Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Cocrystal Pharma, Inc. | ||
Entity Central Index Key | 1,412,486 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Is Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 132,000,000 | ||
Entity Common Stock, Shares Outstanding | 714,000,000 | ||
Trading Symbol | COCP | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,640 | $ 9,276 |
Accounts receivable | 21 | 32 |
Prepaid and other current assets | 517 | 441 |
Mortgage note receivable, current portion | 1,294 | 170 |
Total current assets | 5,472 | 9,919 |
Property and equipment, net | 280 | 430 |
Deposits | 31 | 31 |
Mortgage note receivable, long-term portion | 2,354 | |
In process research and development | 53,905 | 146,301 |
Goodwill | 65,195 | 65,195 |
Total assets | 124,883 | 224,230 |
Current liabilities: | ||
Accounts payable and accrued expenses | 563 | 2,585 |
Derivative liabilities | 1,476 | 4,115 |
Total current liabilities | 2,039 | 6,700 |
Long-term liabilities | ||
Deferred rent | 63 | 61 |
Deferred tax liability | 20,462 | 49,875 |
Total long-term liabilities | 20,525 | 49,936 |
Total liabilities | 22,564 | 56,636 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.001 par value; 800,000 shares authorized; 714,032 and 694,396 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively | 714 | 694 |
Additional paid-in capital | 239,035 | 229,456 |
Accumulated deficit | (137,430) | (62,556) |
Total stockholders' equity | 102,319 | 167,594 |
Total liabilities and stockholders' equity | $ 124,883 | $ 224,230 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 03, 2015 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ .001 | |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Common stock, shares issued | 714,031,255 | 694,396,000 | |
Common stock, shares outstanding | 714,031,255 | 694,396,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Grant revenues | $ 78 | $ 9 | |
Operating expenses | |||
Research and development | 101,679 | 47,261 | 4,071 |
General and administrative | 4,140 | 6,765 | 1,737 |
Total operating expenses | 105,819 | 54,026 | 5,808 |
Loss from operations | (105,819) | (53,948) | (5,799) |
Interest income | 126 | 180 | 96 |
Realized gain on marketable securities | 1,359 | ||
Other expense | (1) | (7) | |
Fair value of warrant liabilities in excess of proceeds from financing | (946) | ||
Loss on return of escrowed shares | (1,686) | (584) | |
Impairment loss on mortgage note receivable | (1,177) | ||
Change in fair value of derivative liabilities | 2,603 | (9,916) | 5,730 |
Total other income (expense), net | 1,551 | (11,422) | 5,648 |
Loss before income taxes | (104,268) | (65,370) | (151) |
Income tax benefit | 29,394 | 15,248 | 52 |
Net loss | (74,874) | (50,122) | (99) |
Comprehensive income (loss): | |||
Net loss | (74,874) | (50,122) | (99) |
Unrealized gain on marketable securities, net of tax | 236 | ||
Total comprehensive income (loss) | $ (74,874) | $ (50,122) | $ 137 |
Net loss per common share: | |||
Net loss per share, basic | $ (0.11) | $ (0.08) | $ 0 |
Net loss per share, diluted | $ (0.11) | $ (0.08) | $ (0.01) |
Weighted average common shares outstanding, basic | 705,529,000 | 630,316,000 | 326,779,000 |
Weighted average common shares outstanding, diluted | 706,000,000 | 630,316,000 | 327,753,000 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Comprehensive Income / Loss [Member] | Accumulated Deficit [Member] | Total |
Beginning balance, Amount at Dec. 31, 2013 | $ 10,308 | $ 3,502 | $ (12,335) | $ (8,833) | |||
Beginning balance, shares at Dec. 31, 2013 | 7,046,000 | 279,000 | |||||
Conversion of series A convertible stock, Amount | $ (10,308) | $ 1 | 10,107 | 10,108 | |||
Conversion of series A convertible stock, Shares | (7,046,000) | 721,000 | |||||
Merger between Biozone Pharmaceuticals, Inc. and Cocrystal Discovery, Inc., Amount | $ 116 | (1,596) | (1,480) | ||||
Merger between Biozone Pharmaceuticals, Inc. and Cocrystal Discovery, Inc., Shares | 115,907,000 | ||||||
Exercise of common stock options, Amount | $ 1 | 115 | 116 | ||||
Exercise of common stock options, Shares | 1,087,000 | ||||||
Stock based compensation | 38 | 38 | |||||
Issuance of common stock and warrants in January 2014, Amount | $ 6 | (6) | |||||
Issuance of common stock and warrants in January 2014, Shares | 5,500,000 | ||||||
Unrealized gain on marketable securities, net of tax | $ 236 | 236 | |||||
Series A preferred stock issued in the merger with RFS Pharma, LLC, Amount | $ 178,218 | ||||||
Series A preferred stock issued in the merger with RFS Pharma, LLC, Shares | 1,000,000 | ||||||
Stock options issued in the merger with RFS Pharm, LLC | 6,565 | 6,565 | |||||
Net loss | (99) | (99) | |||||
Ending Balance at Dec. 31, 2014 | $ 178,218 | $ 1 | $ 123 | 18,725 | 236 | (12,434) | 6,651 |
Ending Balance, shares at Dec. 31, 2014 | 1,000,000 | 1,000,000 | 122,494,000 | ||||
Conversion of series A convertible stock, Amount | $ (178,218) | $ (1) | $ 546 | 177,973 | 178,218 | ||
Conversion of series A convertible stock, Shares | (1,000,000) | (1,000,000) | 545,844,000 | ||||
Stock based compensation | 2,934 | 2,934 | |||||
Unrealized gain on marketable securities, net of tax | (236) | (236) | |||||
Exercise of stock options, Amount | 23 | 23 | |||||
Exercise of stock options, Shares | 182 | ||||||
Sale of common shares, Amount | $ 17 | 15,845 | 15,862 | ||||
Sale of common shares, Shares | 17,239,000 | ||||||
Exercise of warrants, Amount | $ 8 | 14,256 | 14,264 | ||||
Exercise of warrants, Shares | 8,637,000 | ||||||
Net loss | (50,122) | (50,122) | |||||
Ending Balance at Dec. 31, 2015 | $ 694 | 229,456 | (62,556) | 167,594 | |||
Ending Balance, shares at Dec. 31, 2015 | 694,396,000 | ||||||
Exercise of common stock options, Amount | (3) | (3) | |||||
Stock based compensation | (548) | (548) | |||||
Sale of common shares, Amount | $ 20 | 8,993 | 9,013 | ||||
Sale of common shares, Shares | 19,589,000 | ||||||
Exercise of warrants, Amount | 35 | 35 | |||||
Exercise of warrants, Shares | 27 | ||||||
Net loss | (74,874) | (74,874) | |||||
Ending Balance at Dec. 31, 2016 | $ 714 | $ 239,035 | $ (137,430) | $ 102,319 | |||
Ending Balance, shares at Dec. 31, 2016 | 714,032,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net loss | $ (74,874) | $ (50,122) | $ (99) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 201 | 192 | 199 |
Stock-based compensation | 548 | 2,934 | 38 |
Change in fair value of derivative liabilities | (2,603) | 9,916 | (5,730) |
Deferred income tax | (29,413) | (15,267) | (52) |
Loss on return of escrowed shares | 1,686 | 584 | |
Impairment on mortgage note receivable | 1,177 | ||
Realized gain on sale of marketable securities | (1,359) | ||
Impairment on IPR&D | 92,396 | 38,665 | |
Loss on sale of equipment | 6 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 11 | ||
Prepaid expenses and other current assets | (76) | (212) | 9 |
Accounts payable and accrued expenses | (2,022) | 1,891 | (551) |
Deposits | (3) | ||
Deferred rent | 2 | ||
Net cash used in operating activities | (14,655) | (10,317) | (6,012) |
Investing activities | |||
Cash acquired in acquisition of Biozone Pharmaceuticals, Inc. | 589 | ||
Cash acquired in acquisition of RFS Pharma, Inc. | 194 | ||
Purchase of property and equipment | (51) | (339) | (5) |
Proceeds from sale of marketable securities | 7,900 | ||
Investment in mortgage note receivable | (2,626) | ||
Interest earned on mortgage note receivable | 33 | ||
Principal payments received on mortgage note receivable | 21 | 77 | 30 |
Net cash provided by (used in) investing activities | 3 | (262) | 6,082 |
Financing activities | |||
Proceeds from exercise of stock options | 3 | 23 | 116 |
Proceeds from issuance of common stock and warrants | 9,013 | 15,862 | 2,750 |
Net cash provided by financing activities | 9,016 | 15,885 | 2,866 |
Net (decrease) increase in cash and cash equivalents | (5,636) | 5,306 | 2,936 |
Cash and cash equivalents at beginning of period | 9,276 | 3,970 | 1,034 |
Cash and cash equivalents at end of period | 3,640 | 9,276 | 3,970 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Cashless exercise of warrants | 35 | 14,265 | |
Unrealized gain on marketable securities, net of tax | 236 | ||
Prepaid expenses and other current assets | 5 | ||
Marketable securities | 8,811 | ||
Accounts payable and accrued expenses | (410) | ||
Derivative liabilities | (10,475) | ||
Fair value of Series A preferred stock issued in acquisition of RFS Pharma, LLC | 178,218 | ||
Fair value of stock options issued in acquisition of RFS Pharma, LLC | 6,566 | ||
In-process research and development | 184,966 | ||
Goodwill | 65,195 | ||
Deferred tax liabilities | (65,195) | ||
Prepaid expenses and other current assets | 132 | ||
Accounts payable and accrued expenses | (532) | ||
Property and equipment | 14 | ||
Other long term assets | $ 10 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Cocrystal Pharma, Inc. (the “Company”) is a biopharmaceutical company focused on developing antiviral therapeutics for human diseases. On January 2, 2014, Biozone Pharmaceuticals, Inc. merged with Cocrystal Discovery, Inc. (as further described below). The Company was previously incorporated in Nevada under the name Biozone Pharmaceuticals, Inc. (“Biozone”). On March 18, 2014, the Company reincorporated in Delaware under the name Cocrystal Pharma, Inc. (“we”, the “Company”, or “Cocrystal”). Our primary business is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create antiviral drug candidates since its initial funding in 2008. Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas. Effective January 2, 2014, Biozone, Biozone Acquisitions Co., Inc., a wholly-owned subsidiary of Biozone (the “Merger Sub”), and Cocrystal Discovery entered into and closed an Agreement and Plan of Merger (the “Biozone Merger Agreement”). Pursuant to the Biozone Merger Agreement, Merger Sub merged with and into Cocrystal Discovery (the “Merger”), with Cocrystal Discovery continuing as the surviving corporation and a wholly-owned subsidiary of Biozone. Cocrystal Discovery was considered the accounting acquirer as its shareholders owned 60% of the combined entity after the Merger. In connection with the Biozone Merger Agreement, all of the Company’s shares of Series A preferred stock were first converted to common stock, and Biozone then issued to Cocrystal Discovery’s security holders a total of 1,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Series B”) (at a ratio of 0.07454 Series B stock for each common share of Cocrystal Discovery). The Series B shares automatically converted into 205,083,086 shares of the Company’s common stock on March 3, 2015 as a result of the Company’s shareholders approving an increase in the number of the Company’s authorized common shares to 800,000,000. Additionally, the Company assumed all of the outstanding stock options under the Cocrystal Discovery 2007 Equity Incentive Plan. Subsequent to the Merger, Biozone changed its name to Cocrystal Pharma, Inc. The Merger was treated as a reverse merger and recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of Biozone’s operations were disposed of immediately prior to the consummation of the Merger as reported on a Form 8-K filed by Biozone on January 2, 2014. Cocrystal Discovery was treated as the accounting acquirer as its shareholders controlled the Company after the Merger, even though Biozone was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of Cocrystal Discovery as if Cocrystal Discovery had always been the reporting company and, on the Merger date, changed its name and reorganized its capital stock. Since Biozone had no operations upon the Merger taking place, the transaction was treated as a recapitalization for accounting purposes and no goodwill or other intangible assets were recorded by the Company as a result of the Merger. Historical common stock amounts and additional paid-in capital were retroactively adjusted using the exchange ratio of 0.07454 Series B shares for each one common share of Cocrystal Discovery. Effective November 25, 2014, Cocrystal, Cocrystal Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Cocrystal, Cocrystal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Cocrystal Merger Sub”), RFS Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “RFS Merger Sub”) and RFS Pharma, LLC, a Georgia limited liability company (“RFS Pharma”), entered into and closed an Agreement and Plan of Merger (the “RFS Merger Agreement”). The consideration paid by the Company was approximately $184.8 million, consisting of the