Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 15, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | Dipexium Pharmaceuticals, Inc. | ||
Entity Central Index Key | 1497504 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $38,671,630 | ||
Entity Common Stock, Shares Outstanding | 8,564,675 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $27,040,325 | $3,861,145 |
Prepaid Expenses | 120,128 | 46,094 |
TOTAL CURRENT ASSETS | 27,160,453 | 3,907,239 |
OTHER ASSETS | ||
Security Deposit | 49,385 | |
Deferred Initial Public Offering costs | 122,826 | |
TOTAL OTHER ASSETS | 49,385 | 122,826 |
TOTAL ASSETS | 27,209,838 | 4,030,065 |
CURRENT LIABILITIES | ||
Accounts Payable and Accrued Expenses | 1,260,598 | 823,834 |
TOTAL LIABILITIES | 1,260,598 | 823,834 |
COMMITMENTS AND CONTINGENCIES | ||
MEMBERS' AND SHAREHOLDERS' EQUITY | ||
Members' Equity | 3,206,231 | |
Common Stock : $.001 par value, 30,000,000 shares authorized, 8,538,329 shares issued and outstanding at December 31, 2014 | 8,538 | |
Additional paid-in capital | 48,259,451 | |
Accumulated deficit | -22,318,749 | |
TOTAL MEMBERS' AND SHAREHOLDERS' EQUITY | 25,949,240 | 3,206,231 |
TOTAL LIABILITIES AND MEMBERS' AND SHAREHOLDERS' EQUITY | $27,209,838 | $4,030,065 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 |
CONDENSED BALANCE SHEETS | |
Common Stock, par value (in dollars per share) | $0.00 |
Common Stock, shares authorized | 30,000,000 |
Common Stock, shares issued | 8,538,329 |
Common Stock, shares outstanding | 8,538,329 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING EXPENSES | ||
Research and Development Expenses | $8,898,280 | $1,729,540 |
General and Administrative Expenses | 4,682,704 | 2,284,080 |
TOTAL OPERATING EXPENSES | 13,580,984 | 4,013,620 |
LOSS FROM OPERATIONS | -13,580,984 | -4,013,620 |
NET LOSS | ($13,580,984) | ($4,013,620) |
LOSS PER SHARE | ||
Basic and diluted net loss per common share/units (in dollars per share) | ($1.73) | ($0.87) |
Weighted average common shares/units outstanding basic and diluted (in shares) | 7,850,350 | 4,623,861 |
CONDENSED_STATEMENTS_OF_CHANGE
CONDENSED STATEMENTS OF CHANGES IN MEMBERS' & SHAREHOLDERS' EQUITY (USD $) | Class A Membership Interests | Common Stock | Additional paid-capital | Deficit during Development Stage | Total |
Balance (in units) at Dec. 31, 2012 | 614,633 | ||||
Balance at Dec. 31, 2012 | $1,305,107 | $1,305,107 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Private Placement Offerings at $50 per unit, Net Of Issuance Costs | 4,598,300 | 4,598,300 | |||
Private Placement Offerings , net of issuance costs (in units) | 92,350 | ||||
Executive Compensation Settled with Membership Interests | 115,500 | 115,500 | |||
Executive compensation settled with Membership Interests (in units) | 2,310 | 2,310 | |||
Share-Based Compensation | 1,077,777 | 1,077,777 | |||
Issuance of Restricted Membership Interest Awards (in shares) | 22,665 | ||||
Share Based Payments to Vendors | 123,167 | 123,167 | |||
Issuance of Restricted Membership Interest Awards to Vendors (in units) | 3,630 | ||||
Net Loss | -4,013,620 | -4,013,620 | |||
Balance (in units) at Dec. 31, 2013 | 735,588 | ||||
Balance at Dec. 31, 2013 | 3,206,231 | 3,206,231 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Executive compensation settled with Membership Interests (in units) | 0 | ||||
Share-Based Compensation | 1,418,312 | 1,418,312 | |||
Issuance of Restricted Membership Interest Awards (in shares) | 1,000 | ||||
Issuance of Restricted Membership Interest to Vendors | 380,200 | 69,812 | 450,012 | ||
Issuance of Restricted Membership Interest Awards to Vendors (in units) | 7,604 | ||||
Issuance of Membership Interest for Warrant Conversion (in shares) | 23,719 | ||||
Corporate Conversion | -3,586,431 | 5,375 | 12,318,821 | -8,737,765 | |
Corporate Conversion (in shares) | -767,911 | 5,375,377 | |||
Initial Public Offering, Net of Issuance Costs | 3,163 | 34,452,506 | 34,455,669 | ||
Initial Public Offering, net of issuance costs (in shares) | 3,162,500 | ||||
Net Loss | -13,580,984 | -13,580,984 | |||
Cashless Exercise of Warrants | 452 | ||||
Balance (in shares) at Dec. 31, 2014 | 8,538,329 | 8,538,329 | |||
Balance at Dec. 31, 2014 | $8,538 | $48,259,451 | ($22,318,749) | $25,949,240 |
CONDENSED_STATEMENTS_OF_CHANGE1
CONDENSED STATEMENTS OF CHANGES IN MEMBERS' & SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Jul. 23, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
CONDENSED STATEMENTS OF CHANGES IN MEMBERS' & SHAREHOLDERS' EQUITY | ||||||
Private Placement Offerings price per unit | $50 | $50 | $50 | $50 | $50 | $50 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities: | ||
Net Loss | ($13,580,984) | ($4,013,620) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share Based Compensation | 1,418,312 | 1,077,777 |
Share Based Payments to Vendors | 450,012 | 123,167 |
Executive Compensation Settled with Membership Interests | 115,500 | |
Changes In: | ||
Prepaid Expenses | -74,034 | -39,596 |
Security Deposit | -49,385 | 3,670 |
Accounts Payable and Accrued Expenses | 559,590 | 538,832 |
Net Cash Used In Operating Activities | -11,276,489 | -2,194,270 |
Financing Activities: | ||
Proceeds from issuance of Common Stock, net of issuance costs | 34,455,669 | |
Proceeds from Private Placement Offerings, net of issuance costs | 4,598,300 | |
Net Cash Provided By Financing Activities | 34,455,669 | 4,598,300 |
Net Increase In Cash | 23,179,180 | 2,404,030 |
Cash at Beginning of Year | 3,861,145 | 1,457,115 |
Cash at End of Year | 27,040,325 | 3,861,145 |
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITY | ||
Deferred Initial Public Offering Costs | $122,826 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | |
NOTE 1—NATURE OF OPERATIONS | |
Business: | |
Dipexium Pharmaceuticals, Inc., (the "Company"), a Delaware corporation, formerly Dipexium Pharmaceuticals, LLC, is a pharmaceutical company addressing the need for new antibiotics to treat infectious diseases. The Company was formed on January 14, 2010. The Company is a late-stage pharmaceutical company focused on the development and commercialization of Locilex® (pexiganan cream 0.8%). | |
On March 18, 2014, the Company completed a corporate conversion from a limited liability company to a corporation in conjunction with an initial public offering ("IPO") of common stock. As a result of the corporate conversion, holders of the Class A Membership Interests and warrants in Dipexium Pharmaceuticals, LLC, became holders of common stock of Dipexium Pharmaceuticals, Inc. | |
The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company has needed to raise capital from sales of its securities to sustain operations. In March 2014, the Company completed an initial public offering of common stock with proceeds, net of issuance costs, of approximately $34.5 million. As of December 31, 2014, the Company had a cash balance of approximately $27.0 million. Based on the Company's projected expenditures for 2015, management currently believes that its current cash balances should be sufficient to fund the Company's operations into the second half of 2016. Furthermore, if the Company's assumptions underlying its estimated expenses prove to be wrong, it may have to raise additional capital sooner than anticipated. | |
There can be no assurance that the Company's research and development will be successfully completed or that any Company product will be approved or commercially viable. The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with Food and Drug Administration ("FDA") and other governmental regulations and approval requirements. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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. | |
Concentration of Credit Risk | |
