Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 19, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | KEMPHARM, INC | |
Entity Central Index Key | 1,434,647 | |
Trading Symbol | kmph | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 14,647,680 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Balance Sheets (Curre
Condensed Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 12,880 | $ 16,762 |
Restricted cash | 1,100 | 1,100 |
Marketable securities | 48,243 | 51,003 |
Trade date receivables | 5,003 | |
Prepaid expenses and other current assets | 795 | 489 |
Total current assets | 63,018 | 74,357 |
Property and equipment, net | 2,201 | 1,970 |
Long-term investments | 10,162 | 8,200 |
Other long-term assets | 260 | 360 |
Total assets | 75,641 | 84,887 |
Liabilities and stockholders' deficit | ||
Accounts payable and accrued expenses | 4,584 | 6,444 |
Current portion of capital lease obligation | 162 | 157 |
Other current liabilities | 62 | 41 |
Total current liabilities | 4,808 | 6,642 |
Convertible notes, net | 91,560 | 91,170 |
Derivative and warrant liability | 11,834 | 4,618 |
Other long-term liabilities | 1,368 | 1,153 |
Total liabilities | 109,570 | 103,583 |
Commitments and contingencies (Note D) | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 14,646,982 shares issued and outstanding as of March 31, 2017 (unaudited) and December 31, 2016 | 1 | 1 |
Additional paid-in capital | 103,732 | 102,643 |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of March 31, 2017 (unaudited) and December 31, 2016 | 0 | 0 |
Accumulated deficit | (137,662) | (121,340) |
Total stockholders' deficit | (33,929) | (18,696) |
Total liabilities and stockholders' deficit | $ 75,641 | $ 84,887 |
Condensed Balance Sheets (Curr3
Condensed Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 14,646,982 | 14,646,982 |
Common stock, shares outstanding (in shares) | 14,646,982 | 14,646,982 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | ||
Operating expenses: | ||
Research and development | 4,114 | 3,234 |
General and administrative | 3,266 | 3,736 |
Total operating expenses | 7,380 | 6,970 |
Loss from operations | (7,380) | (6,970) |
Other (expense) income: | ||
Loss on extinguishment of debt | (4,740) | |
Interest expense related to amortization of debt issuance costs and discount | (390) | (442) |
Interest expense on principal | (1,441) | (1,150) |
Fair value adjustment | (7,216) | 10,278 |
Interest and other income | 101 | 102 |
Total other (expense) income | (8,946) | 4,048 |
Loss before income taxes | (16,326) | (2,922) |
Income tax benefit (expense) | 4 | (12) |
Net loss | $ (16,322) | $ (2,934) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (1.11) | $ (0.20) |
Weighted average number of shares of common stock outstanding: | ||
Basic and diluted (in shares) | 14,646,982 | 14,495,703 |
Unaudited Condensed Statements5
Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (16,322) | $ (2,934) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on extinguishment of debt | 4,740 | |
Write-off of deferred offering costs | 445 | |
Stock-based compensation expense | 1,089 | 1,022 |
Non-cash interest expense | 1,031 | 968 |
Amortization of debt issuance costs and debt discount | 390 | 442 |
Depreciation and amortization expense | 80 | 26 |
Fair value adjustment | 7,216 | (10,278) |
Change in assets and liabilities: | ||
Prepaid expenses and other assets | (206) | 2,372 |
Accounts payable and accrued expenses | (2,867) | (679) |
Other liabilities | 68 | 11 |
Net cash used in operating activities | (9,521) | (3,865) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (99) | (66) |
Purchases of marketable securities and long-term investments | (11,670) | (14,666) |
Maturities of marketable securities | 17,471 | |
Net cash provided by (used in) investing activities | 5,702 | (14,732) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of discounts and commissions | 82,800 | |
Repayment of term notes and related accrued interest | (18,621) | |
Payment of deferred offering costs | (26) | |
Payment of debt and stock issuance costs | (583) | |
Repayment of obligations under capital lease | (37) | (8) |
Proceeds from exercise of warrants | 24 | |
Net cash (used in) provided by financing activities | (63) | 63,612 |
Net (decrease) increase in cash and cash equivalents | (3,882) | 45,015 |
Cash and cash equivalents, beginning of period | 16,762 | 32,318 |
Cash and cash equivalents, end of period | 12,880 | 77,333 |
Supplemental cash flow information: | ||
Cash paid for interest | 2,617 | 182 |
Transfer of warrants to equity upon exercise | 82 | |
Fixed assets included in accounts payable and accrued expenses | 2 | 12 |
Fixed assets financed under a lease agreement | 230 | |