issuance of 1,000,000 shares of Series A Preferred stock (“Series A”) with an estimated fair value of approximately $178.2 million and the issuance of 16,542,538 options to purchase the Company’s common stock as replacements of awards previously issued to employees of RFS Pharma with an estimated fair value of approximately $6.6 million. The Series A shares automatically converted into 340,760,802 shares of the Company’s common stock upon the approval of the Company’s shareholders on March 3, 2015 to increase the total number of the Company’s authorized common shares to 800,000,000 shares. Prior to the Series A shares being converted to common stock, the Series A shares contained a provision that they could be redeemed at each holder’s option based on a defined conversion price beginning on November 25, 2015 if not previously converted to common stock. The Series A shares were therefore classified as mezzanine equity in the Company’s balance sheet as of December 31, 2014, because at that time such shares could potentially have been redeemed by its holders for events that were outside the Company’s control. No accretion to redemption value was required, as redemption was not probable. Basis of Presentation The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: RFS Pharma, LLC, Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany transactions and balances have been eliminated. Liquidity The Company has no pharmaceutical products approved for sale, has not generated any revenues to date from pharmaceutical product sales, and has incurred significant operating losses since inception. The Company has never been profitable and has incurred losses from operations of $105.8 million, $53.9 million and $5.8 million in the years ended December 31, 2016, 2015 and 2014, respectively. The Company does not believe that its cash and cash equivalents of $3.6 million as of December 31, 2016 are sufficient to fund its operations for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its commercial activities. The Company believes these conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities during 2017. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Segments The Company operates in only one segment. Management uses cash flow as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make 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 period. Actual results could differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, regulatory approvals, competition from current treatments and therapies and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. Products developed by the Company will require clearances from the U.S. Food and Drug Administration (the “FDA”) and other international regulatory agencies prior to commercial sales in their respective markets. The Company’s products may not receive the necessary clearances and if they are denied clearance, clearance is delayed or the Company is unable to maintain clearance the Company’s business could be materially adversely impacted. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include cash in a readily available checking account. Property and Equipment Property and equipment, which consists of lab equipment, computer equipment, and office equipment, are stated at cost and depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Goodwill and In-Process Research and Development Goodwill and an intangible asset for in-process research and development were recorded in connection with the acquisition of RFS Pharma in November 2014. In-process research and development represents a series of awarded patents, filed patent applications and an in-process research program acquired in the acquisition of RFS Pharma that are integral to the development of the Company’s planned future products. In-process research and development represents an indefinite-lived intangible asset. As a result, both goodwill and in-process research and development are not amortized but are tested for impairment annually at the reporting unit level on November 30 or more frequently if events and circumstances indicate impairment may have occurred. Factors the Company considers important that could trigger an interim review for impairment include, but are not limited to, the following: ● Significant changes in the manner of its use of acquired assets or the strategy for its overall business; ● Significant negative industry or economic trends; ● Significant decline in stock price for a sustained period; and ● Significant decline in market capitalization relative to net book value. ● Limited funding could further delay development efforts ● Safety or efficacy issues could surface during development efforts ● Clinical outcomes for drug candidates do not lead to regulatory approval Goodwill and in-process research and development are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the Company will then proceed to the two step impairment test. For goodwill, the first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit and for in-process research and development to compare the fair value of the in-process research and development asset to its carrying amount (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value exceeds the carrying amount, the goodwill or indefinite-lived research and development asset is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its in-process research and development, the Company determines fair values of its goodwill using the market approach, and its in-process research and development asset using the income approach. For both the years ended December 31, 2016 and 2015, the Company determined that a quantitative assessment of impairment of goodwill and in-process research and development was necessary and performed its annual impairment tests as of November 30, 2016 and 2015. In performing the impairment valuation, the Company considered, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal Pharma’s product candidates. The fair values of intangible assets were calculated primarily using a discounted cash flow analysis of future revenues to be generated from the eventual sale of potential products to be developed under the programs by geographic region, expected development costs and exit values under a number of different scenarios. Company management estimated the probabilities of occurrence of each scenario and prepared forecast balance sheets and income statements for the combined company. The rates utilized to discount net cash flows to their present values were based on a range of discount rates from 13.1% (rate during the active periods) to 14.4% (terminal rate). Other assumptions used to develop our estimated cash flows include prices charged by competitors for similar products, the expected price of our product candidates if and when they begin generating revenues, the probabilities of our product candidates obtaining regulatory approvals through various phases of development, and the market size of potential candidates for the products we are developing. Upon completion of the impairment evaluation, we have determined that in-process research and development assets related to our Hepatitis C programs have been impaired. During the fourth quarter of 2015, we determined the carrying value of our Hepatitis C in-process research and development was impaired by $38.7 million. During the fourth quarter of 2016, we determined the carrying value of our Hepatitis C in-process research and development was impaired by an additional $92.4 million. This impairment was the result of increased competition within the marketplace that is putting downward pressure on revenue projections and partially the result of further data defining the scientific and commercial potential of Company HCV compounds. We have reflected these write-downs in Research and Development expenses in our Consolidated Statements of Operations. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. Mortgage Note Receivable The Company records its mortgage note receivable at the amount advanced to the borrower, which includes the stated principal amount and certain loan origination and commitment fees that are recognized over the term of the mortgage note. Interest income is accrued as earned over the term of the mortgage note. The Company evaluates the collectability of both interest and principal of the note to determine whether it is impaired. The note is considered to be impaired if, based on current information and events, the Company determines that it is probable that it would be unable to collect all amounts due according to the existing contractual terms. Upon determination that the note is impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the note’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less the cost to sell. Grant Revenue and Accounts Receivable Research and development grants are recorded as revenue when there is reasonable assurance that the Company has complied with all conditions necessary to achieve the grants, collectability is reasonably assured, and as the expenditures are incurred. Accounts receivable represents amounts due under research and development grants that have not yet been received. Research and Development Expenses All research and development costs are expensed as incurred. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. Stock-Based Compensation The Company recognizes compensation expense using a fair-value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense, net of a forfeiture rate, over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk free interest rate. The Company estimates volatility using market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity Our derivative instruments consisting of warrants to purchase our common stock were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2016: ● Estimated dividends: None ● Expected volatility: 99.65 – 99.95% ● Risk-free interest rate: 2.24 – 2.25% ● Expected term: 6.82 – 7.05 years Our derivative instruments consisting of warrants to purchase our common stock were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2015: ● Estimated dividends: None ● Expected volatility: 78 - 101% ● Risk-free interest rate: 0.49 - 2.20% ● Expected term: 0.20 – 8.0 years Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In September 2014, the FASB issued ASU No. 2014-15 , Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern In November 2015, the FASB issued guidance on the classification of deferred taxes, ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Income Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases Leases In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) |
RFS Pharma, LLC Acquisition
RFS Pharma, LLC Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