The Company maintains its cash balance in one financial institution. The balance is insured up to the maximum allowable by the Federal Deposit Insurance Company ("FDIC"). The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk of loss on cash. At times, the cash balance may exceed the maximum limit of the FDIC. | |
Guaranteed Payments to Members | |
Guaranteed payments to members of the Company prior to the March 2014 corporate conversion, that were designated to represent reasonable compensation for services rendered, were accounted for as Company expenses rather than an allocation of the Company's net income. | |
Research and Development | |
In accordance with Accounting Standards Codification ("ASC") 730, "Accounting for Research and Development Costs", the Company expenses research and development costs when incurred. At times the Company may make cash advances for research and development services. These amounts are capitalized and expensed in the period the service is provided. The Company incurred research and development expenses in the amount of $8,898,280 and $1,729,540 for the years ended December 31, 2014 and 2013, respectively. | |
Although the Company manages the conduct of our own clinical trials, we rely on third parties to conduct our preclinical studies and to provide services, including data management, statistical analysis and electronic compilation for our clinical trials, as well as for the manufacture of our clinical trial supplies. At the end of each reporting period, the Company compares the payments made to each service provider to the estimated progress towards completion of the related project. Factors that are considered in preparing these estimates include the number of subjects enrolled in studies, milestones achieved and other criteria related to the efforts of the vendors. These estimates are subject to change as additional information becomes available. Depending on the timing of payments to vendors and estimated services provided, the Company records net prepaid or accrued expenses related to these costs. | |
Share-Based Compensation | |
The Company accounts for the cost of services performed by officers and directors received in exchange for an award of Company membership interests, common stock, or stock options, based on the grant-date fair value of the award. In accordance with ASC 718 "Stock Compensation", the Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the service period. | |
Share-Based Payments to Vendors | |
The Company accounts for the cost of services performed by vendors in exchange for an award of Company membership interests or common stock based on the grant-date fair value of the award or fair value of the services rendered; whichever is more readily determinable and adjusted to fair value at each reporting date. Such fair value is measured as of the earlier of the date the other party becomes committed to provide goods or services or the date performance by the other party is complete. The Company recognizes the expense in the same period and in the same manner as if the Company had paid cash for the services. | |
Deferred Initial Public Offering Costs | |
The Company incurred legal and accounting costs relating to its initial public offering. These specific incremental costs directly attributable to the offering of equity securities were capitalized in other noncurrent assets as of December 31, 2013. These costs were subsequently applied against the proceeds of the initial public offering which was consummated in March 2014. | |
Federal Income Taxes | |
Prior to the Company's corporate conversion in March 2014, the Company was organized as a limited liability company. As such, the Company was not a tax paying entity for Federal income tax purposes and, therefore, no income tax expense had been recorded in the financial statements. Income or losses of the Company was passed through to members for inclusion in their respective income tax returns. | |
Subsequent to the corporate conversion in March 2014, the Company became a taxable entity. As such, the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. At December 31, 2014, the Company has concluded that a full valuation allowance is necessary for their net deferred tax assets. The Company had no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying financial statements. | |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 3—ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||||
Accounts payable and accrued expenses at December 31, 2014 and 2013 are as follows: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Accrued compensation expense | $ | 511,769 | $ | 247,845 | ||||
Accrued research and development | 641,997 | 367,065 | ||||||
Accrued professional fees | 23,901 | 160,370 | ||||||
Other accounts payable and accrued expenses | 82,931 | 48,554 | ||||||
| | | | | | | | |
Totals | $ | 1,260,598 | $ | 823,834 | ||||
| | | | | | | | |
| | | | | | | | |
EXECUTIVE_COMPENSATION
EXECUTIVE COMPENSATION | 12 Months Ended |
Dec. 31, 2014 | |
EXECUTIVE COMPENSATION | |
EXECUTIVE COMPENSATION | NOTE 4—EXECUTIVE COMPENSATION |
The Company's co-founders and original two executives received compensation pursuant to employment agreements effective July 23, 2010 (the "Original Agreements"). The Original Agreements stipulated that the executives would receive a base salary of $252,000 per annum, of which one-half was payable with the issuance of Class A Membership Interests of the Company (then organized as a limited liability company prior to the corporate conversion in March 2014) at the most recent offering price ($50 per Class A Membership Interest in each case), until such time as the Company raised aggregate proceeds of at least $2,000,000. This threshold was reached on March 11, 2011; however, both executives signed temporary waivers until January 2012, at which time the executives revoked one-half of each waiver, and then subsequently reinstated the waiver in full. The Company issued 0 and 2,310 Class A Membership Interests to these two executives pursuant to the Original Agreements for years ended December 31, 2014 and 2013, respectively. | |
The Original Agreements also stipulated that the two executives would receive 5 weeks of vacation per annum. Any unused weeks at the end of each year are payable to the executives in cash. | |
The Company currently is managed by four executives including the original two executives, in each case, pursuant to employment agreements effective March 18, 2014. Accrued vacation pay for all executives, pursuant to their employment agreements, was $73,570 and $172,845 for the years ended December 31, 2014 and 2013, respectively. | |
ISSUANCE_OF_MEMBERSHIP_INTERES
ISSUANCE OF MEMBERSHIP INTERESTS and COMMON STOCK | 12 Months Ended |
Dec. 31, 2014 | |
ISSUANCE OF MEMBERSHIP INTERESTS and COMMON STOCK | |
ISSUANCE OF MEMBERSHIP INTERESTS and COMMON STOCK | NOTE 5—ISSUANCE OF MEMBERSHIP INTERESTS and COMMON STOCK |
On February 13, 2013, the Company entered into a securities purchase agreement with 7 investors, for the private placement of the Company's Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $50 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one-half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 18,000 units, comprised of 18,000 Class A Membership Interests and warrants to purchase up to 9,000 additional Class A Membership Interests for gross proceeds of $900,000. Each warrant, exercisable for 5 years from February 13, 2013, has an exercise price of $60 per Class A Membership Interest. | |
On July 12, 2013, the Company entered into a securities purchase agreement with 28 investors, for the private placement of the Company's Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $50 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one-half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 55,500 units, comprised of 55,500 Class A Membership Interests and warrants to purchase up to 27,750 additional Class A Membership Interests for gross proceeds of $2,775,000. Each warrant, exercisable for 5 years from July 12, 2013, has an exercise price of $60 per Class A Membership Interest. | |