Debt issuance costs included in accounts payable and accrued expenses | $ 309 |
Note A - Description of Busines
Note A - Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | A. Description of Business and Basis of Presentation Organization KemPharm, Inc. (the “ Company”) is a clinical-stage specialty pharmaceutical company engaged in the discovery and development of proprietary prodrugs. Through the use of its Ligand Activated Therapy (“LAT”) platform technology, the Company is able to initiate and pursue the development of improved versions of widely prescribed, approved drugs. The Company was formed and incorporated in Iowa on October 30, 2006 May 30, 2014. The Company has experienced recurring losses from operations and negative operating cash flows due to its ongoing research and development of its potential product candidates. The Company also has an accumulated deficit at March 31, 2017. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10 8 03 three March 31, 2017 may December 31, 2017. This interim information should be read in conjunction with the audited financial statements included in the Company ’s Annual Report on Form 10 December 31, 2016, March 10, 2017. Initial Public Offering and Reverse Stock Split In 2015, 1 7.5 Incorporation to change the authorized capital stock to 250,000,000 10,000,000 $0.0001 Entry into ATM Agreement On October 3, 2016, Stock Sales Agreement (the "ATM Agreement") with Cowen and Company, LLC ("Cowen") under which the Company may $50,000,000 s registration statement on Form S- 3 October 17, 2016. The registration statement on Form S- 3 $20,000,000 Cowen may ATM Agreement by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 may 3.0% The Company is not obligated to make any sales of common stock under the ATM Agreement. The offering of shares of common stock pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the ATM Agreement, or (ii) termination of the ATM Agreement in accordance with its terms. As of March 31, 2017, $0.2 |
Note B - Summary of Significant
Note B - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | B. Summary of Significant Accounting Policies Use of Estimates The preparation of fina ncial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the useful lives of property and equipment, and assumptions used for purposes of determining stock-based compensation , income taxes, and the fair value of the derivative and warrant liability, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Application of New or Revised Accounting Standards —Adopted From time to time, the Financial Accounting Standards Board (the “ FASB”) or other standard-setting bodies issue accounting standards that are adopted by the Company as of the specified effective date. On April 5, 2012, JOBS Act”) into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company could have elected to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than public companies must adopt the standards. The Company elected not to take advantage of the extended transition period afforded by the JOBS Act and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. In November 2015, 2015 17, Income Taxes: Balance Sheet Classification of Deferred Taxes (Topic 740) 2015 17"), December 15, 2016, 2015 17 In March 2016, 2016 06, Derivatives and Hedging (Topic 815), 2016 06"), 2016 06 December 15, 2016, 2016 06 material impact on Company's financial statements and disclosures. In March 2016, 2016 09, Compensation–Stock Compensation (Topic 718), 2016 09"), 2016 09 December 15, 2016, 2015 17 material impact on Company's financial statements and disclosures. Application of New or Revised Accounting Standards —Not Yet Adopted In May 2014, 606, Revenue Recognition—Revenue from Contracts with Customers ("ASC 606") 605, Revenue Recognition January 1, 2018. In January 2016, 2016 01, Financial Instruments Overall – Recognition and Measurement of Financial Assets and Liabilities (Topic 825 10) 2016 01”), 825 10. December 15, 2017, 2016 01 In February 2016, 2016 02, Leases (Topic 842) 2016 02”), twelve 2016 02 December 15, 2018, 2016 02 In August 2016, 2016 15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (Topic 230) 2016 15”), eight 230. December 15, 2017, 2016 15 In November 2016, 2016 18, Statements of Cash Flows (Topic 320) 2016 15"), December 15, 2017, 2016 15 |
Note C - Debt Obligations
