Credit Carryforward, Amount | $ 1,313,000 | |
Research Tax Credit Carryforward [Member] | State and Local Jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Tax Credit Carryforward, Amount | 459,000 | |
Research Tax Credit Carryforward [Member] | Foreign Tax Authority [Member] | ||
Income Taxes [Line Items] | ||
Tax Credit Carryforward, Amount | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | Jul. 09, 2015USD ($) | Sep. 12, 2013USD ($) | Jun. 17, 2016USD ($) | Feb. 15, 1999USD ($) | Dec. 31, 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) - Jade Therapeutics [Member] | Dec. 31, 2016USD ($) | |
Current Assets | $ 600,604 | [1] |
Intangible Asset (In-Process R&D) | 3,912,314 | |
Property, Plant and Equipment, Net | 649 | |
Goodwill | 1,525,896 | |
Accounts Payable and Other Liabilities | (393,801) | |
Deferred Tax Liability | (1,525,896) | |
Contingent Consideration (face value $2,164,451) | (1,210,000) | |
Total Purchase Price | $ 2,909,766 | |
[1] | Current Assets include cash, grants receivable and prepaid expenses of $0.186 million, $0.046 million and $0.369 million, respectively, related to the Jade Acquisition. |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 952,184 | $ 477,956 |
Net Loss | (13,275,986) | (9,075,459) |
Net Loss Attributable to Common Stockholders | $ (13,275,986) | $ (17,302,644) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Mar. 07, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stock Issued During Period, Value, New Issues | $ 668,437 | $ 4,099,500 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | (13,343,437) | $ (8,387,972) | |
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 | ||
Stock Issued During Period, Value, New Issues | $ 2,910,000 | ||
Business Acquisition, Share Price | $ 3.80 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 186,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 369,000 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ 509,000 | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 46,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 232,457 | ||
Business Combination Contigent Consideration | 1,210,000 | ||
Forfeiture of Holdback Shares from the Jade Acquisition Value | $ 205,207 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 1,525,896 | ||
Jade Therapeutics, Inc [Member] | Selling, General and Administrative Expenses [Member] | |||
Business Combination,increase decrease in Liability | $ 300,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Feb. 06, 2017 | Feb. 21, 2017 |
Subsequent Event [Line Items] | ||
Sale of Stock, Consideration Received on Transaction | $ 3,285,798 | |
Employee Stock Option [Member] | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 104,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.52 | |
New Valeant Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds From Upfront Payment | $ 4,000,000 | |
Revenue Recognition, Milestone Method, Description | the Company is eligible to receive milestone payments totaling up to approximately $99.0 million, upon and subject to the achievement of certain specified developmental and commercial progress of the EGP-437 Product for the New Field. |