On November 15, 2013, the Company entered into a securities purchase agreement with 25 investors, for the private placement of the Company's Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $50 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one-half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 18,850 units, comprised of 18,850 Class A Membership Interests and warrants to purchase up to 9,425 additional Class A Membership Interests for gross proceeds of $942,500. Each warrant, exercisable for 5 years from November 15, 2013, has an exercise price of $60 per Class A Membership Interest. | |
In February 2014, the Company issued an aggregate of 23,719 Class A Membership Interests to investors in its prior financings in exchange for 89,900 outstanding warrants with an exercise price $60 per Class A Membership Interest or $8.57 on a 7 to 1 converted basis. The exchange was effectively a cashless exercise in which 23,719 Class A Membership Interests issued were calculated using an implied intrinsic value of the warrants at $2.93 per share, on a 7 to 1 as converted basis and an estimated issuance price of $11.50 per share. As the warrants and membership interests are both classified as equity instruments, the warrant exercise resulted in an immaterial reclassification within members' equity. | |
On March 18, 2014, the Company completed an IPO issuing 3,162,500 shares of common stock at a price of $12 per share, resulting in net proceeds of $34,455,669 after deducting underwriting discounts of $2,656,500 and offering costs $837,831. The outstanding Class A Membership Interests were converted to shares of common stock using a conversion ratio of 7 to 1, resulting in the conversion of 767,911 Class A Membership Interests into an aggregate of 5,375,377 shares of common stock. | |
In October 2014, 2,800 warrants were exercised in a cashless exercise of the warrants, resulting in the issuance of 452 shares of common stock. | |
SHAREBASED_COMPENSATION_and_ST
SHARE-BASED COMPENSATION and STOCK OPTIONS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
SHARE-BASED COMPENSATION and STOCK OPTIONS | ||||||||
SHARE-BASED COMPENSATION and STOCK OPTIONS | NOTE 6—SHARE-BASED COMPENSATION and STOCK OPTIONS | |||||||
The Company granted restricted Class A Membership Interests awards to board members in exchange for services. These membership interests awards were originally scheduled to vest over a period of 3 or 4 years, with the first year beginning on the date the member joined the board. Accelerated vesting will occur upon a change of control or other business combination. The fair value of the membership interests granted was equal to the per-membership interest value of the most recent private placement ($50 per membership interest). In December 2013, the Company received resignation letters from six members of the board of directors and the continuing members of the board of directors authorized accelerated vesting of their Class A Membership Interests. The Company issued 20,333 Class A Membership Interests in connection with both the accelerated and annual vesting of the awards and recorded compensation expense in the amount of $693,750 associated with this accelerated vesting. Total compensation expense in the amount of $125,000 and $1,077,777 has been recorded as director fees for the years ended December 31, 2014 and 2013, respectively. | ||||||||
In July 2014, a member of the board of directors resigned, resulting in the forfeiture of 21,000 shares of restricted common stock. The resignation and forfeiture resulted in the Company reducing previously recorded compensation expense by $29,167 for the year ended December 31, 2014. | ||||||||
The following table summarizes the non-vested Class A Membership Interests at December 31, 2014 giving effect to the corporate conversion and the associated activity: | ||||||||
Class A | ||||||||
Membership Interests | ||||||||
converted to | ||||||||
Common Stock 7:1 ratio | ||||||||
Nonvested at January 1, 2013 | 111,986 | |||||||
Granted | 112,000 | |||||||
Vested | (146,986 | ) | ||||||
| | | | | ||||
Nonvested at December 31, 2013 | 77,000 | |||||||
Granted | — | |||||||
Forfeited | (21,000 | ) | ||||||
Vested | (14,000 | ) | ||||||
| | | | | ||||
Nonvested at December 31, 2014 | 42,000 | |||||||
| | | | | ||||
| | | | | ||||
In December 2013, 1,000 Membership Interests were issued to a member of the board of directors which did not vest until February 2014. | ||||||||
As of December 31, 2014, there was $220,833 of total unrecognized compensation cost related to these awards. That cost is expected to be recognized over a weighted average period of 2.25 years. | ||||||||
In November 2013, the board of directors adopted the 2013 Equity Incentive Plan. The plan became effective as of the completion of the corporate conversion and the closing of the IPO. The Equity Incentive Plan reserves an aggregate number of common shares equal to 20% of the issued and outstanding common stock. The purpose of the plan is to attract and retain directors, officers, and employees whose services are considered valuable to the Company. As of December 31, 2014, the common shares available for future issuances was 846,288. | ||||||||
In March 2014, effective at the closing of the Company's IPO, the Company granted stock options to purchase 853,787 common shares (10% of the common stock outstanding) to four of its executives. The options were issued pursuant to the 2013 Equity Incentive Plan at an exercise price of $13.93 and vest over thirty-six (36) equal monthly installments. In April 2014, an employee received 7,500 stock options at an exercise price of $10.46 vesting over a three (3) year period. Compensation expense associated with these awards is recognized over the vesting period based on the fair value of the option at the grant date determined based on the Black-Scholes model. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company's employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Because there is no public market for the Company's stock options and very little historical experience with the Company's stock, similar public companies were used for comparison and expectations as to assumptions required for fair value computation using the Black-Scholes methodology. | ||||||||
The Company determined the fair value of the option awards using the Black-Scholes option pricing model and the following weighted average assumptions: | ||||||||
Twelve Months | ||||||||
Ended | ||||||||
December 31, 2014 | ||||||||
Expected term | 4.3 years | |||||||
Volatility | 59.60% | |||||||
Dividend yield | 0% | |||||||
Risk free interest rate | 1.23% | |||||||
ASC 718 requires stock compensation expense to be recorded net of estimated forfeitures. The Company currently estimates there will be no forfeitures of options. | ||||||||
A summary of the Company's stock option activity is as follows: | ||||||||
Twelve Months | Weighted | |||||||
Ended | Average | |||||||
December 31, 2014 | Exercise | |||||||
Price | ||||||||
Outstanding at the beginning of the year | — | |||||||
Granted | 861,287 | $ | 13.90 | |||||
Forfeited | — | |||||||
| | | | | | | | |
Outstanding and expected to vest at the end of the year | 861,287 | $ | 13.90 | |||||
| | | | | | | | |
| | | | | | | | |
Compensation expense relating to options for the years ended December 31, 2014 and 2013 was $1,322,479 and $0, respectively. The total compensation expense not yet recognized as of December 31, 2014 was $3,737,833. The weighted average vesting period over which the total compensation expense will be recorded related to unvested options not yet recognized as of December 31, 2014 was approximately 2.21 years, with a total of 213,447 shares vested at year end. The weighted average grant date fair value is $5.88. The intrinsic value of the stock options as of December 31, 2014 was $0, with a remaining weighted average contractual life of 5.74 years. | ||||||||