Note C - Debt Obligations | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | C. Debt Obligations Deerfield Facility Agreement On June 2, 2014, $60 first $15 $10 June 30, 2016, 9.75% may $5.85 The Company also issued to Deerfield a warrant to purchase 14,423,076 Series D Preferred”) at an exercise price of $0.78 June 2, 2024 1,923,077 $5.85 260, Earnings per Share, may one third tender tender 12 1934, In addition, the Company issued to Deerfield 1,923,077 256,410 $1.5 Pursuant to the Deerfield Faci lity Agreement, the Company may $750,000 The Company must repay one third fourth fifth February 14, 2020. February 2016. Interest accrued on outstanding debt under the Deerfield Fac ility Agreement is due quarterly in arrears. Upon notice to Deerfield, the Company had the option to choose to have one first eight July 1, 2016. eight June 30, 2016. July 1, 2016. Second Amendment to Senior Secured Convertible Note and Warrant On January 6, 2016, the Company entered into a Second Amendment (the “Second Amendment”) to the Deerfield Convertible Notes and Deerfield Warrant, by and between the Company and Deerfield. The Second Amendment, among other things, clarified the calculation of an anti-dilution adjustment of the conversion price and exercise price of the Deerfield Convertible Notes and Deerfield Warrant, respectively, in the event that the Company effects a firm commitment underwritten public offering of its securities. Except as modified by the Second Amendment, the Third Amendment (as described below) and the Fourth Amendment (as described below), all terms and conditions of the Deerfield Convertible Notes and Deerfield Warrant remain in full force and effect. Is suance of 2021 On February 9, 2016, $86.3 5.50% 2021 2021 2021 144A 1933, The net proceeds from the Note Offering were approximately $82.8 ’ discount and estimated offering expenses. Concurrent with the Note Offering, the Company used approximately $18.6 The 2021 an Indenture, dated as of February 9, 2016 2021 February 1 August 1 August 1, 2016, 5.50% 2021 February 1, 2021 2021 no 2021 The 2021 s are convertible at an initial conversion rate of 58.4454 $1,000 2021 $17.11 2021 2021 If the Company undergoes a “ fundamental change” (as defined in the Indenture), holders may 2021 100% 2021 2021 one 2021 may The Indenture includes customary terms and covenants, including certain events of default after which the 2021 tes may In connection with the Note Offering, on February 3, 2016, Third Amendment”) to the Deerfield Facility Agreement, Deerfield Convertible Notes and Deerfield Warrant with Deerfield. The Third Amendment, among other things, eliminated the Company’s ability to require Deerfield to convert the Deerfield Convertible Notes into Company common stock. In addition, pursuant to the Third Amendment, Deerfield consented to the prepayment of the Term Notes and the issuance of the 2021 Fourth Amendment to Deerfield Convertible Notes and Deerfield Warrant In connection with entering into the ATM Agreement, on October 3, 2016, 415 Line of Credit During the second 2016, line of credit with a total borrowing capacity of $1.1 March 31, 2017, $0.4 The line of credit has a maturity date of January 31, 2018. March 31, 2017, no 1 2.00% 2.81% March 31, 2017. |
Note D - Commitments and Contin
Note D - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | D. Commitments and Contingencies From time to time, the Company is involved in various legal proceedings arising in the normal course of business. For some matters, a liability is not probable or the amount cannot be reasonably estim ated and, therefore, an accrual has not been made. However, for such matters when it is probable that the Company has incurred a liability and can reasonably estimate the amount, the Company accrues and discloses such estimates. As of March 31, 2017 December 31, 2016, In 2014, first s exclusive financial advisor for specified strategic transactions and to receive fees for the specified strategic transactions irrespective of whether any such specified transaction occurred during or after the term of the financial advisor's service agreement. This filing by the former financial advisor was made in response to an action initiated by the Company in 2013 September 2015, January 6, 2016, January 7, 2016. In December 2016, In January 2017, he plaintiff has since filed a motion to remand the case to the Iowa District Court, and that motion is still pending. The suit is still in a preliminary stage and has not yet been set for trial. Accordingly, the Company is unable to predict the timing or outcome of this litigation as of the date of this report. |
Note E - Preferred Stock and Wa
Note E - Preferred Stock and Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | E. Preferred Stock and Warrants Authorized, Issued, and Outstanding Preferred Stock As of March 31, 2017, 10,000,000 not Warrants During 2013, $3.8 2013 1,079,453 2013 2013 1,079,453 2013 143,466 $5.85 2013 June 2, 2019, On June 2, 2014, 14,423,076 June 2, 2024, 1,923,077 $5.85 The Company determined that the 2013 ield Warrant should be recorded as a liability and stated at fair value at each reporting period upon inception. As stated above, upon completion of the IPO, the 2013 2013 |