RFS Pharma, LLC Acquisition | 3. RFS Pharma, LLC Acquisition On November 25, 2014, the Company entered into and closed an Agreement and Plan of Merger with RFS Pharma. At the closing of the merger, the Company issued to RFS Pharma’s members 1,000,000 shares of the Company’s Series A preferred shares to purchase all of the outstanding member interests in RFS Pharma, and also issued 16,542,538 options to purchase the Company’s common stock as replacements of awards previously issued to employees of RFS Pharma. The consideration paid by the Company was approximately $184.8 million, consisting of approximately $178.2 million for the issuance of the Series A preferred stock and approximately $6.6 million for the issuance of the options. The Series A shares automatically converted into 340,760,802 shares of the Company’s common stock upon the approval of the Company’s shareholders on March 3, 2015 to increase the total number of the Company’s authorized common shares to 800,000,000 shares. The goodwill associated with the acquisition is not deductible for tax purposes. The fair value of the Series A shares was based on the quoted market price of the Company’s common stock into which the Series A shares were convertible and the fair value of the replacement options issued was based on the Black-Scholes option pricing model. The purchase price consideration was allocated based on the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed from RFS Pharma. Based upon the estimated fair values determined by the Company, the total purchase price was allocated as follows (in thousands): Purchased in-process research and development $ 184,966 Net book value of tangible assets acquired (183 ) Goodwill 65,195 Deferred tax liability (65,195 ) Total purchase price $ 184,783 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment as of December 31 (in thousands): 2016 2015 Lab equipment $ 1,241 $ 1,205 Computer and office equipment 393 378 Total equipment 1,634 1,583 Less accumulated depreciation (1,354 ) (1,153 ) Property and equipment, net $ 280 $ 430 Depreciation expense was $201,000, $192,000 and $199,000 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 5. Marketable Securities As of December 31, 2014, the Company owned 260,000 shares of MusclePharm, Inc. (“MusclePharm”) common stock. The 260,000 shares were part of 600,000 shares originally issued to the Company related to the Company’s sale of assets to MusclePharm that were required to be held in escrow until October 2014 to satisfy any breaches of representations under the Biozone Merger Agreement. The 600,000 shares received by the Company that were not required to be held in escrow were sold for $5,400,000 in June 2014. On September 29, 2014, the Company signed a Memo of Understanding in which it agreed to release 90,000 shares of MusclePharm stock out of the original balance of 600,000 shares held in escrow in exchange for a release from all claims which MusclePharm had made concerning assets which it acquired in its purchase of assets from the Company in January 2014. The Company recognized a net loss on the return of these MusclePharm shares of $584,000 in the year ended December 31, 2014. In October 2014, MusclePharm exercised its right to repurchase 250,000 shares of MusclePharm shares at $10.00 per share. MusclePharm did not withdraw the portion of its claim that relates to the pending eviction proceedings and was to continue to hold in escrow 260,000 shares of its stock pending such time as MusclePharm and the Company could reach a mutually agreeable arrangement with respect to the MusclePharm lease. However, during the second quarter of 2015, the escrow agent released these shares held in escrow to MusclePharm without Cocrystal Pharma, Inc.’s consent. The Company recorded a $1,686,000 loss on this conversion, but may pursue reimbursement. |
Mortgage Note Receivable
Mortgage Note Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Mortgage Note Receivable | 6. Mortgage Note Receivable In June 2014, the Company acquired a mortgage note from a bank for $2,626,290 which is collateralized by, among other things, the underlying real estate and related improvements. The property subject to the mortgage is owned by Daniel Fisher, one of the founders of Biozone, and is currently under lease to MusclePharm. The mortgage note has a maturity date of August 1, 2032 and bears an interest rate of 7.24%. In 2014, Daniel Fisher and his affiliate, 580 Garcia Properties LLC, brought multiple lawsuits against the Company involving its predecessors and subsidiaries. The lawsuits have been settled and the complaints initiating them dismissed, without the Company making any payments to either Mr. Fisher or 580 Garcia Properties LLC. In addition, the mortgage note discussed above is a promissory note secured by a deed of trust under which 580 Garcia Properties LLC is the primary obligor. As of the time of the acquisition by the Company of the promissory note, 580 Garcia Properties LLC, was delinquent in its obligation to make certain monthly payments thereunder. Consequently, in December 2015, the Company issued notice of default letters to 580 Garcia Properties LLC, Daniel Fisher, and Sharon Fisher for said delinquencies, and proceeded in accordance with rights of a secured real estate creditor under California law, to initiate private foreclosure proceedings respecting the property, to foreclose under the promissory note secured by the deed of trust. A foreclosure sale was set in accordance with California law for January 27, 2017. Prior to the date of this foreclosure sale, Mr. Fisher filed a motion where he sought among other things an order of the court enjoining the foreclosure sale, alleging wrongdoing by the Company and Biozone Pharmaceuticals, Inc. and others that Mr. Fisher claims the Company has direct responsibility over. The court in the Fisher/Biozone Lawsuit heard oral argument on Mr. Fisher’s motion on March 2, 2017. On March 23, 2017, the court ordered further briefing by March 30, 2017 on the issue of whether to enjoin the foreclosure sale. Since the filing of Mr. Fisher’s motion the Company has voluntarily postponed the announced foreclosure sale several times from the original January 27, 2017 date and it is currently scheduled for April 28, 2017. There is no assurance that the sale date will not again be changed; that is highly dependent on proceedings in the Fisher/Biozone Lawsuit. Because the Company intends to foreclose on the property and foreclosure is probable, the Company recognized an impairment on the mortgage note receivable of $1,176,000 to adjust the carrying value of the note to its fair value. The fair value of the note was determined by reference to the estimated fair value of the underlying property, which was determined based on analysis of comparable properties and recent market data. Furthermore, as a result of the Company’s plan to divest of this asset within the next twelve months, the asset was reclassified from long-term to current. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Convertible Preferred Stock | 7. Convertible Preferred Stock Series A Convertible Preferred Stock As of January 1, 2014, Cocrystal Discovery, Inc. had outstanding shares of its Series A Preferred Stock (“Cocrystal Discovery Series A”). The holders of Cocrystal Discovery Series A preferred stock were entitled to receive cumulative dividends at a rate of $0.1153 per share per annum. The preferred stock dividends were payable when and if declared by the Company’s Board of Directors. No dividends were ever declared on the Cocrystal Discovery Series A. In connection with the merger with Biozone in January 2014, the Company exchanged the above Cocrystal Discovery Series A for a new Series B Convertible Preferred Stock. See below for more information. The Company has authorized up to 5,000,000 shares of preferred stock, $0.001 par value per share, for issuance. In connection with the merger with RFS Pharma in November 2014, the Company created a new series of Series A Preferred Stock (“Series A”). The Series A shares automatically converted into 340,760,802 shares of the Company’s common stock on March 3, 2015 as a result of the Company’s shareholders approving an increase in the number of the Company’s authorized common shares to 800,000,000. The Series A shares were classified as mezzanine equity in the Company’s consolidated balance sheet as of December 31, 2014, because at that date such shares could potentially have been redeemed by its holders for events that were outside the Company’s control. No accretion to redemption value was required, as redemption was not probable. Series B Convertible Preferred Stock In connection with the merger with Biozone, the Company issued to Cocrystal Discovery’s Series A and Common security holders 1,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Series B”). The Series B shares automatically converted into 205,083,086 shares of the Company’s common stock on March 3, 2015 as a result of the Company’s shareholders approving an increase in the number of the Company’s authorized common shares to 800,000,000. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock As of December 31, 2016, the Company had 800,000,000 shares of authorized common stock, $0.001 par value per share, and had 714,031,255 shares issued and outstanding. The holders of common stock are entitled to one vote for each share of common stock held. On March 15, 2016, the Company accepted subscription agreements representing investor commitments totaling $5,004,370 in a private placement offering to investors who participated in the March 2015 private placement on a pro-rata basis to their participation in the March 2015 private placement of 9,812,491 shares of the Company’s common stock at a purchase price of $0.51 per share. The purchasers included 7 members of the Company’s board of directors including Dr. Raymond F. Schinazi and Dr. Phil Frost. |
Stock Based Awards
Stock Based Awards | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stock Based Awards | 9. Stock Based Awards Equity Incentive Plans The Company adopted an equity incentive plan (the “2007 Plan”) in 2007 under which 53,599,046 shares of common stock have been reserved for issuance to employees, nonemployee directors and consultants of the Company. Recipients of incentive stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2007 Plan is ten years. The options generally vest 25% after one year, with the balance vesting monthly over the remaining three years. As of December 31, 2016, 1,638,000 shares remain under this plan. The Company adopted a second equity incentive plan (the “2015 Plan”) in 2015 under which 50,000,000 shares of common stock have been reserved for issuance to employees, directors and consultants of the Company. Recipients of incentive stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2015 Plan is ten years. The options generally vest 25% after one year, with the balance vesting monthly over the remaining three years. As of December 31, 2016, 46,730,000 shares of common stock remain available for future grant under the 2015 Plan. The following table summarizes stock option transactions for the 2007 and 2015 Plans for the year ended December 31, 2016 (amounts in thousands, except per share amounts): Number of shares available for grant Total options outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2015 29,668 43,071 $ 0.48 $ 17,867 Exercised - (20 ) 0.15 - Granted - - - - Cancelled 18,700 (18,700 ) 0.70 - Balance at December 31, 2016 48,368 24,351 $ 0.30 $ 5,457 The Company recognizes compensation expense using a fair-value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis. The Black-Scholes option pricing model includes the following weighted average assumptions: 2015 2014 Assumptions: Risk-free interest rate 1.66 - 2.08 % 1.08 – 2.51 % Expected dividend yield 0 % 0 % Expected volatility 78 - 108 % 108 % Expected terms (in years) 5.00 - 6.50 6.08 The Company did not grant any options during the year ended December 31, 2016. During 2015, the Company granted 21,970,000 options under the 2015 Plan and 1,750,000 under the 2007 Plan with exercise prices ranging from $0.70 to $1.17 per share. In the merger with RFS Pharma during 2014, the Company issued 16,542,538 options with a weighted average exercise price of $0.10 per share in exchange for RFS options then outstanding. These were the only options issued in 2014. The weighted average fair value of options granted during 2014 was $0.45. The Company uses historical data to estimate forfeitures at the time of grant and is required to record stock-based compensation only for those awards that are expected to vest. The Company has assumed a zero-forfeiture rate in the valuation of awarded stock options. The Company recorded employee stock-based compensation expense of $548,000 and $2,934,000 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, there was $1,725,000 of total unrecognized compensation expense related to non-vested employee stock options that is expected to be recognized over a weighted average period of 2.2 years. For options granted and outstanding, there were 24,351,000 options outstanding which were fully vested or expected to vest, with an aggregate intrinsic value of $5,589,000 and a weighted average remaining contractual term of 6.0 years at December 31, 2016. For vested and exercisable options, outstanding shares totaled 21,323,860, with an aggregate intrinsic value of $5,286,000. These options had a weighted-average exercise price of $0.22 per share and a weighted-average remaining contractual term of 5.4 years at December 31, 2016. The aggregate intrinsic value of outstanding and exercisable options at December 31, 2016 was calculated based on the closing price of the Company’s common stock as reported on the Over-the-Counter Bulletin Board and the OTCQx markets on December 31, 2016 of approximately $0.39 per share less the exercise price of the options. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the Company’s common stock and the exercise price of the underlying options. Common Stock Reserved for Future Issuance The following table present information concerning common stock available for future issuance (in thousands): December 31, 2016 2015 Stock options issued and outstanding 24,351 43,071 Authorized for future option grants 48,368 29,485 Warrants outstanding 6,275 8,280 Total 78,994 80,836 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Warrants | 10. Warrants The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2016, 2015 and 2014 (in thousands): Warrants accounted for as: Warrants accounted for as: Equity Liabilities January 2012 warrants March 2013 warrants April 2013 warrants February 2012 warrants August 2013 warrants October 2013 warrants October 2013 Series A warrants January 2015 warrants Total Outstanding, January 1, 2014 - - - - - - - - - Warrants acquired in merger with Biozone 650 455 1,864 1,000 10,000 200 7,000 - 21,169 Warrants issued - - - - - - - 5,500 5,500 Outstanding, December 31, 2014 650 455 1,864 1,000 10,000 200 7,000 5,000 26,669 Warrants exercised - - (364 ) - (10,000 ) (200 ) (6,225 ) (1,500 ) (18,289 ) Outstanding, December 31, 2015 650 455 1,500 1,000 - - 775 4,000 8,380 Warrants expired (650 ) (455 ) (889 ) (1,994 ) Warrants exercised - (111 ) - - - - (111 ) Outstanding, December 31, 2016 - - 1,500 - - - 775 4,000 6,275 Expiration date January 11, 2016 March 1, 2016 April 25, 2018 February 28, 2016 August 26, 2023 October 18, 2018 October 24, 2023 January 16, 2024 Warrants consist of warrants with the potential to be settled in cash, which are liability-classified warrants, and equity-classified warrants. Warrants classified as liabilities Liability-classified warrants consist of warrants issued by Biozone in connection with equity financings in February 2012, August 2013, October 2013 and January 2014, which were assumed by the Company in connection with its merger with Biozone in January 2014. As of December 31, 2016, 4,775,000 warrants are accounted for as liabilities and 1,500,000 warrants are accounted for as equity. Warrants accounted for as liabilities have the potential to be settled in cash or not indexed to the Company’s own stock. The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of operations and comprehensive income (loss) as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2016: October 2013 warrants January 2015 warrants Strike price $ 0.50 $ 0.50 Expected term (years) 6.8 7.0 Cumulative volatility % 99.7 % 100 % Risk-free rate % 2.24 % 2.25 % The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2015: February 2012 warrants August 2013 warrants October 2013 warrants October 2013 warrants January 2014 warrants Strike price $ 0.60 $ 0.40 $ 0.50 $ 0.50 $ 0.50 Expected term (years) 0.2 7.7 2.8 7.8 8.0 Cumulative volatility % 81 % 101 % 78 % 101 % 100 % Risk-free rate % 0.49 % 2.18 % 1.26 % 2.14 % 2.15 % The Company’s expected volatility is based on a combination of implied volatilities of similar publicly traded entities given that the Company has limited history of its own observable stock price. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends. |
Licenses and Collaborations
Licenses and Collaborations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Licenses and Collaborations | 11. Licenses and Collaborations Emory University: Cocrystal Pharma has an exclusive license from Emory University for use of certain inventions and technology related to inhibitors of hepatitis C virus that were jointly developed by Emory and Cocrystal Pharma employees. The License Agreement is dated March 7, 2013 wherein Emory agrees to add to the Licensed Patents and Licensed Technology Emory’s rights to any patent, patent application, invention, or technology application that is based on technology disclosed within three (3) years of March 7, 2013. The agreement includes payments due to Emory ranging from $40,000 to $500,000 based on successful achievement of certain drug development milestones. Additionally, Cocrystal may have royalty payments at 3.5% of net sales due to Emory with a minimum in year one of $25,000 and increase to $400,000 in year five upon product commercialization. One of Cocrystal’s Directors, Dr. Raymond Schinazi, is also a faculty member at Emory University. NIH: Cocrystal Pharma has two Public Health Biological Materials License Agreements with the NIH. The original License Agreements were dated August 31, 2010 and it was amended on November 6, 2013. The materials licensed are being used in Norovirus assays to screen potential antiviral agents in our library. University of Pittsburgh and Emory University: Cocrystal Pharma assigned its patent rights to the patent titled “3’-AZIDO PURINENUCLEOTIDE PRODRUGS FOR TREATMENT OF VIRAL INFECTIONS” to University of Pittsburgh on November 21, 2015. This patent is jointly owned by Cocrystal Pharma, the University of Pittsburgh and Emory University. One of Cocrystal’s Directors, Dr. Raymond Schinazi, is also a faculty member at Emory University. Duke University and Emory University: Cocrystal Pharma has entered an agreement to license various patents and know-how to use CRISPR/Cas9 technologies for developing a possible cure for hepatitis B virus (HBV) and human papilloma virus (HPV). This license allows Cocrystal Pharma to develop and potentially commercialize a cure for HBV utilizing the underlying patents and technologies developed by the universities. This agreement includes a non-refundable $100,000 license fee payable to Duke upon a determination of rights letter from the U.S. Veterans Administration with respect to patents and know-how that disclaims any ownership interest. Future royalties may be payable to Duke, ranging from 2-5% of net sales depending on achieving certain sales milestones, if commercial products are developed using this know-how. One of Cocrystal’s Directors, Dr. Raymond Schinazi, is also a faculty member at Emory University. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 12. Fair Value Measurement ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorized its cash equivalents as Level 1 fair value measurements. The warrants are valued using the Black-Scholes option-pricing model as discussed in Note 10 above. The following table presents a summary of fair values of assets and liabilities that are remeasured at fair value at each balance sheet date as of December 31, 2016 and 2015, and their placement within the fair value hierarchy as discussed above (in thousands): December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Unobservable Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 3,640 $ 3,640 $ - $ - Liabilities: Warrants potentially settleable in cash $ 1,476 $ - $ - $ 1,476 December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Unobservable Inputs Description 2015 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 9,276 $ 9,276 $ - $ - Liabilities: Warrants potentially settleable in cash $ 4,115 $ - $ - $ 4,115 The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2016, 2015, or 2014. A reconciliation of the beginning and ending Level 3 liabilities for the years ended December 31, 2016, 2015 and 2014, is as follows (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 2016 2015 2014 Balance , January 1, $ 4,115 $ 8,464 $ 23 Value of warrants converted in cashless exercise (36 ) (14,265 ) - Change in fair value of Teva option - - (23 ) Estimated fair value of warrants assumed in merger on January 2, 2014 - - 10,475 Estimated fair value of warrants issued in January common stock sale - - 3,696 Change in fair value of warrants for the year ended (2,603 ) 9,916 (5,707 ) Balance at December 31, $ 1,476 $ 4,115 $ 8,464 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss per Share The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260, Earnings Per Share The following table sets forth the computation of basic and diluted net loss per share (amounts in thousands, except per share amounts): For the year ended: 2016 2015 2014 Numerator: Net loss attributable to common shareholders $ (74,874 ) $ (50,122 ) $ (99 ) Adjustment for change in fair value of derivative liability (2,603 ) - (2,228 ) Net loss attributable to common shareholders, as adjusted $ (77,477 ) $ (50,122 ) $ (2,327 ) Denominator: Weighted average shares outstanding used to compute net loss per share: Basic 705,529 630,316 326,779 Adjustment for dilutive effects of warrants 471 - 954 Diluted 706,000 630,316 327,733 Net loss per share Basic $ (0.11 ) $ (0.08 ) $ (0.00 ) Diluted $ (0.11 ) $ (0.08 ) $ (0.01 ) The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): For the year ended December 31, 2016 2015 2014 Options to purchase common stock 24,351 43,071 19,600 Warrants to purchase common stock - 8,280 16,669 Total 24,351 51,351 36,269 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes In accordance with the authoritative guidance for income taxes under ASC 740, a deferred tax asset or liability is determined based on the difference between the financial statement and the tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company recognizes the impact of a tax position in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company is subject to taxation in the U.S. and various state jurisdictions. Currently no years are under examination. All tax years are subject to examination by the U.S. and state tax authorities due to the carry-forward of unutilized net operating losses and research and development credits. A reconciliation of income tax expense (benefit) for the years ended December 31, 2016, 2015, and 2014 is as follows: Year Ended December 31, 2016 2015 2014 Current: Federal $ $ - $ - State 19 19 2 Total current income tax expense 19 19 2 Deferred: Federal (32,421 ) (12,001 ) (51 ) State 3,008 (3,266 ) (3 ) Total deferred income tax expense (benefit) (29,413 ) (15,267 ) (54 ) Total income tax expense (benefit) (29,394 ) $ (15,248 ) $ (52 ) Significant components of the Company’s deferred income taxes at December 31, 2016 and 2015 are shown below (in thousands): December 31, 2016 2015 Deferred Tax Assets: Net operating loss carryforwards $ 20,633 $ 14,273 Compensation 1,323 1,098 Research and development tax credits 1,390 972 Property and equipment 22 - Other 545 128 Total gross deferred tax assets 23,912 16,471 Deferred Tax Liabilities Property and equipment - (5 ) Acquired in-process research and development (20,462 ) (49,875 ) Total Deferred Tax Liabilities (20,462 ) (49,880 ) Net deferred tax assets 3,450 (33,409 ) Valuation allowance (23,912 ) (16,466 ) Net Deferred Tax Liability $ (20,462 ) $ (49,875 ) The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. The Company has not considered the deferred tax liability related to acquired in-process research and development to be a future source of taxable income in evaluating the need for a valuation allowance against its deferred tax assets due to the in-process research and development asset being considered an indefinite-lived intangible asset. At December 31, 2016, the Company had federal and California net operating losses, or NOL, carryforwards of approximately $54.0 million and $47.0 million, respectively. The federal NOL carryforwards begin to expire in 2027, and the California NOL carryforwards begin to expire in 2029. At December 31, 2016, the Company also had federal and California research tax credit carryforwards of approximately $1.2 million and $0.3 million, respectively. The federal research tax credit carryforwards begin to expire in 2029, and the California research tax credit carryforwards do not expire and can be carried forward indefinitely until utilized. The above NOL carryforwards and the research tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes, which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. As long as the Company maintains a full valuation allowance against its deferred tax assets, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2016 2015 2014 Statutory federal income tax rate 34.0 % 34 % 34.0 % Change in fair value of warrant liability 0.9 % (5.2 )% 10.7 % State income taxes, net of federal benefit 4.8 % 0.1 % 0.4 % Tax credits 0.4 % 0.3 % 0.9 % Change in valuation allowance (7.3 )% (12.5 )% (11.2 )% Permanent differences - (0.8 )% (0.7 )% State rate adjustment (5.3 %) 3.3 % - Other 0.9 % 4.4 % 0.1 % Effective rate 28.3 % 23.6 % 23.6 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Commitments The Company leases office and laboratory space in Bothell, Washington and Tucker, Georgia, under operating leases that expire in January 2019 and June 2017, respectively. Future minimum lease payments, by year and in aggregate, are as follows: Year ending December 31 (in thousands) 2017 $ 228 2018 160 2019 14 Total Minimum Lease Payments $ 402 The minimum lease payments above do not include common area maintenance (CAM) charges, which are contractual obligations under