SHAREBASED_PAYMENTS_TO_VENDORS
SHARE-BASED PAYMENTS TO VENDORS | 12 Months Ended |
Dec. 31, 2014 | |
SHARE-BASED PAYMENTS TO VENDORS | |
SHARE-BASED PAYMENTS TO VENDORS | NOTE 7—SHARE-BASED PAYMENTS TO VENDORS |
In January 2013, the Company granted 218 Class A Membership Interests to one vendor in exchange for consulting services. The fair value of the Class A Membership Interests granted is equal to the value of the previous private placement ($50 per Class A Membership Interest). Consulting expense in the amount of $10,900 was recorded for the year ended December 31, 2013. | |
In August 2013, the Company engaged a consultant for investor related services for a 12 month term. The Company agreed to pay for the services rendered in cash and a grant of 2,000 Class A Membership Interests which will vest one year after the effective date of the agreement. The Company expensed the fair value of the Class A Membership Interests ($50 per Class A Membership Interest based on the previous private placement and remeasured based on the market value at each reporting date) over the term of the agreement and when the cash is paid. Consulting expense, which includes cash payments and the membership grant, in the amount of $114,812 and $101,666 was recorded for the years ended December 31, 2014 and 2013, respectively. | |
In October 2013, the Company engaged a consultant for product development work for a 3 month term completed in December 2013. The Company agreed to pay for the services rendered in cash and a grant of 1,412 Class A Membership Interests. The Company expensed the fair value of the Class A Membership Interests ($50 per Class A Membership Interest based on the previous private placement). Consulting expense in the amount of $353,000, which includes cash payments and the membership interest grant, was recorded for the year ended December 31, 2013. | |
In January 2014, the Company entered into a Product Development Agreement with RRD International, LLC, pursuant to which RRD International, LLC provides certain strategic product development services to the Company during the term of the agreement which is calendar year 2014. These product development services include the development, planning and execution of a fully integrated product development strategy and implementation of that strategy either directly or with third party vendors. As consideration for services rendered, the Company has agreed to pay RRD International, LLC partially in cash and by issuing 7,604 of the Company's Class A Membership Interests. The Company expensed $380,200, the fair value of the Class A Membership Interests, ($50 per Class A Membership Interest, based on the previous private placement). | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
INCOME TAXES | |||||
INCOME TAXES | NOTE 8—INCOME TAXES | ||||
The Company has $10,774,358 of net operating loss carry-forwards and $506,325 of research tax credit carry-forwards as of December 31, 2014. The net operating loss carry-forwards and research tax credit carry-forwards begin to expire in 2034 and will be utilized for tax purposes at such time the Company generates taxable income. | |||||
The components of the net deferred income tax asset at December 31, 2014 is as follows: | |||||
2014 | |||||
Deferred tax assets: | |||||
Net operating loss carry-forwards | $ | 4,797,498 | |||
Share-based compensation | 588,860 | ||||
Research and development credit carry-forwards | 506,325 | ||||
| | | | | |
Gross deferred tax assets | 5,892,683 | ||||
Less valuation allowance | (5,892,683 | ) | |||
| | | | | |
Net deferred tax asset | $ | — | |||
| | | | | |
| | | | | |
In assessing the realizability of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance against their net deferred tax assets at December 31, 2014 because the Company has determine that it is more-likely-than-not that these assets will not be fully realized. | |||||
The Company reserves 100% of the deferred tax asset because under GAAP accounting rules this is required for all pre-revenue companies. In the event, the Company becomes profitable for a period of two or more years with future expectations at that time of profitability for future years prior to any significant change in our equity capitalization, the Company would have an opportunity to realize benefit from the deferred tax asset at such time in the future. | |||||
The Company did not have unrecognized tax benefits as of December 31, 2014, and do not expect this to change significantly over the next twelve months. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2014, the Company has not accrued interest or penalties related to any uncertain tax positions. | |||||
A reconciliation of income tax expense (benefit) at the statutory Federal income tax rate and income taxes as reflected in the financial statements is as follows: | |||||
Federal income tax expense at statutory rate | (34.0 | )% | |||
State income tax, net of federal benefit | — | ||||
Permanent differences | 0.1 | ||||
Change in valuation allowance | 33.9 | ||||
| | | | | |
Effective income tax rate | — | % | |||
| | | | | |
| | | | | |
The Company has generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these years. A full valuation allowance has been provided against research and development credits and, if an adjustment is required, this adjustment to the deferred tax asset established for the research and development credit carryforwards would be offset by an adjustment to the valuation allowance. | |||||
The Company files income tax returns in the U.S. Federal jurisdiction, and various state and local jurisdictions. | |||||
LEASE_OF_OFFICE_SPACE
LEASE OF OFFICE SPACE | 12 Months Ended |
Dec. 31, 2014 | |
LEASE OF OFFICE SPACE | |
LEASE OF OFFICE SPACE | NOTE 9—LEASE OF OFFICE SPACE |
Effective May 2014, the Company entered into a sublease agreement for office space with current monthly payments in 2015 of $12,717. The term of the sublease is 23 months with inflationary escalations in 2015 and the first three months of 2016. Total minimum sublease payments for the remaining term of the sublease is $191,898. | |
LEGAL_MATTERS
LEGAL MATTERS | 12 Months Ended |
Dec. 31, 2014 | |
LEGAL MATTERS | |
LEGAL MATTERS | NOTE 10—LEGAL MATTERS |
The Company and its two original executives were three of some 30 defendants in a lawsuit filed by a former stockholder of Genaera Corporation, which was the predecessor of the Genaera Liquidating Trust, the party from which the Company purchased the worldwide rights to pexiganan, the active ingredient of the Product Locilex® on April 8, 2010. The complaint was filed on June 8, 2012 in the United States District Court for the Eastern District of Pennsylvania (Civil Action No. 12-3265) by Alan W. Schmidt, individually and on behalf of former Genaera Corporation shareholders. Among others, the suit was filed against the Company, as well as John A. Skolas and Argyce LCC, who were responsible for the administration of the Trust and who sold pexiganan to the Company via a public auction. The defendants listed in the complaint included several individuals and companies formerly associated with Genaera Corporation, the Trust and/or Argyce LLC. Also included in the defendant group were several other pharmaceutical companies that were involved in acquiring the former drug-related assets of the Genaera Corporation. | |