Note F - Common Stock and Warra
Note F - Common Stock and Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | F. Common Stock and Warrants Authorized, Issued, and Outstanding Common S hares In April 2015, 250,000,000 14,646,982 March 31, 2017 December 31, 2016, At March 31, 2017 December 31, 2016, March 31, 2017 December 31, 201 6 Conversion of Deerfield Convertible Notes 1,750,497 1,751,296 Conversion of 2021 Notes 5,040,914 5,040,914 Outstanding awards under equity incentive plans 2,824,760 1,990,260 Outstanding common stock warrants 2,087,477 2,087,477 Possible future issuances under equity incentive plans 996,050 1,244,671 Total common shares reserved for future issuance 12,699,698 12,114,618 Common Stock Activity The following table summarizes common stock activity for the three March 31, 2017: Shares of Common Stock Balance at December 31, 201 6 14,646,982 Common stock warrants exercised — Common stock options exercised — Balance at March 31, 2017 14,646,982 The Company calculates the fair value of common stock warrants using a Monte Carlo simulation. There were no three March 31, 2017. 7,976 three March 31, 2016. 2008 2012, 595,920 |
Note G - Stock-based Compensati
Note G - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | G. Stock-Based Compensation The Company maintains a stock-based compensation plan (the “ Incentive Stock Plan”) that governs stock awards made to employees and directors prior to completion of the IPO. In Novembe r 2014, April 2015, 2014 “2014 April 2015. 2014 may 2014 3,432,183 March 31, 2017. 2014 January 1 January 1, 2016, January 1, 2024, 4% December 31 2014 January 1, 2017, 2014 585,879 During the three March 31, 2017 2016, no Stock-based compensation expense recorded under the Incentive Stock Plan and the 2014 Three Months Ended March 31, 2017 2016 Research and development $ 291 $ 187 General and administrative 798 835 Total $ 1,089 $ 1,022 There was no three March 31, 2017. three March 31, 2016, $29,000 13,333 February 2016. |
Note H - Fair Value of Financia
Note H - Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | H. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 —Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 —Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The fair value of the Deerfield Convertible Notes was $8.2 $10.2 March 31, 2017 December 31, 2016. he fair value of the 2021 $51.4 $46.3 March 31, 2017 December 31, 2016. 2021 3 2021 March 31, 2017 December 31, 2016. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgements to be made. The following table summarizes the conclusions reached regarding fair value measurements as of March 31, 2017 December 31, 2016 Balance at March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 13 $ — $ — $ 13 Deerfield Warrant liability 7,192 — — 7,192 Embedded Warrant Put Option 519 — — 519 Fundamental change and make-whole interest provisions embedded in 2021 Notes 20 — — 20 Embedded Deerfield Note Put Option 4,090 4,090 Total liabilities $ 11,834 $ — $ — $ 11,834 Trading securities: Certificates of deposit 8,813 8,813 — — U.S. Treasury securities 38,050 38,050 — — U.S. government-sponsored agency securities 11,542 — 11,542 — Total assets $ 58,405 $ 46,863 $ 11,542 — Balance at December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 16 $ — $ — $ 16 Deerfield Warrant liability 4,231 — — 4,231 Embedded Warrant Put Option 365 — — 365 Fundamental change and make-whole interest provisions embedded in 2021 Notes 8 — — 8 Total liabilities $ 4,618 $ — $ — $ 4,618 Trading securities: Certificates of deposit 7,788 7,788 — — U.S. Treasury securities 37,066 37,066 — — U.S. government-sponsored agency securities 14,349 — 14,349 — Total assets $ 59,203 $ 44,854 $ 14,349 $ — The Company ’s Underwriter Warrant liability, Deerfield Warrant liability, embedded Warrant Put Option, the fundamental change and the make-whole interest provisions embedded in the 2021 March 31, 2017 December 31, 2016, 2021 2021 March 31, 2017 December 31, 2016. March 31, 2017. 2021 A reconciliation of the beginning and ending balances for the derivative and warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) Three Months Ended March 31, 2017 2016 Balance at beginning of period $ 4,618 $ 37,839 Exercise of warrants — (82 ) Adjustment to fair value 7,216 (10,278 ) Balance at end of period $ 11,834 $ 27,479 |
Note I - Net Loss Per Share
