Stockholders' Equity Note Disclosure [Text Block] | 8. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Redeemable Convertible Preferred Stock We had 20,216,583 5,500,000 3,229,975 Pursuant to our fourth amended and restated certificate of incorporation, we are authorized to issue 5,000,000 Warrants In February 2015, we received an aggregate of $ 10,000 93,844 0.11 As discussed above, immediately prior to the consummation of our IPO, seven-year warrants to purchase 2,452,242 0.01 303,096 As of December 31, 2016, we have an outstanding warrant to purchase 63,000 5.00 14,133 7.96 December 1, 2020 Common Stock In connection with a bridge loan financing and our IPO, in December 2015 and in February 2016, some of our investors, who collectively beneficially owned the majority of our common stock, entered into stock purchase agreements with Titan Multi-Strategy Fund I, LTD (“Titan”) and certain of its third-party designees pursuant to which, concurrently with the closing of the IPO, sold an aggregate of 1,393,880 We recorded the fair value of this stock amounting to $ 7.0 5.00 We have also issued to Palladium Capital Advisors, LLC, as consideration for serving as a non-exclusive advisor in connection with our IPO and financing activities, 112,000 5.00 560,000 December 31, 2016 2015 Stock options outstanding 1,751,473 443,779 Stock options available for grant 465,265 30,319 Exercise of common stock warrants 77,133 Exercise of Series A Preferred Stock warrants - 454,014 Convertible notes payable - 2,437,142 Issuance of Series A Preferred Stock - 2,539,182 Issuance of Series A-1 preferred stock - 690,793 2,293,871 6,595,229 Stock Option Plans 2006 Stock Plan The PhaseRx, Inc. 2006 Stock Plan, as amended and restated on June 13, 2014, as subsequently amended, which we refer to as the 2006 Stock Plan, was adopted by our board of directors in March 2006 and approved by our stockholders in April 2006. Our 2006 Stock Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to our employees, and for the grant of non-statutory stock options and stock purchase rights to our employees, directors and consultants. Immediately prior to the IPO, the 2006 Stock Plan ceased to be available for future issuances of awards, and we will not grant any additional awards under the 2006 Stock Plan. However, our 2006 Stock Plan will continue to govern the terms and conditions of outstanding awards granted thereunder. 2016 Long-Term Incentive Plan On February 8, 2016, our board of directors approved the 2016 Long-Term Incentive Plan, which we refer to as the 2016 Plan. The 2016 Plan provides for the granting of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to our employees and for the granting of nonqualified stock options, restricted stock, stock appreciation rights, restricted stock units, performance awards, dividend equivalent rights, and other awards to our employees, directors and consultants. The 2016 Plan became effective immediately prior to the IPO. We have initially reserved a total of 1,532,299 5 584,516 2,116,815 Shares Available for Future Issuances Balance, January 1, 2016 - Shares authorized based on 2016 Long-Term Incentive Plan 1,532,299 Granted (1,095,237) Forfeited or expired 28,203 Balance, December 31, 2016 465,265 Stock-Based Compensation We granted incentive stock options to employees and members of the board of directors for their services on the board of directors and nonqualified stock options to nonemployee consultants for their consulting services. Options, in general, either vest in 48 equal installments on each monthly anniversary or 25% on the first year anniversary and 1/48 th We recorded employee stock-based compensation expense of $ 927,000 21,000 1.6 2.0 Year Ended December 31, 2016 2015 Research and development $ 294 $ 17 General and administrative 633 4 $ 927 $ 21 Year ended December 31, 2016 2015 Weighted- Average Weighted- Average Options Exercise Price Options Exercise Price Outstanding beginning of period 443,779 $ 0.9537 440,776 $ 0.9795 Options granted 1,340,817 3.1136 21,588 0.1066 Options exercised (1,968) 0.0407 (1,780) 0.1066 Options forfeited (31,155) 4.5989 (16,805) 0.6318 Outstanding end of period 1,751,473 $ 2.5434 443,779 $ 0.9537 Exercisable end of period 466,403 $ 1.8853 257,383 $ 1.3934 Weighted-average fair value of options granted during the period $ 2.2677 $ 0.092 Weighted-Average Weighted-Average Number of Remaining Number of Exercise Options Contractual Life Exercise Prices Options Price Exercisable (years) $ 0.0020 - $1.0656 280,019 $ 0.1723 178,803 6.97 $ 1.4500 384,900 1.4500 500 9.94 $ 1.8115 - $2.3443 396,442 2.0206 182,467 7.19 $ 2.6640 - $3.1600 216,181 3.1417 46,439 9.36 $ 4.2900 50,000 4.2900 5,208 9.50 $ 5.0800 423,931 5.0800 52,986 9.42 1,751,473 $ 2.5434 466,403 8.64 The aggregate intrinsic value of stock options outstanding at December 31, 2016 was $ 424,000 240,000 3,000 Year Ended December 31, 2016 2015 Weighted average estimated fair value per share $ 2.2677 $ 0.092 Weighted average assumptions: Dividend yields Expected term (years) 5.9 6.9 Risk free interest rate 1.5 % 1.6 % Volatility 80.3 % 89.6 % The risk-free interest rates used in the Black-Scholes option pricing model are based on the implied yield currently available in United States Treasury securities at maturity with an equivalent term. We have limited stock option exercise information. Accordingly, the expected term of stock options granted was calculated using the simplified method, which represents the average of the contractual term of the stock option and the weighted-average vesting period of the stock option. We have not declared or paid any dividends and do not currently expect to do so in the foreseeable future. The value of our underlying common stock is determined by the board of directors relied in part upon the report of third party valuation specialists and input from our management prior to the IPO. Expected volatility is based on an average volatility of stock prices for a group of similar publicly traded companies. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. |