The complaint alleged, among other things, the Company and its two executives aided and abetted a breach of fiduciary duty alleged to have been committed by the former director and officers of Genaera Corporation before it was approved for dissolution by its shareholders and also Argyce, LLC, the trustee of the Liquidating Trust. Plaintiff claims that the Company and its executives aided and abetted a breach of the duties of the board of directors and the trustee under common law and under a certain trust agreement allegedly signed between Argyce, LLC, as the trustee, and the Liquidating Trust. With regard to the claims made against the Company and two executives, the plaintiff alleged, in pertinent part, that the Company's acquisition of the pexiganan rights was for alleged inadequate consideration, and that the Company and its management aided and abetted a breach of fiduciary duty by the Genaera Corporation defendants who were formerly associated with Genaera Corporation and/or the Trust. | |
The Company and its two executives filed a motion to dismiss the complaint within the prescribed time period. All of the other defendants in this litigation also filed motions to dismiss, and a court order granted each and every motion to dismiss, with prejudice, without leave to refile, on August 12, 2013 based on the argument that Plaintiff's claims were time barred. Plaintiff appealed the dismissal to the United States Third Circuit Court of Appeals seeking reversal of the dismissal. On October 17, 2014, the Third Circuit Appellate Court, in a 2-1 decision with a strong dissenting opinion, reversed the trial court's dismissal of Plaintiff's claims based on the expiration of the applicable statutes of limitation. In a 2-1 decision, the Third Circuit held that more information was necessary to determine when Plaintiff should have been on notice of his claims to determine the applicability of the discovery rule, which could serve to extend the time frame in which Plaintiff could bring his claims. Due to the strong dissent, all Defendants filed the necessary documents requesting a petition for rehearing en banc, by the majority of the Third Circuit justices who are in active service. The Third Circuit denied the request for en banc hearing and remanded this case to District Court. | |
Upon remand, the District Court recently requested any additional briefing on the numerous other grounds for dismissal raised by the plethora of defendants. The additional briefing was filed in January 2015 and March 2015, and the oral argument on alternative grounds is anticipated for the second quarter of 2015. The Company argued that Plaintiff's claims for aiding and abetting the breaches of fiduciary duties are not properly or sufficiently plead and/or are not cognizable under Delaware law. Even if the currently pending motions to dismiss are denied, the Company intends to vigorously defend Plaintiff's claims on the factual record, which it believes will prove that the Company is not liable to Plaintiff in any regard. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 11—RELATED PARTY TRANSACTIONS |
The individual employed as the Company's Vice President, Finance and Corporate Development as of the closing of the initial public offering, is the owner of Aumoe Partners, LLC ("Aumoe"), which was engaged in January 2012 to perform certain financial advisory services. | |
The Company incurred $22,500 and $77,500 in fees for services rendered by Aumoe for the years ended December 31, 2014 and 2013, respectively, which were recorded in general and administrative expenses. | |
In June 2014, the Company signed an agreement (the "Agreement") with Drug Development Advisors ("DDA") pursuant to which DDA has agreed to perform a gap analysis on the preclinical section of the Company's new drug application. The gap analysis will be performed by a number of toxicologists with significant experience conducting preclinical activities with a number of product candidates in connection with their respective NDA processes and otherwise. This work was completed in 2014. DDA is managed by a member of the Company's board of directors. | |
The Company incurred $30,734 and $0 in fees for services rendered by DDA for the years ended December 31, 2014 and 2013, respectively, which were recorded in research and development expenses. | |
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2014 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | NOTE 12—NET LOSS PER SHARE |
Basic and diluted net loss per common share for the years ended December 31, 2014 and 2013, respectively, was determined by dividing net loss by the weighted average common shares outstanding during the period. The Company's potentially dilutive shares, which include 861,287 of stock options, 42,000 unvested common shares, and 31,500 warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be antidilutive. On March 18, 2014, the Company completed a corporate conversion from a limited liability company to a corporation, (the "Conversion"). Accordingly, the outstanding Class A Membership Interests were converted to shares of common stock using a conversion ratio of 7 to 1, resulting in the conversion of its 767,911 Class A Membership Interests into an aggregate of 5,375,377 shares of common stock. The effects of this Conversion on the Company's net loss per share have been reflected for all periods presented retroactively. | |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 13—RECENT ACCOUNTING PRONOUNCEMENTS |
In August 2014, the Financial Accounting Standards Board, issued Accounting Standards Update, or ASU, No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. | |
In June 2014, the Financial Accounting Standards Board issued an Accounting Standards Update for Development Stage Entities (Topic 915). The main provisions eliminate the requirements for development stage entities to present inception-to-date information in the financial statements and other related disclosures. The Company elected to early adopt these amendments beginning in the second quarter and for the periods covered by the report herein. | |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14—SUBSEQUENT EVENTS |
In January 2015, the Company granted stock options to purchase 251,000 common shares to its five employees, outside directors, and certain vendors. The options were issued pursuant to the 2013 Equity Incentive Plan at an exercise price of $11.35, with one half of the options vesting upon issuance and the balance vesting evenly over the subsequent 24 months. Compensation expense associated with these awards will be recognized over the vesting period based on the fair value of the option at grant date. | |
In January 2015, the Company entered into a new amendment to the Product Development Agreement with RRD International, LLC dated January 2014, pursuant to which RRD International, LLC will continue to provide certain strategic product development services to the Company for an additional six month term. These product development services include the development, planning and execution of a fully integrated product development strategy and implementation of that strategy either directly or with third party vendors. As consideration for services rendered, the Company has agreed to pay RRD International, LLC a total of $600,000, consisting of $450,000 in cash and $150,000 in restricted shares of our common stock (12,346 shares). Terms of services to be provided after June 2015, if any, will be negotiated at a later date. The Company will recognize the costs incurred in connection with this agreement as research and development expenses as services are rendered. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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. | |
Concentration of Credit Risk | Concentration of Credit Risk |
The Company maintains its cash balance in one financial institution. The balance is insured up to the maximum allowable by the Federal Deposit Insurance Company ("FDIC"). The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk of loss on cash. At times, the cash balance may exceed the maximum limit of the FDIC. | |