Note I - Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | I. Net Loss Per Share Under the two et income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that participating securities would have been entitled to receive pursuant to their dividend rights had all of the year’s earnings been distributed. No such adjustment to earnings is made during periods with a net loss as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two (two Diluted net loss per share was the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company's net loss for the three March 31, 2017. average number of shares of common stock outstanding because their effect is anti-dilutive: Three Months Ended March 31, 201 7 2016 Warrants to purchase common stock 2,087,477 2,316,996 Awards under equity incentive plans 2,824,760 1,956,586 Deerfield Convertible Notes 1,750,497 2,039,622 2021 Notes 5,040,914 5,040,914 Total 11,703,648 11,354,118 |
Note J - Severance Expense
Note J - Severance Expense | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | J. Severance Expense On September 15, 2016, December 31, 2016. three $1.1 $1.9 December 31, 2016. March 31, 2017, $0.4 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Organization KemPharm, Inc. (the “ Company”) is a clinical-stage specialty pharmaceutical company engaged in the discovery and development of proprietary prodrugs. Through the use of its Ligand Activated Therapy (“LAT”) platform technology, the Company is able to initiate and pursue the development of improved versions of widely prescribed, approved drugs. The Company was formed and incorporated in Iowa on October 30, 2006 May 30, 2014. The Company has experienced recurring losses from operations and negative operating cash flows due to its ongoing research and development of its potential product candidates. The Company also has an accumulated deficit at March 31, 2017. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10 8 03 three March 31, 2017 may December 31, 2017. This interim information should be read in conjunction with the audited financial statements included in the Company ’s Annual Report on Form 10 December 31, 2016, March 10, 2017. Initial Public Offering and Reverse Stock Split In 2015, 1 7.5 Incorporation to change the authorized capital stock to 250,000,000 10,000,000 $0.0001 |
Stockholders' Equity, Policy [Policy Text Block] | Entry into ATM Agreement On October 3, 2016, Stock Sales Agreement (the "ATM Agreement") with Cowen and Company, LLC ("Cowen") under which the Company may $50,000,000 s registration statement on Form S- 3 October 17, 2016. The registration statement on Form S- 3 $20,000,000 Cowen may ATM Agreement by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 may 3.0% The Company is not obligated to make any sales of common stock under the ATM Agreement. The offering of shares of common stock pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the ATM Agreement, or (ii) termination of the ATM Agreement in accordance with its terms. As of March 31, 2017, $0.2 |
Note F - Common Stock and War17
Note F - Common Stock and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Authorized Shares of Common Stock Reserved for Future Issuance [Table Text Block] | March 31, 2017 December 31, 201 6 Conversion of Deerfield Convertible Notes 1,750,497 1,751,296 Conversion of 2021 Notes 5,040,914 5,040,914 Outstanding awards under equity incentive plans 2,824,760 1,990,260 Outstanding common stock warrants 2,087,477 2,087,477 Possible future issuances under equity incentive plans 996,050 1,244,671 Total common shares reserved for future issuance 12,699,698 12,114,618 |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | Shares of Common Stock Balance at December 31, 201 6 14,646,982 Common stock warrants exercised — Common stock options exercised — Balance at March 31, 2017 14,646,982 |
Note G - Stock-based Compensa18
Note G - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended March 31, 2017 2016 Research and development $ 291 $ 187 General and administrative 798 835 Total $ 1,089 $ 1,022 |
Note H - Fair Value of Financ19
Note H - Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Balance at March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 13 $ — $ — $ 13 Deerfield Warrant liability 7,192 — — 7,192 Embedded Warrant Put Option 519 — — 519 Fundamental change and make-whole interest provisions embedded in 2021 Notes 20 — — 20 Embedded Deerfield Note Put Option 4,090 4,090 Total liabilities $ 11,834 $ — $ — $ 11,834 Trading securities: Certificates of deposit 8,813 8,813 — — U.S. Treasury securities 38,050 38,050 — — U.S. government-sponsored agency securities 11,542 — 11,542 — Total assets $ 58,405 $ 46,863 $ 11,542 — Balance at December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Underwriter Warrant liability $ 16 $ — $ — $ 16 Deerfield Warrant liability 4,231 — — 4,231 Embedded Warrant Put Option 365 — — 365 Fundamental change and make-whole interest provisions embedded in 2021 Notes 8 — — 8 Total liabilities $ 4,618 $ — $ — $ 4,618 Trading securities: Certificates of deposit 7,788 7,788 — — U.S. Treasury securities 37,066 37,066 — — U.S. government-sponsored agency securities 14,349 — 14,349 — Total assets $ 59,203 $ 44,854 $ 14,349 $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Three Months Ended March 31, 2017 2016 Balance at beginning of period $ 4,618 $ 37,839 Exercise of warrants — (82 ) Adjustment to fair value 7,216 (10,278 ) Balance at end of period $ 11,834 $ 27,479 |