some of the Company’s operating leases, but are not fixed and can fluctuate from year to year. The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term. The Company has the right to terminate this lease after three years, by giving prior notice at least 180 days prior to such early termination date and by paying a termination fee equal to the sum of three months’ rent plus the unamortized balance of the sum of (a) all brokerage commissions paid by the landlord of the property in connection with the lease and (b) the abated free base rent related to the five months of the lease, treating items (a) and (b) as being amortized on a level basis over the five year base term of the lease. The offices and laboratory space in Tucker, Georgia are leased from a limited liability company owned by one of Cocrystal’s Directors, Dr. Raymond Schinazi. Rent expense for 2016, 2015, and 2014, totaled $345,000, $375,000 and $295,000, respectively. Contingencies From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of this report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position. In October 2013, Plaintiff Shefa LMV, LLC (“Plaintiff”) filed a First Amended Complaint (“Complaint”) in Los Angeles Superior Court for civil penalties and injunctive relief against numerous retailers and manufacturers of products, and alleged violations of California Health & Safety Code Sec. 25249.6 (part of the “Safe Drinking Water and Toxic Enforcement Act”) and California Business & Professional Code Sec. 17200, et seq. (California’s “Unfair Competition Law”). On October 17, 2014, Plaintiff filed an amendment to the Complaint, adding the Company’s subsidiary Biozone Laboratories, Inc. a California corporation, as Doe Defendant No. 9. An oral agreement between counsel for the Company and for Plaintiff has resulted in preparation of a Proposed Consent Judgment as to Biozone Laboratories, Inc. If fully executed and approved by the court, the Company will pay $7,500 in exchange for the release and discharge by the settling plaintiff only, with the Company presently expecting no further proceedings. In October 2015, Cocrystal Pharma, Inc. received a subpoena from the staff of the Securities and Exchange Commission seeking the production of documents. The Company is fully cooperating with the inquiry. The Company cannot predict or determine whether any proceeding may be instituted in connection with the subpoena or the outcome of any proceeding that may be instituted. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | 16. Quarterly Results (Unaudited) Selected quarterly financial data for 2016 and 2015 are contained in the Condensed Interim Financial Data table below. ($ in thousands except per share amounts) 4th Q 3rd Q 2nd Q 1st Q 2016 Grant Revenues $ - $ - $ - $ - Research and development 93,876 (1) 2,093 2,368 3,342 General and administrative 510 (199 ) 1,836 1,992 Total costs and expenses 94,386 1,894 4,204 5,334 Operating loss (94,386 ) (1,894 ) (4,204 ) (5,334 ) Other income (expense), net (762 ) 13 977 1,322 Income tax benefit (provision) $ 29,394 $ - $ - $ - Net (loss) income (65,754 ) (1,881 ) (3,227 ) (4,012 ) Basic (loss) earnings per common share $ (0.10 ) $ (0.00 ) $ (0.00 ) $ (0.01 ) (Loss) earnings per common share assuming dilution $ (0.10 ) $ (0.00 ) $ (0.00 ) $ (0.01 ) 2015 Grant Revenues $ - $ 24 $ 27 $ 27 Research and development 41,578 (2) 2,177 1,946 1,560 General and administrative 2,795 1,437 1,898 635 Total costs and expenses 44,373 3,614 3,844 2,195 Operating loss (44,373 ) (3,590 ) (3,817 ) (2,168 ) Other income (expense), net (1,376 ) 3,082 1,246 (14,374 ) Income tax benefit (provision) 15,300 - (52 ) - Net (loss) income $ (30,449 ) $ (508 ) $ (2,623 ) $ (16,542 ) Basic (loss) earnings per common share $ (0.05 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) (Loss) earnings per common share assuming dilution $ (0.05 ) $ (0.01 ) $ (0.01 ) $ (0.04 ) (1) Includes impairment charge for the company’s IPR&D asset of $92,369,000 (2) Includes impairment charge for the company’s IPR&D asset of $38,665,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: RFS Pharma, LLC, Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany transactions and balances have been eliminated. |
Liquidity | Liquidity The Company has no pharmaceutical products approved for sale, has not generated any revenues to date from pharmaceutical product sales, and has incurred significant operating losses since inception. The Company has never been profitable and has incurred losses from operations of $107.0 million, $53.9 million and $5.8 million in the years ended December 31, 2016, 2015 and 2014, respectively. The Company does not believe that its cash and cash equivalents of $3.6 million as of December 31, 2016 are sufficient to fund its operations for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its commercial activities. The Company believes these conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities during 2017. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. |
Segments | Segments The Company operates in only one segment. Management uses cash flow as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make 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 period. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. |
Risks and Uncertainties | Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, regulatory approvals, competition from current treatments and therapies and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. Products developed by the Company will require clearances from the U.S. Food and Drug Administration (the “FDA”) and other international regulatory agencies prior to commercial sales in their respective markets. The Company’s products may not receive the necessary clearances and if they are denied clearance, clearance is delayed or the Company is unable to maintain clearance the Company’s business could be materially adversely impacted. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include cash in a readily available checking account. |
Property and Equipment | Property and Equipment Property and equipment, which consists of lab equipment, computer equipment, and office equipment, are stated at cost and depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development Goodwill and an intangible asset for in-process research and development were recorded in connection with the acquisition of RFS Pharma in November 2014. In-process research and development represents a series of awarded patents, filed patent applications and an in-process research program acquired in the acquisition of RFS Pharma that are integral to the development of the Company’s planned future products. In-process research and development represents an indefinite-lived intangible asset. As a result, both goodwill and in-process research and development are not amortized but are tested for impairment annually at the reporting unit level on November 30 or more frequently if events and circumstances indicate impairment may have occurred. Factors the Company considers important that could trigger an interim review for impairment include, but are not limited to, the following: ● Significant changes in the manner of its use of acquired assets or the strategy for its overall business; ● Significant negative industry or economic trends; ● Significant decline in stock price for a sustained period; and ● Significant decline in market capitalization relative to net book value. ● Limited funding could further delay development efforts ● Safety or efficacy issues could surface during development efforts ● Clinical outcomes for drug candidates do not lead to regulatory approval Goodwill and in-process research and development are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the Company will then proceed to the two step impairment test. For goodwill, the first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit and for in-process research and development to compare the fair value of the in-process research and development asset to its carrying amount (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value exceeds the carrying amount, the goodwill or indefinite-lived research and development asset is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its in-process research and development, the Company determines fair values of its goodwill using the market approach, and its in-process research and development asset using the income approach. For both the years ended December 31, 2016 and 2015, the Company determined that a quantitative assessment of impairment of goodwill and in-process research and development was necessary and performed its annual impairment tests as of November 30, 2016 and 2015. In performing the impairment valuation, the Company considered, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal Pharma’s product candidates. The fair values of intangible assets were calculated primarily using a discounted cash flow analysis of future revenues to be generated from the eventual sale of potential products to be developed under the programs by geographic region, expected development costs and exit values under a number of different scenarios. Company management estimated the probabilities of occurrence of each scenario and prepared forecast balance sheets and income statements for the combined company. The rates utilized to discount net cash flows to their present values were based on a range of discount rates from 13.1% (rate during the active periods) to 14.4% (terminal rate). Other assumptions used to develop our estimated cash flows include prices charged by competitors for similar products, the expected price of our product candidates if and when they begin generating revenues, the probabilities of our product candidates obtaining regulatory approvals through various phases of development, and the market size of potential candidates for the products we are developing. Upon completion of the impairment evaluation, we have determined that in-process research and development assets related to our Hepatitis C programs have been impaired. During the fourth quarter of 2015, we determined the carrying value of our Hepatitis C in-process research and development was impaired by $38.7 million. During the fourth quarter of 2016, we determined the carrying value of our Hepatitis C in-process research and development was impaired by an additional $92.4 million. This impairment was the result of increased competition within the marketplace that is putting downward pressure on revenue projections and partially the result of further data defining the scientific and commercial potential of Company HCV compounds. We have reflected these write-downs in Research and Development expenses in our Consolidated Statements of Operations. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. |
Mortgage Note Receivable | Mortgage Note Receivable The Company records its mortgage note receivable at the amount advanced to the borrower, which includes the stated principal amount and certain loan origination and commitment fees that are recognized over the term of the mortgage note. Interest income is accrued as earned over the term of the mortgage note. The Company evaluates the collectability of both interest and principal of the note to determine whether it is impaired. The note is considered to be impaired if, based on current information and events, the Company determines that it is probable that it would be unable to collect all amounts due according to the existing contractual terms. Upon determination that the note is impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the note’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less the cost to sell. |
Grant Revenue and Accounts Receivable | Grant Revenue and Accounts Receivable Research and development grants are recorded as revenue when there is reasonable assurance that the Company has complied with all conditions necessary to achieve the grants, collectability is reasonably assured, and as the expenditures are incurred. Accounts receivable represents amounts due under research and development grants that have not yet been received. |