Guaranteed Payments to Members | Guaranteed Payments to Members |
Guaranteed payments to members of the Company prior to the March 2014 corporate conversion, that were designated to represent reasonable compensation for services rendered, were accounted for as Company expenses rather than an allocation of the Company's net income. | |
Research and Development | Research and Development |
In accordance with Accounting Standards Codification ("ASC") 730, "Accounting for Research and Development Costs", the Company expenses research and development costs when incurred. At times the Company may make cash advances for research and development services. These amounts are capitalized and expensed in the period the service is provided. The Company incurred research and development expenses in the amount of $8,898,280 and $1,729,540 for the years ended December 31, 2014 and 2013, respectively. | |
Although the Company manages the conduct of our own clinical trials, we rely on third parties to conduct our preclinical studies and to provide services, including data management, statistical analysis and electronic compilation for our clinical trials, as well as for the manufacture of our clinical trial supplies. At the end of each reporting period, the Company compares the payments made to each service provider to the estimated progress towards completion of the related project. Factors that are considered in preparing these estimates include the number of subjects enrolled in studies, milestones achieved and other criteria related to the efforts of the vendors. These estimates are subject to change as additional information becomes available. Depending on the timing of payments to vendors and estimated services provided, the Company records net prepaid or accrued expenses related to these costs. | |
Share-Based Compensation | Share-Based Compensation |
The Company accounts for the cost of services performed by officers and directors received in exchange for an award of Company membership interests, common stock, or stock options, based on the grant-date fair value of the award. In accordance with ASC 718 "Stock Compensation", the Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the service period. | |
Share-Based Payments to Vendors | Share-Based Payments to Vendors |
The Company accounts for the cost of services performed by vendors in exchange for an award of Company membership interests or common stock based on the grant-date fair value of the award or fair value of the services rendered; whichever is more readily determinable and adjusted to fair value at each reporting date. Such fair value is measured as of the earlier of the date the other party becomes committed to provide goods or services or the date performance by the other party is complete. The Company recognizes the expense in the same period and in the same manner as if the Company had paid cash for the services. | |
Deferred Initial Public Offering Costs | Deferred Initial Public Offering Costs |
The Company incurred legal and accounting costs relating to its initial public offering. These specific incremental costs directly attributable to the offering of equity securities were capitalized in other noncurrent assets as of December 31, 2013. These costs were subsequently applied against the proceeds of the initial public offering which was consummated in March 2014. | |
Federal Income Taxes | Federal Income Taxes |
Prior to the Company's corporate conversion in March 2014, the Company was organized as a limited liability company. As such, the Company was not a tax paying entity for Federal income tax purposes and, therefore, no income tax expense had been recorded in the financial statements. Income or losses of the Company was passed through to members for inclusion in their respective income tax returns. | |
Subsequent to the corporate conversion in March 2014, the Company became a taxable entity. As such, the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. At December 31, 2014, the Company has concluded that a full valuation allowance is necessary for their net deferred tax assets. The Company had no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying financial statements. | |
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||
Schedule of accounts payable and accrued expenses | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Accrued compensation expense | $ | 511,769 | $ | 247,845 | ||||
Accrued research and development | 641,997 | 367,065 | ||||||
Accrued professional fees | 23,901 | 160,370 | ||||||
Other accounts payable and accrued expenses | 82,931 | 48,554 | ||||||
| | | | | | | | |
Totals | $ | 1,260,598 | $ | 823,834 | ||||
| | | | | | | | |
| | | | | | | | |
SHAREBASED_COMPENSATION_and_ST1
SHARE-BASED COMPENSATION and STOCK OPTIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
SHARE-BASED COMPENSATION and STOCK OPTIONS | ||||||||
Summary of the non-vested Class A Membership Interests which were converted to Common Stock at a conversion ratio of seven to one, and the associated activity | ||||||||
Class A | ||||||||
Membership Interests | ||||||||
converted to | ||||||||
Common Stock 7:1 ratio | ||||||||
Nonvested at January 1, 2013 | 111,986 | |||||||
Granted | 112,000 | |||||||
Vested | (146,986 | ) | ||||||
| | | | | ||||
Nonvested at December 31, 2013 | 77,000 | |||||||
Granted | — | |||||||
Forfeited | (21,000 | ) | ||||||
Vested | (14,000 | ) | ||||||
| | | | | ||||
Nonvested at December 31, 2014 | 42,000 | |||||||
| | | | | ||||
| | | | | ||||
Schedule of weighted average assumptions used in determining the fair value of the option awards using the Black-Scholes option pricing model | ||||||||
Twelve Months | ||||||||
Ended | ||||||||
December 31, 2014 | ||||||||
Expected term | 4.3 years | |||||||
Volatility | 59.60% | |||||||
Dividend yield | 0% | |||||||
Risk free interest rate | 1.23% | |||||||
Summary of stock option activity | ||||||||
Twelve Months | Weighted | |||||||
Ended | Average | |||||||
December 31, 2014 | Exercise | |||||||
Price | ||||||||
Outstanding at the beginning of the year | — | |||||||
Granted | 861,287 | $ | 13.90 | |||||
Forfeited | — | |||||||
| | | | | | | | |
Outstanding and expected to vest at the end of the year | 861,287 | $ | 13.90 | |||||
| | | | | | | | |
| | | | | | | | |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
INCOME TAXES | |||||
Components of net deferred income tax assets | |||||
2014 | |||||
Deferred tax assets: | |||||
Net operating loss carry-forwards | $ | 4,797,498 | |||
Share-based compensation | 588,860 | ||||
Research and development credit carry-forwards | 506,325 | ||||
| | | | | |
Gross deferred tax assets | 5,892,683 | ||||
Less valuation allowance | (5,892,683 | ) | |||
| | | | | |
Net deferred tax asset | $ | — | |||
| | | | | |
| | | | | |
Reconciliation of income tax expense (benefit) at the statutory federal income tax rate | |||||
Federal income tax expense at statutory rate | (34.0 | )% | |||
State income tax, net of federal benefit | — | ||||
Permanent differences | 0.1 | ||||
Change in valuation allowance | 33.9 | ||||
| | | | | |
Effective income tax rate | — | % | |||
| | | | | |
| | | | | |
NATURE_OF_OPERATIONS_Details
NATURE OF OPERATIONS (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Mar. 18, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
NATURE OF OPERATIONS | |||
Proceeds from initial public offering of common stock, net of transaction costs | $34,455,669 | $34,455,669 | |
Cash balance | $27,040,325 | $3,861,145 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
item | ||
Concentration of Credit Risk | ||
Number of financial institutions in which the entity maintains its cash balance | 1 | |
Research and Development | ||