Note I - Net Loss Per Share (Ta
Note I - Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 201 7 2016 Warrants to purchase common stock 2,087,477 2,316,996 Awards under equity incentive plans 2,824,760 1,956,586 Deerfield Convertible Notes 1,750,497 2,039,622 2021 Notes 5,040,914 5,040,914 Total 11,703,648 11,354,118 |
Note A - Description of Busin21
Note A - Description of Business and Basis of Presentation (Details Textual) | Apr. 02, 2015 | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Oct. 17, 2016USD ($) | Oct. 03, 2016USD ($) | May 31, 2015$ / sharesshares | Apr. 30, 2015shares |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 7.5 | ||||||
Common Stock, Shares Authorized | shares | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Other Noncurrent Assets [Member] | |||||||
Deferred Offering Costs | $ 200,000 | ||||||
Cowen and Company, LLC [Member] | |||||||
Sale of Stock, Authorized Offering Price | $ 20,000,000 | ||||||
Sale of Stock, Commission Fee | 3.00% | ||||||
Cowen and Company, LLC [Member] | Maximum [Member] | |||||||
Sale of Stock, Authorized Offering Price | $ 50,000,000 |
Note C - Debt Obligations (Deta
Note C - Debt Obligations (Details Textual) - USD ($) | Feb. 09, 2016 | Jun. 02, 2014 | Mar. 31, 2017 | Jun. 30, 2016 | Feb. 29, 2016 | Dec. 31, 2013 |
Series D Redeemable Convertible Preferred Stock [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,079,453 | |||||
2021 Notes [Member] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 17.11 | |||||
Debt Instrument, Face Amount | $ 86,300,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||
Proceeds from Debt, Net of Issuance Costs | $ 82,800,000 | |||||
Repayments of Long-term Debt | $ 18,600,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 58.4454 | |||||
Debt Conversion, Original Debt, Amount | $ 1,000 | |||||
Debt Instrument Repurchase Price Equal to Percentage of Principal Amount | 100.00% | |||||
Debt Instrument, Sinking Fund Payment | $ 0 | |||||
Deerfield Facility Agreement [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000,000 | |||||
Line of Credit Facility, Interest Rate at Period End | 9.75% | |||||
Debt Covenant, Debt Financing Restriction | $ 750,000 | |||||
Deerfield Facility Agreement [Member] | IPO [Member] | ||||||
Reclassification of Common Stock Shares | 256,410 | |||||
Deerfield Facility Agreement [Member] | Deerfield Warrant [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.78 | |||||
Deerfield Facility Agreement [Member] | Deerfield Warrant [Member] | IPO [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,923,077 | |||||
Deerfield Facility Agreement [Member] | Series D Redeemable Convertible Preferred Stock [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,423,076 | |||||
Own-share Lending Arrangement, Shares, Issued | 1,923,077 | |||||
Mandatorily Redeemable Preferred Stock, Fair Value Disclosure | $ 1,500,000 | |||||
Deerfield Facility Agreement [Member] | Term Notes [Member] | ||||||
Proceeds from Secured Notes Payable | 15,000,000 | |||||
Deerfield Facility Agreement [Member] | Deerfield Convertible Notes [Member] | ||||||
Proceeds from Secured Notes Payable | $ 10,000,000 | |||||
Debt Instrument, Convertible, Conversion Price | $ 5.85 | |||||
Third Line of Credit Agreement [Member] | City National Bank of Florida [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,100,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 400,000 | |||||
Long-term Line of Credit | $ 0 | |||||
Third Line of Credit Agreement [Member] | City National Bank of Florida [Member] | Prime Rate [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.81% | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Note E - Preferred Stock and 23
Note E - Preferred Stock and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jun. 02, 2014 | Dec. 31, 2013 | Mar. 31, 2017 | Dec. 31, 2016 | May 31, 2015 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Common Stock [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,466 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.85 | ||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,079,453 | ||||
2013 Warrants [Member] | |||||
Class of Warrant or Right Issued | 1,079,453 | ||||
Deerfield Warrant [Member] | |||||
Class of Warrant or Right Issued | 14,423,076 | ||||
Deerfield Warrant [Member] | Common Stock [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,923,077 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.85 | ||||