Research and Development Expenses | Research and Development Expenses All research and development costs are expensed as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense using a fair-value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense, net of a forfeiture rate, over the requisite service period on a straight-line basis. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk free interest rate. The Company estimates volatility using market comparable entities since the Company’s common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity Our derivative instruments consisting of warrants to purchase our common stock were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2016: ● Estimated dividends: None ● Expected volatility: 99.65 – 99.95% ● Risk-free interest rate: 2.24 – 2.25% ● Expected term: 6.82 – 7.05 years Our derivative instruments consisting of warrants to purchase our common stock were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2015: ● Estimated dividends: None ● Expected volatility: 78 - 101% ● Risk-free interest rate: 0.49 - 2.20% ● Expected term: 0.20 – 8.0 years |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In September 2014, the FASB issued ASU No. 2014-15 , Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern In November 2015, the FASB issued guidance on the classification of deferred taxes, ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Income Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases Leases In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Instruments | Our derivative instruments consisting of warrants to purchase our common stock were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2016: ● Estimated dividends: None ● Expected volatility: 99.65 – 99.95% ● Risk-free interest rate: 2.24 – 2.25% ● Expected term: 6.82 – 7.05 years Our derivative instruments consisting of warrants to purchase our common stock were valued using the Black-Scholes option pricing model, using the following assumptions at December 31, 2015: ● Estimated dividends: None ● Expected volatility: 78 - 101% ● Risk-free interest rate: 0.49 - 2.20% ● Expected term: 0.20 – 8.0 years |
RFS Pharma, LLC Acquisition (Ta
RFS Pharma, LLC Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Consideration | Based upon the estimated fair values determined by the Company, the total purchase price was allocated as follows (in thousands): Purchased in-process research and development $ 184,966 Net book value of tangible assets acquired (183 ) Goodwill 65,195 Deferred tax liability (65,195 ) Total purchase price $ 184,783 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31 (in thousands): 2016 2015 Lab equipment $ 1,241 $ 1,205 Computer and office equipment 393 378 Total equipment 1,634 1,583 Less accumulated depreciation (1,354 ) (1,153 ) Property and equipment, net $ 280 $ 430 |
Stock Based Awards (Tables)
Stock Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Stock Option Transactions | The following table summarizes stock option transactions for the 2007 and 2015 Plans for the year ended December 31, 2016 (amounts in thousands, except per share amounts): Number of shares available for grant Total options outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2015 29,668 43,071 $ 0.48 $ 17,867 Exercised - (20 ) 0.15 - Granted - - - - Cancelled 18,700 (18,700 ) 0.70 - Balance at December 31, 2016 48,368 24,351 $ 0.30 $ 5,457 |
Schedule of Weighted Average Assumptions Used | The Black-Scholes option pricing model includes the following weighted average assumptions: 2015 2014 Assumptions: Risk-free interest rate 1.66 - 2.08 % 1.08 – 2.51 % Expected dividend yield 0 % 0 % Expected volatility 78 - 108 % 108 % Expected terms (in years) 5.00 - 6.50 6.08 |
Schedule of Common Stock Reserved for Future Issuance | The following table present information concerning common stock available for future issuance (in thousands): December 31, 2016 2015 Stock options issued and outstanding 24,351 43,071 Authorized for future option grants 48,368 29,485 Warrants outstanding 6,275 8,280 Total 78,994 80,836 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Warrant Activity | The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2016, 2015 and 2014 (in thousands): Warrants accounted for as: Warrants accounted for as: Equity Liabilities January 2012 warrants March 2013 warrants April 2013 warrants February 2012 warrants August 2013 warrants October 2013 warrants October 2013 Series A warrants January 2015 warrants Total Outstanding, January 1, 2014 - - - - - - - - - Warrants acquired in merger with Biozone 650 455 1,864 1,000 10,000 200 7,000 - 21,169 Warrants issued - - - - - - - 5,500 5,500 Outstanding, December 31, 2014 650 455 1,864 1,000 10,000 200 7,000 5,000 26,669 Warrants exercised - - (364 ) - (10,000 ) (200 ) (6,225 ) (1,500 ) (18,289 ) Outstanding, December 31, 2015 650 455 1,500 1,000 - - 775 4,000 8,380 Warrants expired (650 ) (455 ) (889 ) (1,994 ) Warrants exercised - (111 ) - - - - (111 ) Outstanding, December 31, 2016 - - 1,500 - - - 775 4,000 6,275 Expiration date January 11, 2016 March 1, 2016 April 25, 2018 February 28, 2016 August 26, 2023 October 18, 2018 October 24, 2023 January 16, 2024 |
Schedule of Fair Value of the Warrants Classified as Liabilities | The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2016: October 2013 warrants January 2015 warrants Strike price $ 0.50 $ 0.50 Expected term (years) 6.8 7.0 Cumulative volatility % 99.7 % 100 % Risk-free rate % 2.24 % 2.25 % The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2015: February 2012 warrants August 2013 warrants October 2013 warrants October 2013 warrants January 2014 warrants Strike price $ 0.60 $ 0.40 $ 0.50 $ 0.50 $ 0.50 Expected term (years) 0.2 7.7 2.8 7.8 8.0 Cumulative volatility % 81 % 101 % 78 % 101 % 100 % Risk-free rate % 0.49 % 2.18 % 1.26 % 2.14 % 2.15 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Values of Assets and Liabilities Measured at Fair Value On Recurring and NonRecurring Basis | The following table presents a summary of fair values of assets and liabilities that are remeasured at fair value at each balance sheet date as of December 31, 2016 and 2015, and their placement within the fair value hierarchy as discussed above (in thousands): December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Unobservable Inputs Description 2016 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 3,640 $ 3,640 $ - $ - Liabilities: Warrants potentially settleable in cash $ 1,476 $ - $ - $ 1,476 December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Unobservable Inputs Description 2015 (Level 1) (Level 2) (Level 3) Assets: Cash and cash equivalents $ 9,276 $ 9,276 $ - $ - Liabilities: Warrants potentially settleable in cash $ 4,115 $ - $ - $ 4,115 |
Schedule of Reconciliation of the Beginning and Ending Level 3 Liabilities | The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2016, 2015, or 2014. A reconciliation of the beginning and ending Level 3 liabilities for the years ended December 31, 2016, 2015 and 2014, is as follows (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 2016 2015 2014 Balance , January 1, $ 4,115 $ 8,464 $ 23 Value of warrants converted in cashless exercise (36 ) (14,265 ) - Change in fair value of Teva option - - (23 ) Estimated fair value of warrants assumed in merger on January 2, 2014 - - 10,475 Estimated fair value of warrants issued in January common stock sale - - 3,696 Change in fair value of warrants for the year ended (2,603 ) 9,916 (5,707 ) Balance at December 31, $ 1,476 $ 4,115 $ 8,464 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (amounts in thousands, except per share amounts): For the year ended: 2016 2015 2014 Numerator: Net loss attributable to common shareholders $ (74,874 ) $ (50,122 ) $ (99 ) Adjustment for change in fair value of derivative liability (2,603 ) - (2,228 ) Net loss attributable to common shareholders, as adjusted $ (77,477 ) $ (50,122 ) $ (2,327 ) Denominator: Weighted average shares outstanding used to compute net loss per share: Basic 705,529 630,316 326,779 Adjustment for dilutive effects of warrants 471 - 954 Diluted 706,000 630,316 327,733 Net loss per share Basic $ (0.11 ) $ (0.08 ) $ (0.00 ) Diluted $ (0.11 ) $ (0.08 ) $ (0.01 ) |
Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share | The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): For the year ended December 31, 2016 2015 2014 Options to purchase common stock 24,351 43,071 19,600 Warrants to purchase common stock - 8,280 16,669 Total 24,351 51,351 36,269 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense (benefit) | A reconciliation of income tax expense (benefit) for the years ended December 31, 2016, 2015, and 2014 is as follows: Year Ended December 31, 2016 2015 2014 Current: Federal $ $ - $ - State 19 19 2 Total current income tax expense 19 19 2 Deferred: Federal (32,421 ) (12,001 ) (51 ) State 3,008 (3,266 ) (3 ) Total deferred income tax expense (benefit) (29,413 ) (15,267 ) (54 ) Total income tax expense (benefit) (29,394 ) $ (15,248 ) $ (52 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income taxes at December 31, 2016 and 2015 are shown below (in thousands): December 31, 2016 2015 Deferred Tax Assets: Net operating loss carryforwards $ 20,633 $ 14,273 Compensation 1,323 1,098 Research and development tax credits 1,390 972 Property and equipment 22 - Other 545 128 Total gross deferred tax assets 23,912 16,471 Deferred Tax Liabilities Property and equipment - (5 ) Acquired in-process research and development (20,462 ) (49,875 ) Total Deferred Tax Liabilities (20,462 ) (49,880 ) Net deferred tax assets 3,450 (33,409 ) Valuation allowance (23,912 ) (16,466 ) Net Deferred Tax Liability $ (20,462 ) $ (49,875 ) |
Schedule of Reconciliation of the Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2016 2015 2014 Statutory federal income tax rate 34.0 % 34 % 34.0 % Change in fair value of warrant liability 0.9 % (5.2 )% 10.7 % State income taxes, net of federal benefit 4.8 % 0.1 % 0.4 % Tax credits 0.4 % 0.3 % 0.9 % Change in valuation allowance (7.3 )% (12.5 )% (11.2 )% Permanent differences - (0.8 )% (0.7 )% State rate adjustment (5.3 %) 3.3 % - Other 0.9 % 4.4 % 0.1 % Effective rate 28.3 % 23.6 % 23.6 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments, by year and in aggregate, are as follows: Year ending December 31 (in thousands) 2017 $ 228 2018 160 2019 14 Total Minimum Lease Payments $ 402 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Results Tables | |
Schedule of Quarterly Financial Data | Selected quarterly financial data for 2016 and 2015 are contained in the Condensed Interim Financial Data table below. ($ in thousands except per share amounts) 4th Q 3rd Q 2nd Q 1st Q 2016 Grant Revenues $ - $ - $ - $ - Research and development 93,876 (1) 2,093 2,368 3,342 General and administrative 510 (199 ) 1,836 1,992 Total costs and expenses 94,386 1,894 4,204 5,334 Operating loss (94,386 ) (1,894 ) (4,204 ) (5,334 ) Other income (expense), net (762 ) 13 977 1,322 Income tax benefit (provision) $ 29,394 $ - $ - $ - Net (loss) income (65,754 ) (1,881 ) (3,227 ) (4,012 ) Basic (loss) earnings per common share $ (0.10 ) $ (0.00 ) $ (0.00 ) $ (0.01 ) (Loss) earnings per common share assuming dilution $ (0.10 ) $ (0.00 ) $ (0.00 ) $ (0.01 ) 2015 Grant Revenues $ - $ 24 $ 27 $ 27 Research and development 41,578 (2) 2,177 1,946 1,560 General and administrative 2,795 1,437 1,898 635 Total costs and expenses 44,373 3,614 3,844 2,195 Operating loss (44,373 ) (3,590 ) (3,817 ) (2,168 ) Other income (expense), net (1,376 ) 3,082 1,246 (14,374 ) Income tax benefit (provision) 15,300 - (52 ) - Net (loss) income $ (30,449 ) $ (508 ) $ (2,623 ) $ (16,542 ) Basic (loss) earnings per common share $ (0.05 ) $ (0.00 ) $ (0.00 ) $ (0.03 ) (Loss) earnings per common share assuming dilution $ (0.05 ) $ (0.01 ) $ (0.01 ) $ (0.04 ) (1) Includes impairment charge for the company’s IPR&D asset of $92,369,000 (2) Includes impairment charge for the company’s IPR&D asset of $38,665,000 |
Organization and Basis of Pre34
Organization and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Mar. 03, 2015 | Nov. 25, 2014 | Jan. 02, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | ||||||||||
Losses from operations | $ 94,386 | $ 1,894 | $ 4,204 | $ 5,334 | $ 44,373 | $ 3,590 | $ 3,817 | $ 2,168 | $ 105,819 | $ 53,948 | $ 5,799 | ||||
Cash and cash equivalents | $ 3,640 | $ 9,276 | $ 3,640 | $ 9,276 | $ 3,970 | $ 1,034 | |||||||||
Biozone, Biozone Acquisitions Co., Inc [Member] | |||||||||||||||
Equity ownership interest rate | 60.00% | ||||||||||||||
Biozone, Biozone Acquisitions Co., Inc [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Number of converted shares of common stock | 205,083,086 | 1,000,000 | |||||||||||||
Common stock, shares authorized | 800,000,000 | ||||||||||||||
Cocrystal Discovery [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Common stock exchange ratio | 7.454% | ||||||||||||||