Net research and development expenses | $8,898,280 | $1,729,540 |
Federal Income Taxes | ||
Income tax expense | $0 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accrued compensation expense | $511,769 | $247,845 |
Accrued research and development | 641,997 | 367,065 |
Accrued professional fees | 23,901 | 160,370 |
Other accounts payable and accrued expenses | 82,931 | 48,554 |
Totals | $1,260,598 | $823,834 |
EXECUTIVE_COMPENSATION_Details
EXECUTIVE COMPENSATION (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Jul. 23, 2010 | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
item | item | ||||||
EXECUTIVE COMPENSATION | |||||||
Number of original executives who will receive compensation pursuant to employment agreements | 2 | ||||||
Base salary per annum of executives | $252,000 | ||||||
Percentage of the base salary payable with the issuance of Class A Membership Interests | 50.00% | ||||||
Offering price per unit (in dollars per unit) | $50 | $50 | $50 | $50 | $50 | $50 | |
Threshold aggregate proceeds to be raised from executives for waiver from payment of base salary with issuance of Class A Membership Interests | 2,000,000 | ||||||
Percentage of each waiver revoked by the executives | 50.00% | ||||||
Class A Membership Interests issued to the two executives (in units) | 0 | 2,310 | |||||
Period of vacation per annum which executives will receive | 35 days | ||||||
Compensation expense representing accrued vacation pay | $73,570 | $172,845 | |||||
Number of executives by whom Company is managed | 4 |
ISSUANCE_OF_MEMBERSHIP_INTERES1
ISSUANCE OF MEMBERSHIP INTERESTS and COMMON STOCK (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||
Mar. 18, 2014 | Dec. 31, 2014 | Feb. 28, 2014 | Oct. 31, 2014 | Nov. 15, 2013 | Jul. 12, 2013 | Feb. 13, 2013 | |
item | item | item | |||||
Issuance of membership interests and common stock | |||||||
Conversion ratio | 7 | ||||||
Shares of common stock issued in IPO | 3,162,500 | ||||||
Share price of common stock (in dollars per share) | $12 | ||||||
Net proceeds from IPO | $34,455,669 | $34,455,669 | |||||
Underwriting discounts | 2,656,500 | ||||||
Offering costs | 837,831 | ||||||
Shares of common stock issued upon conversion of membership interests | 5,375,377 | ||||||
Common Stock, Shares, Issued | 8,538,329 | ||||||
Class A Membership Interests | |||||||
Issuance of membership interests and common stock | |||||||
Number of Class A Membership Interests that can be purchased with warrant | 89,900 | ||||||
Exercise price (in dollars per unit) | $60 | ||||||
Membership interests issued to investors in prior financings in exchange for outstanding warrants | 23,719 | 23,719 | |||||
Implied intrinsic value of the warrants (in dollars per share) | $8.57 | ||||||
Conversion ratio | 7 | 7 | |||||
Share price of common stock (in dollars per share) | $11.50 | ||||||
Membership interests converted into shares of common stock | 767,911 | ||||||
Warrants | |||||||
Issuance of membership interests and common stock | |||||||
Implied intrinsic value of the warrants (in dollars per share) | $2.93 | ||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 2,800 | ||||||
Common Stock, Shares, Issued | 452 | ||||||
Securities purchase agreement | |||||||
Issuance of membership interests and common stock | |||||||
Number of investors with whom entity has entered into agreement for the private placement | 25 | 28 | 7 | ||||
Number of membership interests that can be purchased with each unit | 1 | 1 | |||||
Number of Class A Membership Interests that can be purchased with warrant | 0.5 | ||||||
Units issued and sold | 18,850 | 55,500 | 18,000 | ||||
Aggregate membership interests issued and sold | 18,850 | 55,500 | 18,000 | ||||
Number of Class A Membership Interests that can be purchased with aggregate warrants issued and sold | 9,425 | 27,750 | 9,000 | ||||
Share price of common stock (in dollars per share) | $50 | ||||||
Securities purchase agreement | Unit | |||||||
Issuance of membership interests and common stock | |||||||
Number of membership interests that can be purchased with each unit | 1 | ||||||
Number of Class A Membership Interests that can be purchased with warrant | 0.5 | 0.5 | |||||
Share price of common stock (in dollars per share) | 50 | 50 | |||||
Proceeds from issuance of units | 942,500 | 2,775,000 | $900,000 | ||||
Securities purchase agreement | Warrants | |||||||
Issuance of membership interests and common stock | |||||||
Exercise price (in dollars per unit) | 60 | 60 | $60 | ||||
Securities purchase agreement | Warrants | Maximum | |||||||
Issuance of membership interests and common stock | |||||||
Exercise period of warrant | 5 years | 5 years | 5 years |
SHAREBASED_COMPENSATION_and_ST2
SHARE-BASED COMPENSATION and STOCK OPTIONS (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Jul. 23, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jul. 31, 2014 | Dec. 31, 2013 | |
item | ||||||||
Share-based compensation and stock options | ||||||||
Fair value of the membership interests granted (in dollars per share) | $50 | $50 | $50 | $50 | $50 | $50 | ||
Non-vested Class A Membership interests converted to common stock at a conversion ratio and the associated activity | ||||||||
Nonvested at the beginning of the period (in shares) | 77,000 | 111,986 | ||||||
Granted (in shares) | 112,000 | |||||||
Forfeited (in shares) | -21,000 | |||||||
Vested (in shares) | -14,000 | -146,986 | ||||||
Nonvested at the end of the period (in shares) | 42,000 | 77,000 | 111,986 | 77,000 | ||||
Restricted Class A Membership Interests awards | ||||||||
Share-based compensation and stock options | ||||||||
Fair value of the membership interests granted (in dollars per share) | $50 | |||||||
Number of members of the board of directors from whom entity has received resignation letters | 6 | |||||||
Membership interests issued in connection with both the accelerated and annual vesting of the awards (in shares) | 20,333 | |||||||
Compensation expense associated with accelerated vesting | $693,750 | |||||||
Total compensation expense recorded as director fees | 125,000 | 1,077,777 | ||||||
Non-vested Class A Membership interests converted to common stock at a conversion ratio and the associated activity | ||||||||
Forfeited (in shares) | 21,000 | |||||||
Reduction in compensation | 29,167 | |||||||
Additional disclosures | ||||||||
Number of Membership Interests issued but not vested | 1,000 | |||||||
Restricted Class A Membership Interests awards | Minimum | ||||||||
Share-based compensation and stock options | ||||||||
Vesting period | 3 years | |||||||
Restricted Class A Membership Interests awards | Maximum | ||||||||
Share-based compensation and stock options | ||||||||
Vesting period | 4 years | |||||||
Non-vested Class A Membership Interests awards converted to Common Stock awards | ||||||||
Additional disclosures | ||||||||
Total unrecognized compensation cost | $220,833 | |||||||
Weighted average period over which total unrecognized compensation cost is expected to be recognized | 2 years 3 months |
SHAREBASED_COMPENSATION_and_ST3
SHARE-BASED COMPENSATION and STOCK OPTIONS (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2014 | Mar. 31, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
item | |||||
Share-based compensation and stock options | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 846,288 | ||||
Company's stock option activity | |||||
Granted (in shares) | 861,287 | ||||
Outstanding at the end of the year (in shares) | 861,287 | ||||
Weighted Average Exercise Price | |||||
Grant price (in dollars per share) | $13.90 | ||||
Outstanding at the end of the period (in dollars per share) | $13.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 213,447 | ||||
Exercise price (in dollars per share) | $13.90 | ||||
Employee stock options | |||||
Share-based compensation and stock options | |||||