Convertible Notes Payable [Member] | |||||
Debt Instrument, Face Amount | $ 3.8 |
Note F - Common Stock and War24
Note F - Common Stock and Warrants (Details Textual) - shares | 3 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | May 31, 2015 | Apr. 30, 2015 | Dec. 31, 2012 | |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||
Common Stock, Shares, Issued | 14,646,982 | 14,646,982 | ||||
Common Stock Issued During Period from Warrants Exercised | 0 | 7,976 | ||||
Common Stock, Shares, Outstanding | 14,646,982 | 14,646,982 | ||||
Private Placement [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 595,920 |
Note F - Common Stock and War25
Note F - Common Stock and Warrants - Reserved Authorized Shares of Common Stock for Future Issuance (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common shares reserved for future issuance (in shares) | 12,699,698 | 12,114,618 |
Warrant [Member] | ||
Common shares reserved for future issuance (in shares) | 2,087,477 | 2,087,477 |
Stock Compensation Plan [Member] | ||
Common shares reserved for future issuance (in shares) | 2,824,760 | 1,990,260 |
Possible Future Issuances Under Equity Incentive Plans [Member] | ||
Common shares reserved for future issuance (in shares) | 996,050 | 1,244,671 |
2021 Notes [Member] | ||
Common shares reserved for future issuance (in shares) | 5,040,914 | 5,040,914 |
Convertible Notes Payable [Member] | ||
Common shares reserved for future issuance (in shares) | 1,750,497 | 1,751,296 |
Note F - Common Stock and War26
Note F - Common Stock and Warrants - Common Stock Activity (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Balance (in shares) | 14,646,982 | |
Common stock warrants exercised (in shares) | 0 | 7,976 |
Common stock options exercised (in shares) | 0 | 0 |
Balance (in shares) | 14,646,982 |
Note G - Stock-based Compensa27
Note G - Stock-based Compensation (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Allocated Share-based Compensation Expense | $ 1,089,000 | $ 1,022,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 13,333 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 |
Research and Development Expense [Member] | ||
Allocated Share-based Compensation Expense | $ 291,000 | $ 187,000 |
Performance Shares [Member] | Research and Development Expense [Member] | ||
Allocated Share-based Compensation Expense | $ 0 | $ 29,000 |
2014 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,432,183 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Reserved for Issuance, Incremental Percentage of Capital Stock Outstanding | 4.00% | |
Increase in Common Stock Reserved for Issuance | 585,879 |
Note G - Stock-based Compensa28
Note G - Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock based compensation expense | $ 1,089 | $ 1,022 |
Research and Development Expense [Member] | ||
Stock based compensation expense | 291 | 187 |
General and Administrative Expense [Member] | ||
Stock based compensation expense | $ 798 | $ 835 |
Note H - Fair Value of Financ29
Note H - Fair Value of Financial Instruments (Details Textual) - Fair Value, Inputs, Level 3 [Member] - Deerfield Facility Agreement [Member] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Deerfield Convertible Notes [Member] | ||
Long-term Debt, Fair Value | $ 8,200,000 | $ 10,200,000 |
Term Notes [Member] | ||
Long-term Debt, Fair Value | $ 51.40 | $ 46,300,000 |
Note H - Fair Value of Financ30
Note H - Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Financial liabilities measured at fair value on recurring basis | $ 11,834 | $ 4,618 |
Financial assets measured at fair value on recurring basis | 58,405 | 59,203 |
Certificates of Deposit [Member] | ||
Financial assets measured at fair value on recurring basis | 8,813 | 7,788 |
US Treasury Securities [Member] | ||
Financial assets measured at fair value on recurring basis | 38,050 | 37,066 |
US Government Corporations and Agencies Securities [Member] | ||
Financial assets measured at fair value on recurring basis | 11,542 | 14,349 |
Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Financial assets measured at fair value on recurring basis | 46,863 | 44,854 |
Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | ||
Financial assets measured at fair value on recurring basis | 8,813 | 7,788 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Financial assets measured at fair value on recurring basis | 38,050 | 37,066 |
Fair Value, Inputs, Level 1 [Member] | US Government Corporations and Agencies Securities [Member] | ||
Financial assets measured at fair value on recurring basis | ||
Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Financial assets measured at fair value on recurring basis | 11,542 | 14,349 |
Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | ||
Financial assets measured at fair value on recurring basis | ||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||
Financial assets measured at fair value on recurring basis | ||
Fair Value, Inputs, Level 2 [Member] | US Government Corporations and Agencies Securities [Member] | ||
Financial assets measured at fair value on recurring basis | 11,542 | 14,349 |
Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities measured at fair value on recurring basis | 11,834 | 4,618 |
Financial assets measured at fair value on recurring basis | ||
Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member] | ||
Financial assets measured at fair value on recurring basis | ||
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | ||
Financial assets measured at fair value on recurring basis | ||
Fair Value, Inputs, Level 3 [Member] | US Government Corporations and Agencies Securities [Member] | ||
Financial assets measured at fair value on recurring basis | ||
Underwriter Warrant Liability [Member] | ||
Financial liabilities measured at fair value on recurring basis | 13 | 16 |
Underwriter Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Underwriter Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Underwriter Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities measured at fair value on recurring basis | 13 | 16 |
Deerfield Warrant Liability [Member] | ||
Financial liabilities measured at fair value on recurring basis | 7,192 | 4,231 |
Deerfield Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Deerfield Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Deerfield Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities measured at fair value on recurring basis | 7,192 | 4,231 |
Embedded Put Option [Member] | ||
Financial liabilities measured at fair value on recurring basis | 519 | 365 |
Embedded Put Option [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Embedded Put Option [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Embedded Put Option [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities measured at fair value on recurring basis | 519 | 365 |
Fundamental Change and Make-Whole Interest Provisions Embedded in 2021 Notes [Member] | ||
Financial liabilities measured at fair value on recurring basis | 20 | 8 |
Fundamental Change and Make-Whole Interest Provisions Embedded in 2021 Notes [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Fundamental Change and Make-Whole Interest Provisions Embedded in 2021 Notes [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Fundamental Change and Make-Whole Interest Provisions Embedded in 2021 Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities measured at fair value on recurring basis | 20 | $ 8 |
Embedded Deerfield Note Put Option [Member] | ||
Financial liabilities measured at fair value on recurring basis | 4,090 | |
Embedded Deerfield Note Put Option [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Embedded Deerfield Note Put Option [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Financial liabilities measured at fair value on recurring basis | ||
Embedded Deerfield Note Put Option [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities measured at fair value on recurring basis | $ 4,090 |
Note H - Fair Value of Financ31
Note H - Fair Value of Financial Instruments - Reconciliation of Beginning and Ending Balances for Derivative and Warrant Liability Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Balance at beginning of period | $ 4,618 | $ 37,839 |
Exercise of warrants | (82) | |
Adjustment to fair value | 7,216 | (10,278) |
Balance at end of period | $ 11,834 | $ 27,479 |
Note I - Net Loss Per Share - A
Note I - Net Loss Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive securities (in shares) | 11,703,648 | 11,354,118 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive securities (in shares) | 2,087,477 | 2,316,996 |
Stock Compensation Plan [Member] | ||
Antidilutive securities (in shares) | 2,824,760 | 1,956,586 |
Convertible Debt Securities [Member] | ||
Antidilutive securities (in shares) | 1,750,497 | 2,039,622 |
2021 Notes [Member] | ||
Antidilutive securities (in shares) | 5,040,914 | 5,040,914 |
Note J - Severance Expense (Det
Note J - Severance Expense (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Restructuring and Related Cost, Number of Positions Eliminated | 3 | ||
Allocated Share-based Compensation Expense | $ 1,089 | $ 1,022 | |
Employee Severance [Member] | Accounts Payable and Accrued Liabilities [Member] | |||
Restructuring Reserve | $ 400 | ||
Employee Severance [Member] | Severance Expense [Member] | |||
Restructuring Charges | $ 1,100 | ||
Allocated Share-based Compensation Expense | $ 1,900 |