Number of common stock shares issued | 1 | ||||||||||||||
Cocrystal, Cocrystal Holdings, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Number of common stock value issued | $ 184,800 | ||||||||||||||
Number of common stock shares issued | 1,000,000 | ||||||||||||||
Number of options to purchase of common stock | $ 178,200 | ||||||||||||||
Number of options to purchase of common stock, shares | 16,542,538 | ||||||||||||||
RFS Pharma, LLC [Member] | |||||||||||||||
Number of options to purchase of common stock, shares | 16,542,538 | ||||||||||||||
RFS Pharma, LLC [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Number of converted shares of common stock | 340,760,802 | ||||||||||||||
Common stock, shares authorized | 800,000,000 | ||||||||||||||
Number of options to purchase of common stock | $ 6,600 | ||||||||||||||
Number of options to purchase of common stock, shares | 1,000,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | [1] | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | [2] | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Research and development | $ 93,876 | $ 2,093 | $ 2,368 | $ 3,342 | $ 41,578 | $ 2,177 | $ 1,946 | $ 1,560 | $ 101,679 | $ 47,261 | $ 4,071 | ||
Minimum [Member] | |||||||||||||
Property and equipment, estimated useful lives | 3 years | ||||||||||||
Range of discount rates | 13.10% | ||||||||||||
Maximum [Member] | |||||||||||||
Property and equipment, estimated useful lives | 5 years | ||||||||||||
Range of discount rates | 14.40% | ||||||||||||
[1] | Includes impairment charge for the company's IPR&D asset of $92,369,000 | ||||||||||||
[2] | Includes impairment charge for the company's IPR&D asset of $38,665,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Derivative Instruments (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Estimated dividends | 0.00% | |
Risk-free interest rate | 0.00% | |
Minimum [Member] | ||
Estimated dividends | 0.00% | 0.00% |
Expected volatility | 99.65% | 78.00% |
Risk-free interest rate | 2.24% | 0.49% |
Expected term | 6 years 9 months 26 days | 2 months 12 days |
Maximum [Member] | ||
Estimated dividends | 0.00% | 0.00% |
Expected volatility | 99.95% | 101.00% |
Risk-free interest rate | 2.25% | 2.20% |
Expected term | 7 years 18 days | 8 years |
RFS Pharma, LLC Acquisition (De
RFS Pharma, LLC Acquisition (Details Narrative) - USD ($) $ in Thousands | Nov. 25, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 03, 2015 |
Proceeds from issuance of options | $ 184,800 | |||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | |
RFS Pharma, LLC [Member] | ||||
Number of options to purchase of common stock, shares | 16,542,538 | |||
Proceeds from issuance of options | $ 6,600 | |||
RFS Pharma, LLC [Member] | Series A Preferred Stock [Member] | ||||
Number of options to purchase of common stock, shares | 1,000,000 | |||
Proceeds from issuance of options | $ 178,200 | |||
Number of converted shares of common stock | 340,760,802 | |||
Common stock, shares authorized | 800,000,000 |
RFS Pharma, LLC Acquisition - S
RFS Pharma, LLC Acquisition - Schedule of Purchase Price Consideration (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Business Combinations [Abstract] | |
Purchased in-process research and development | $ 184,966 |
Net book value of tangible assets acquired | (183) |
Goodwill | 65,195 |
Deferred tax liability | (65,195) |
Total purchase price | $ 184,783 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 201 | $ 192 | $ 199 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Total equipment | $ 1,634 | $ 1,583 |
Less accumulated depreciation | (1,354) | (1,153) |
Property and equipment, net | 280 | 430 |
Lab Equipment [Member] | ||
Total equipment | 1,241 | 1,205 |
Computer And Office Equipment [Member] | ||
Total equipment | $ 393 | $ 378 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 29, 2014 | Jan. 31, 2014 | |
Common stock issued | 714,031,255 | 694,396,000 | 714,031,255 | 694,396,000 | |||||||||||
Net loss | $ (65,754) | $ (1,881) | $ (3,227) | $ (4,012) | $ (30,449) | $ (508) | $ (2,623) | $ (16,542) | $ (74,874) | $ (50,122) | $ (99) | ||||
Common stock per share | $ 0.001 | $ .001 | $ 0.001 | $ .001 | |||||||||||
MusclePharm, Inc [Member] | |||||||||||||||
Common stock owned | 260,000 | ||||||||||||||
Common stock issued | 600,000 | ||||||||||||||
Sales held in escrow | $ 5,400 | ||||||||||||||
Shares agreed to release | 90,000 | ||||||||||||||
Shares exchanged in escrow | 260,000 | 600,000 | |||||||||||||
Net loss | $ 1,686 | $ 584 | |||||||||||||
Repurchase of common stock | 250,000 | ||||||||||||||
Common stock per share | $ 10 |
Mortgage Note Receivable (Detai
Mortgage Note Receivable (Details Narrative) - Mortgage Note [Member] | 1 Months Ended |
Jun. 30, 2014USD ($) | |
Mortgage note receivable | $ 2,626,290 |
Debt instrument maturity date | Aug. 1, 2032 |
Debt instrument interest rate | 7.24% |
Impairment of mortgage note receivable | $ 1,176,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) - $ / shares | Mar. 03, 2015 | Jan. 02, 2014 |
Conversion of preferred stock into common stock | 340,760,802 | |
Excess of common stock authorized | 800,000,000 | |
Cocrystal Discovery Series A [Member] | ||
Preferred stock dividend, per share | $ 0.1153 | |
Preferred stock authorized | 5,000,000 | |
Preferred stock par value | $ 0.001 | |
Series B Convertible Preferred Stock [Member] | ||
Conversion of preferred stock into common stock | 205,083,086 | |
Excess of common stock authorized | 800,000,000 | |
Preferred stock issued | 1,000,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 03, 2015 |
Common stock authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||
Common stock par value | $ 0.001 | $ .001 | |||
Common stock issued | 714,031,255 | 694,396,000 | |||
Common stock outstanding | 714,031,255 | 694,396,000 | |||
Private Placement [Member] | |||||
Number of common stock issued, shares | 9,812,491 | ||||
Common stock purchase price, per share | $ 0.51 | ||||
Investor [Member] | |||||
Number of common stock issued | $ 5,004,370 |
Stock Based Awards (Details Nar
Stock Based Awards (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares reserved for issuance | 78,994,000 | 80,836,000 |
Common stock remain available for future grant | 48,368,000 | 29,485,000 |
Weighted average exercise price | $ 0.22 | |
Stock option award forfeiture | 0 | |
Stock based compensation | $ 548,000 | $ 2,934,000 |
Unrecognized compensation expense | $ 1,725,000 | |
Weighted average period | 2 years 2 months 12 days | |
Stock option outstanding vested or expected to vest | 24,351,000 | |
Aggregate intrinsic value of stock option | $ 5,589,000 | |
Weighted average remaining contractual term | 6 years | |
Stock option vested exercisable | $ 21,323,860 | |
Agreegate intrinsic value exercisable | $ 5,286,000 | |
Weighted averaqge exercisable contractual term | 5 years 4 months 24 days | |
Over-the-Counter Bulletin Board [Member] | ||
Weighted average exercise price | $ 0.39 | |
2007 Plan [Member] | ||
Stock option term | The maximum term of options granted under the 2007 Plan is ten years | |
Shares vesting percentage | 25.00% | |
Shares vesting period | 3 years | |
Common stock remain available for future grant | 1,638,000 | |
Stock option granted | 1,750,000 | |
Exercise price range lower limit | $ 0.70 | |
Exercise price range upper limit | $ 1.17 | |
2015 plan [Member] | ||
Stock option term | The maximum term of options granted under the 2015 Plan is ten years | |
Shares vesting percentage | 25.00% | |
Shares vesting period | 3 years | |
Common stock remain available for future grant | 46,730,000 | |
Stock option granted | 21,970,000 | |
Exercise price range lower limit | $ 0.70 | |
Exercise price range upper limit | 1.17 | |
Weighted average exercise price | $ 0.45 | |
Employee Stock Option Plan [Member] | ||
Stock option granted | 16,542,538 | |
Weighted average exercise price | $ 0.10 | |
Weighted average period | 1 year 10 months 24 days | |
Employees Nonemployee Directors And Consultants [Member] | 2007 Plan [Member] | ||
Shares reserved for issuance | 53,599,046 | |
Employees Nonemployee Directors And Consultants [Member] | 2015 plan [Member] | ||
Shares reserved for issuance | 50,000,000 |
Stock Based Awards - Summary of
Stock Based Awards - Summary of Stock Option Transactions (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Number of shares available for grant, beginning | 29,485,000 |
Number of shares available for grant, ending | 48,368,000 |
Weighted Average Exercise Price, ending | $ / shares | $ 0.22 |
Aggregate Intrinsic Value, ending | $ | $ 5,589,000 |
2007 And 2015 plan [Member] | |
Number of shares available for grant, beginning | 29,668,000 |
Number of shares available for grant, Exercised | |
Number of shares available for grant, Granted | |
Number of shares available for grant, Cancelled | 18,700,000 |
Number of shares available for grant, ending | 48,368,000 |
Total options outstanding, beginning | 43,071,000 |
Total options outstanding, Exercised | (20,000) |
Total options outstanding, Granted | |
Total options outstanding, Cancelled | (18,700,000) |
Total options outstanding, ending | 24,351,000 |
Weighted Average Exercise Price, outstanding | $ / shares | $ 0.48 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.15 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | 0.70 |
Weighted Average Exercise Price, ending | $ / shares | $ 0.30 |
Aggregate Intrinsic Value, outstanding | $ | $ 17,867 |
Aggregate Intrinsic Value, ending | $ | $ 5,457 |
Stock Based Awards - Schedule o
Stock Based Awards - Schedule of Weighted Average Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 108.00% | |
Expected terms (in years) | 2 years 2 months 12 days | |
Minimum [Member] | ||
Risk-free interest rate | 1.66% | 1.08% |
Expected volatility | 78.00% | |
Expected terms (in years) | 5 years | |
Maximum [Member] | ||
Risk-free interest rate | 2.08% | 2.51% |
Expected volatility | 108.00% | |
Expected terms (in years) | 6 years 6 months |
Stock Based Awards - Schedule48
Stock Based Awards - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Stock options issued and outstanding | 24,351,000 | 43,071,000 |
Authorized for future option grants | 48,368,000 | 29,485,000 |
Warrants outstanding | 6,275,000 | 8,280,000 |
Total | 78,994,000 | 80,836,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants | 6,275,000 | 8,280,000 |
Risk free interest | 0.00% | |
Dividend Yield | 0.00% | |
Liabilities [Member] | ||
Warrants | 4,775,000 | |
Equity [Member] | ||
Warrants | 1,500,000 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant [Member] | |||
Number of warrants outstanding, beginning | 8,380,000 | 26,769,000 | |
Warrants acquired in merger with Biozone | 21,169,000 | ||
Number of warrants issued | 5,500,000 | ||
Number of warrants exercised | (111,000) | (18,289,000) | |
Number of warrants expired | (1,994,000) | ||
Number of warrants outstanding, ending | 62,750,000 | 8,380,000 | 26,769,000 |
January 2012 Warrants [Member] | Equity [Member] | |||
Number of warrants outstanding, beginning | 650,000 | 650,000 | |
Warrants acquired in merger with Biozone | 650,000 | ||
Number of warrants issued | |||
Number of warrants exercised | |||
Number of warrants expired | (650,000) | ||
Number of warrants outstanding, ending | 650,000 | 650,000 | |
Warrant expiration date | Jan. 11, 2016 | ||
March 2013 Warrants [Member] | Equity [Member] | |||
Number of warrants outstanding, beginning | 455,000 | 455,000 | |
Warrants acquired in merger with Biozone | 455,000 | ||
Number of warrants issued | |||
Number of warrants exercised | |||
Number of warrants expired | 455,000 | ||
Number of warrants outstanding, ending | 455,000 | 455,000 | |
Warrant expiration date | Mar. 1, 2016 | ||
April 2013 Warrants [Member] | Equity [Member] | |||
Number of warrants outstanding, beginning | 1,500,000 | 1,864,000 | |
Warrants acquired in merger with Biozone | 1,864,000 | ||
Number of warrants issued | |||
Number of warrants exercised | (364,000) | ||
Number of warrants expired | |||
Number of warrants outstanding, ending | 1,500,000 | 1,500,000 | 1,864,000 |
Warrant expiration date | Apr. 25, 2018 | ||
February 2012 Warrants [Member] | Liabilities [Member] | |||
Number of warrants outstanding, beginning | 1,000,000 | 1,000,000 | |
Warrants acquired in merger with Biozone | 1,000,000 | ||
Number of warrants issued | |||
Number of warrants exercised | (111,000) | ||
Number of warrants expired | (889,000) | ||
Number of warrants outstanding, ending | 1,000,000 | 1,000,000 | |