Percentage of the issued and outstanding common stock reserved under the Equity Incentive Plan | 20.00% | ||||
Awards granted as percentage of common stock outstanding | -10.00% | ||||
Number of executives to whom awards are granted | 4 | ||||
Number of equal monthly installments in which awards issued under the 2013 Equity Incentive Plan will vest | 36 | ||||
Weighted average assumptions used in determining the fair value of the option awards using the Black-Scholes option pricing model | |||||
Expected term | 4 years 3 months 18 days | ||||
Volatility (as a percent) | 59.60% | ||||
Dividend yield (as a percent) | 0.00% | ||||
Risk free interest rate (as a percent) | 1.23% | ||||
Weighted average grant date fair value (in dollars per share) | $5.88 | ||||
Company's stock option activity | |||||
Outstanding at the beginning of the year (in shares) | 853,787 | ||||
Granted (in shares) | 7,500 | ||||
Outstanding at the end of the year (in shares) | 853,787 | ||||
Weighted Average Exercise Price | |||||
Outstanding at the end of the period (in dollars per share) | $10.46 | $13.93 | |||
Compensation expense | $1,322,479 | $0 | |||
Total compensation expense not yet recognized | 3,737,833 | ||||
Weighted average vesting period over which the total compensation expense will be recorded | 2 years 2 months 16 days | ||||
Vesting period | 3 years | ||||
Intrinsic value | $0 | ||||
Remaining weighted average contractual life | 5 years 8 months 27 days | ||||
Exercise price (in dollars per share) | $10.46 | $13.93 |
SHAREBASED_PAYMENTS_TO_VENDORS1
SHARE-BASED PAYMENTS TO VENDORS (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Jul. 23, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jan. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2014 | |
Share-based payments to vendors | ||||||||||
Value of recent private placement taken as fair value for the grant of the membership interests (in dollars per share) | $50 | $50 | $50 | $50 | $50 | $50 | ||||
Consultant for consulting services | ||||||||||
Share-based payments to vendors | ||||||||||
Value of recent private placement taken as fair value for the grant of the membership interests (in dollars per share) | $50 | |||||||||
Granted stock options | $10,900 | |||||||||
Consultant for consulting services | Class A Membership Interests | ||||||||||
Share-based payments to vendors | ||||||||||
Membership Interests granted (in units) | 218 | |||||||||
Number of vendors to whom membership interests are granted | 1 | |||||||||
Consultant for investor related services | ||||||||||
Share-based payments to vendors | ||||||||||
Granted stock options | 114,812 | 101,666 | ||||||||
Term of services | 12 months | |||||||||
Consultant for investor related services | Class A Membership Interests | ||||||||||
Share-based payments to vendors | ||||||||||
Membership Interests granted (in units) | 2,000 | |||||||||
Value of recent private placement taken as fair value for the grant of the membership interests (in dollars per share) | 50 | |||||||||
Vesting period | 1 year | |||||||||
Consultant for product development work | ||||||||||
Share-based payments to vendors | ||||||||||
Granted stock options | 353,000 | |||||||||
Term of services | 3 months | |||||||||
Consultant for product development work | Class A Membership Interests | ||||||||||
Share-based payments to vendors | ||||||||||
Membership Interests granted (in units) | 1,412 | |||||||||
Value of recent private placement taken as fair value for the grant of the membership interests (in dollars per share) | $50 | |||||||||
RRD International, LLC | Class A Membership Interests | ||||||||||
Share-based payments to vendors | ||||||||||
Membership Interests granted (in units) | 7,604 | |||||||||
Value of recent private placement taken as fair value for the grant of the membership interests (in dollars per share) | $50 | |||||||||
Granted stock options | $380,200 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Net operating loss carry-forwards | $10,774,358 |
Components of Deferred Tax Assets [Abstract] | |
Net operating loss carry-forwards | 4,797,498 |
Share-based compensation | 588,860 |
Research and development credit carry-forwards | 506,325 |
Gross deferred tax assets | 5,892,683 |
Less: valuation allowance | -5,892,683 |
Percentage of deferred tax asset reserved | 100 |
Effective income tax expense (benefit) | |
Federal income tax expense at statutory rate | -34.00% |
Permanent differences | 0.1 |
Change in valuation allowance | 33.90% |
Uncertain tax position | $0 |
Minimum | |
Components of Deferred Tax Assets [Abstract] | |
Period of profitability | 2 years |
LEASE_OF_OFFICE_SPACE_Details
LEASE OF OFFICE SPACE (Details) (USD $) | 1 Months Ended | 12 Months Ended |
31-May-14 | Dec. 31, 2014 | |
LEASE OF OFFICE SPACE | ||
Term of lease agreement | 23 months | |
Monthly payments of lease under agreement | $12,717 | |
Total minimum sublease payments | $191,898 |
LEGAL_MATTERS_Details
LEGAL MATTERS (Details) (Lawsuit filed by a former stockholder of Genaera Corporation for breach of fiduciary duty) | 0 Months Ended |
Jun. 08, 2012 | |
item | |
Lawsuit filed by a former stockholder of Genaera Corporation for breach of fiduciary duty | |
Legal matters | |
Number of defendants represented by original executives | 2 |
Number of defendants represented by executives and the Company | 3 |
Number of defendants in a lawsuit | 30 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related party transactions | ||
Fees for services rendered by the related party | $30,734 | $0 |
Aumoe | ||
Related party transactions | ||
Fees for services rendered by the related party | $22,500 | $77,500 |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 0 Months Ended | 1 Months Ended | 12 Months Ended |
Mar. 18, 2014 | Feb. 28, 2014 | Dec. 31, 2014 | |
Proforma net loss per share | |||
Conversion ratio used to convert Class A Membership Interests on proforma basis to common shares to calculate the weighted average common shares | 7 | ||
Class A Membership Interests | |||
Proforma net loss per share | |||
Conversion ratio used to convert Class A Membership Interests on proforma basis to common shares to calculate the weighted average common shares | 7 | 7 | |
Membership interests converted into shares of common stock | 767,911 | ||
Stock options | |||
Proforma net loss per share | |||
Potentially dilutive shares not been included in the computation of diluted net loss per share as the result would be antidilutive | 861,287 | ||
Warrants | |||
Proforma net loss per share | |||
Potentially dilutive shares not been included in the computation of diluted net loss per share as the result would be antidilutive | 31,500 | ||
Unvested common shares | |||
Proforma net loss per share | |||
Potentially dilutive shares not been included in the computation of diluted net loss per share as the result would be antidilutive | 42,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2015 | |
Subsequent Event [Line Items] | |||
Granted (in shares) | 861,287 | ||
Grant price (in dollars per share) | $13.90 | ||
Employee stock options | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 7,500 | ||
Vesting period | 3 years | ||
Subsequent Event | Employee stock options | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 251,000 | ||
Employees | 5 | ||
Grant price (in dollars per share) | $11.35 | ||
Vesting percentage upon issuance | 50.00% | ||
Vesting period | 24 months | ||
RRD International, LLC | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Term of services | 6 months | ||
Total product development expense | $600,000 | ||
Cash portion | 450,000 | ||
Consulting expense | $150,000 | ||
Share Based Payments to Vendors (in units) | 12,346 |
Uncategorized_Items
Uncategorized Items | 3/18/2014 - 3/18/2014 |
[dprx_StockIssuedDuringPeriodSharesCorporateConversion] | 5,375,377 |