Warrant expiration date | Feb. 28, 2016 | ||
August 2013 Warrants [Member] | Liabilities [Member] | |||
Number of warrants outstanding, beginning | 10,000,000 | ||
Warrants acquired in merger with Biozone | 10,000,000 | ||
Number of warrants issued | |||
Number of warrants exercised | (10,000,000) | ||
Number of warrants outstanding, ending | 10,000,000 | ||
Warrant expiration date | Aug. 26, 2023 | ||
October 2013 Warrants [Member] | Liabilities [Member] | |||
Number of warrants outstanding, beginning | 200,000 | ||
Warrants acquired in merger with Biozone | 200,000 | ||
Number of warrants issued | |||
Number of warrants exercised | (200,000) | ||
Number of warrants outstanding, ending | 200,000 | ||
Warrant expiration date | Oct. 18, 2018 | ||
October 2013 Warrants Series A [Member] | Liabilities [Member] | |||
Number of warrants outstanding, beginning | 775,000 | 7,100,000 | |
Warrants acquired in merger with Biozone | 7,000,000 | ||
Number of warrants issued | |||
Number of warrants exercised | (6,225,000) | ||
Number of warrants outstanding, ending | 775,000 | 775,000 | 7,100,000 |
Warrant expiration date | Oct. 24, 2023 | ||
January 2015 Warrants [Member] | Liabilities [Member] | |||
Number of warrants outstanding, beginning | 4,000,000 | 5,500,000 | |
Warrants acquired in merger with Biozone | |||
Number of warrants issued | 5,500,000 | ||
Number of warrants exercised | (1,500,000) | ||
Number of warrants outstanding, ending | 4,000,000 | 4,000,000 | 5,500,000 |
Warrant expiration date | Jan. 16, 2024 |
Warrants - Schedule of Fair Val
Warrants - Schedule of Fair Value of the Warrants Classified as Liabilities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Risk-free rate % | 0.00% | |
October 2013 Warrants [Member] | ||
Strike price | $ 0.50 | $ 0.50 |
Expected term (years) | 6 years 9 months 18 days | 2 years 9 months 18 days |
Cumulative volatility % | 99.70% | 78.00% |
Risk-free rate % | 2.24% | 1.26% |
January 2015 Warrants [Member] | ||
Strike price | $ 0.50 | |
Expected term (years) | 7 years | |
Cumulative volatility % | 100.00% | |
Risk-free rate % | 2.25% | |
February 2012 Warrants [Member] | ||
Strike price | $ 0.60 | |
Expected term (years) | 2 months 12 days | |
Cumulative volatility % | 81.00% | |
Risk-free rate % | 0.49% | |
August 2013 Warrants [Member] | ||
Strike price | $ 0.40 | |
Expected term (years) | 7 years 8 months 12 days | |
Cumulative volatility % | 101.00% | |
Risk-free rate % | 2.18% | |
October 2013 Warrants One [Member] | ||
Strike price | $ 0.50 | |
Expected term (years) | 7 years 9 months 18 days | |
Cumulative volatility % | 101.00% | |
Risk-free rate % | 2.14% | |
January 2014 Warrants [Member] | ||
Strike price | $ 0.50 | |
Expected term (years) | 8 years | |
Cumulative volatility % | 100.00% | |
Risk-free rate % | 2.15% |
Licenses and Collaborations (De
Licenses and Collaborations (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
License agreement, description | The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term. The Company has the right to terminate this lease after three years, by giving prior notice at least 180 days prior to such early termination date and by paying a termination fee equal to the sum of three months rent plus the unamortized balance of the sum of (a) all brokerage commissions paid by the landlord of the property in connection with the lease and (b) the abated free base rent related to the five months of the lease, treating items (a) and (b) as being amortized on a level basis over the five year base term of the lease. |
Emory University [Member] | |
License agreement, description | The License Agreement is dated March 7, 2013 wherein Emory agrees to add to the Licensed Patents and Licensed Technology Emorys rights to any patent, patent application, invention, or technology application that is based on technology disclosed within three (3) years of March 7, 2013. |
Emory University [Member] | Sales Revenue, Net [Member] | |
Royalty, percentage | 3.50% |
Duke [Member] | |
Non-refundable license fee payable | $ 100 |
Minimum [Member] | Emory University [Member] | |
Payment due to achievement of certain drug development milestones | $ 40 |
Minimum [Member] | Duke [Member] | Sales Revenue, Net [Member] | |
Royalty, percentage | 2.00% |
Maximum [Member] | Emory University [Member] | |
Payment due to achievement of certain drug development milestones | $ 500 |
Maximum [Member] | Duke [Member] | Sales Revenue, Net [Member] | |
Royalty, percentage | 5.00% |
Minimum In One Year [Member] | Emory University [Member] | |
Royalty payment | $ 25 |
Maximum In Five Year [Member] | Emory University [Member] | |
Royalty payment | $ 400 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Values of Assets and Liabilities Measured at Fair Value On Recurring and NonRecurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents | $ 3,640 | $ 9,276 | $ 3,970 | $ 1,034 |
Warrants potentially settleable in cash | 1,476 | 4,115 | ||
Quoted Prices in Active Markets Level 1 [Member] | ||||
Cash and cash equivalents | 3,640 | 9,276 | ||
Warrants potentially settleable in cash | ||||
Significant Other Observable Inputs Level 2 [Member] | ||||
Cash and cash equivalents | ||||
Warrants potentially settleable in cash | ||||
Unobservable Inputs Level 3 [Member] | ||||
Cash and cash equivalents | ||||
Warrants potentially settleable in cash | $ 1,476 | $ 4,115 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Reconciliation of the Beginning and Ending Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Estimated fair value of warrants assumed in merger on January 2, 2014 | $ 946 | ||
Unobservable Inputs Level 3 [Member] | |||
Balance - January 1 | 4,115 | 8,464 | 23 |
Value of warrants converted in cashless exercise | (36) | (14,265) | |
Change in fair value of Teva option | (23) | ||
Estimated fair value of warrants assumed in merger on January 2, 2014 | 10,475 | ||
Estimated fair value of warrants issued in January common stock sale | 3,696 | ||
Change in fair value of warrants for the year ended | (2,603) | 9,916 | (5,707) |
Balance at December 31 | $ 1,476 | $ 4,115 | $ 8,464 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to shareholders | $ (65,754) | $ (1,881) | $ (3,227) | $ (4,012) | $ (30,449) | $ (508) | $ (2,623) | $ (16,542) | $ (74,874) | $ (50,122) | $ (99) |
Adjustment for change in fair market value of derivative liability | (2,603) | (2,228) | |||||||||
Net loss attributable to shareholders adjusted for assumed exercises | $ (77,477) | $ (50,122) | $ (2,327) | ||||||||
Weighted average common shares outstanding, basic | 705,529,000 | 630,316,000 | 326,779,000 | ||||||||
Adjustment for dilutive effect of warrants | 471,000 | 954,000 | |||||||||
Diluted | 706,000,000 | 630,316,000 | 327,753,000 | ||||||||
Net loss per share, basic | $ (0.10) | $ 0 | $ 0 | $ (0.01) | $ (0.05) | $ 0 | $ 0 | $ (0.03) | $ (0.11) | $ (0.08) | $ 0 |
Net loss per share, diluted | $ (0.10) | $ 0 | $ 0 | $ (0.01) | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.11) | $ (0.08) | $ (0.01) |
Net Loss Per Share - Schedule56
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Anti-dilutive securities | 24,351,000 | 51,351,000 | 36,269 |
Employee Stock Option [Member] | |||
Anti-dilutive securities | 24,351,000 | 43,071,000 | 19,600 |
Warrant [Member] | |||
Anti-dilutive securities | 8,280,000 | 16,669 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets net operating loss carry forward | $ 20,633 | $ 14,273 |
Ownership change, description | In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. | |
Federal [Member] | ||
Deferred tax assets net operating loss carry forward | $ 54,000 | |
Net operating loss carry forward, expiration | 2,027 | |
Deferred research tax credit carryforwards | $ 1,200 | |
California [Member] | ||
Deferred tax assets net operating loss carry forward | $ 47,000 | |
Net operating loss carry forward, expiration | 2,029 | |
Deferred research tax credit carryforwards | $ 300 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal | |||
State | 19 | 19 | 2 |
Total current income tax expense | 19 | 19 | 2 |
Deferred Federal | (32,421) | (12,001) | (51) |
Deferred State | 3,008 | (3,266) | (3) |
Total deferred income tax expense (benefit) | (29,413) | (15,267) | (54) |
Total income tax expense (benefit) | $ (29,394) | $ (15,248) | $ (52) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 20,633 | $ 14,273 |
Compensation | 1,323 | 1,098 |
Research and development tax credits | 1,390 | 972 |
Property and equipment | 22 | |
Other | 545 | 128 |
Total gross deferred tax assets | 23,912 | 16,471 |
Property and equipment | (5) | |
Acquired in-process research and development | (20,462) | (49,875) |
Total Deferred Tax Liabilities | (20,462) | (49,880) |
Net deferred tax assets | 3,450 | (33,409) |
Valuation allowance | (23,912) | (16,466) |
Net Deferred Tax Liability | $ (20,462) | $ (49,875) |
Income Taxes - Schedule of Re60
Income Taxes - Schedule of Reconciliation of the Federal Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal statutory rate | 34.00% | 34.00% | 34.00% |
Change in fair value of warrant liability | 0.90% | (5.20%) | 10.70% |
State income taxes, net of federal benefit | 4.80% | 0.10% | 0.40% |
Tax credits | 0.40% | 0.30% | 0.90% |
Change in valuation allowance | (7.30%) | (12.50%) | (11.20%) |
Permanent differences | (0.80%) | (0.70%) | |
State rate adjustment | (5.30%) | 3.30% | |
Other | 0.90% | 4.40% | 0.10% |
Effective rate | 28.30% | 23.60% | 23.60% |
Commitments and Contingencies61
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 17, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments description | The minimum lease payments above include the amounts that would be paid if the Company maintains its Bothell lease for the five-year term. The Company has the right to terminate this lease after three years, by giving prior notice at least 180 days prior to such early termination date and by paying a termination fee equal to the sum of three months rent plus the unamortized balance of the sum of (a) all brokerage commissions paid by the landlord of the property in connection with the lease and (b) the abated free base rent related to the five months of the lease, treating items (a) and (b) as being amortized on a level basis over the five year base term of the lease. | |||
Rent expense | $ 345,000 | $ 375,000 | $ 295,000 | |
Loss Contingency, Damages Paid, Value | $ 7,500 | |||
Bothell [Member] | ||||
Operating Lease term | Jan. 31, 2019 | |||
Tucker [Member] | ||||
Operating Lease term | Jun. 30, 2017 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 228 |
2,018 | 160 |
2,019 | 14 |
Total Minimum Lease Payments | $ 402 |
Quarterly Results (Unaudited) -
Quarterly Results (Unaudited) - Schedule of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Quarterly Results - Schedule Of Quarterly Financial Data Details | |||||||||||||
Grant Revenues | $ 24 | $ 27 | $ 27 | $ 78 | $ 9 | ||||||||
Research and development | 93,876 | [1] | 2,093 | 2,368 | 3,342 | 41,578 | [2] | 2,177 | 1,946 | 1,560 | 101,679 | 47,261 | 4,071 |
General and administrative | 510 | (199) | 1,836 | 1,992 | 2,795 | 1,437 | 1,898 | 635 | 4,140 | 6,765 | 1,737 | ||
Total costs and expenses | 94,386 | 1,894 | 4,204 | 5,334 | 44,373 | 3,614 | 3,844 | 2,195 | 105,819 | 54,026 | 5,808 | ||
Operating loss | (94,386) | (1,894) | (4,204) | (5,334) | (44,373) | (3,590) | (3,817) | (2,168) | (105,819) | (53,948) | (5,799) | ||
Other income (expense), net | (762) | (13) | (977) | 1,322 | (1,376) | 3,082 | 1,246 | 14,374 | 1,551 | (11,422) | 5,648 | ||
Income tax benefit (provision) | 29,394 | 15,300 | (52) | (29,394) | (15,248) | (52) | |||||||
Net (loss) income | $ (65,754) | $ (1,881) | $ (3,227) | $ (4,012) | $ (30,449) | $ (508) | $ (2,623) | $ (16,542) | $ (74,874) | $ (50,122) | $ (99) | ||
Basic (loss) earnings per common share | $ (0.10) | $ 0 | $ 0 | $ (0.01) | $ (0.05) | $ 0 | $ 0 | $ (0.03) | $ (0.11) | $ (0.08) | $ 0 | ||
(Loss) earnings per common share assuming dilution | $ (0.10) | $ 0 | $ 0 | $ (0.01) | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.11) | $ (0.08) | $ (0.01) | ||
[1] | Includes impairment charge for the company's IPR&D asset of $92,369,000 | ||||||||||||
[2] | Includes impairment charge for the company's IPR&D asset of $38,665,000 |
Quarterly Results - Schedule of
Quarterly Results - Schedule of Quarterly Financial Data (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Results - Schedule Of Quarterly Financial Data Details | |||||
Impairment charge | $ 92,369,000 | $ 38,665,000 | $ 1,177 |