Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Entity Registrant Name | PLx Pharma Inc. | ||
Entity Central Index Key | 1,497,504 | ||
Trading Symbol | plxp | ||
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) | 8,725,060 | ||
Entity Public Float | $ 42.9 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 24,404,368 | $ 59,335 |
Accounts receivable, net | 19,384 | 5,077 |
Inventory, net | 246,374 | 116,726 |
Vendor deposits | 715,603 | |
Prepaid expenses | 300,169 | 4,652 |
Security deposit | 4,064 | 4,064 |
TOTAL CURRENT ASSETS | 25,689,962 | 189,854 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 1,029,875 | 426,634 |
Goodwill | 2,061,022 | |
Security deposit | 67,714 | |
TOTAL ASSETS | 28,848,573 | 616,488 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 852,155 | 862,995 |
Accrued bonus and severance | 849,703 | |
Accrued interest | 54,219 | 64,781 |
Accrued interest – related parties | 30,344 | |
Convertible notes payable | 1,297,700 | |
Convertible notes payable – related parties | 480,000 | |
Other current liabilities | 59,614 | |
TOTAL CURRENT LIABILITIES | 1,815,691 | 2,735,820 |
NON-CURRENT LIABILITIES | ||
Deferred revenue | 200,000 | |
Accrued interest, net of current portion | 89,717 | |
Term loan, net of discount and deferred issuance costs | 6,942,151 | |
Warrant liability | 15,242,915 | |
Other liabilities | 141,707 | |
TOTAL LIABILITIES | 24,232,181 | 2,935,820 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 8,722,823 and 4,383,433 shares issued and outstanding, respectively | 8,723 | 4,383 |
Additional paid-in capital | 71,939,917 | 49,661,802 |
Accumulated deficit | (67,332,248) | (51,985,517) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 4,616,392 | (2,319,332) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 28,848,573 | $ 616,488 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 8,722,823 | 4,383,433 |
Common stock, shares outstanding (in shares) | 8,722,823 | 4,383,433 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES: | ||
Federal grants | $ 578,657 | |
License revenue | 200,000 | 20,000 |
TOTAL REVENUES | 778,657 | 20,000 |
OPERATING EXPENSES: | ||
Research and development | 4,157,454 | 78,656 |
General and administrative | 10,174,997 | 4,752,068 |
Impairment of intangible assets | 2,294,048 | 0 |
TOTAL OPERATING EXPENSES | 16,626,499 | 4,830,724 |
OPERATING LOSS | (15,847,842) | (4,810,724) |
OTHER INCOME (EXPENSE) | ||
Interest income | 112,377 | 571 |
Interest expense | (1,164,897) | (95,125) |
Change in fair value of warrant liability | 633,631 | |
TOTAL OTHER INCOME (EXPENSE) | (418,889) | (94,554) |
LOSS BEFORE INCOME TAX BENEFIT | (16,266,731) | (4,905,278) |
Income tax benefit | 920,000 | |
NET LOSS | $ (15,346,731) | $ (4,905,278) |
Net loss per common share - basic and diluted (in dollars per share) | $ (2.19) | $ (1.12) |
Weighted average common shares outstanding - basic and diluted (in shares) | 7,020,479 | 4,383,433 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2015 | 4,383,433 | |||
Balance at Dec. 31, 2015 | $ 4,383 | $ 47,190,013 | $ (47,080,239) | $ 114,157 |
Stock-based compensation expense | 2,471,789 | 2,471,789 | ||
Net loss | (4,905,278) | $ (4,905,278) | ||
Balance (in shares) at Dec. 31, 2016 | 4,383,433 | 4,383,433 | ||
Balance at Dec. 31, 2016 | $ 4,383 | 49,661,802 | (51,985,517) | $ (2,319,332) |
Stock-based compensation expense | $ 30 | 1,624,381 | 1,624,411 | |
Net loss | (15,346,731) | (15,346,731) | ||
Stock-based compensation expense (in shares) | 30,000 | |||
Conversion of convertible debt (in shares) | 250,681 | |||
Conversion of convertible debt | $ 251 | 3,119,287 | 3,119,538 | |
Effect of reverse merger (in shares) | 1,403,271 | |||
Effect of reverse merger | $ 1,403 | 15,047,480 | 15,048,883 | |
Offering of common stock and warrants (in shares) | 2,646,091 | |||
Offering of common stock and warrants | $ 2,646 | 2,122,657 | 2,125,303 | |
Common shares issued to vendor (in shares) | 9,347 | |||
Common shares issued to vendor | $ 10 | 60,109 | 60,119 | |
Term loan proceeds allocated to warrants | 304,201 | $ 304,201 | ||
Balance (in shares) at Dec. 31, 2017 | 8,722,823 | 8,722,823 | ||
Balance at Dec. 31, 2017 | $ 8,723 | $ 71,939,917 | $ (67,332,248) | $ 4,616,392 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,346,731) | $ (4,905,278) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairments | 29,838 | 3,325 |
Share-based compensation | 1,624,411 | 2,471,789 |
Impairment expense | 2,294,048 | 0 |
Noncash interest expense | 724,676 | |
Change in fair value of warrant liability | (633,631) | |
Expenses allocated to warrant liability | 1,302,995 | |
Provision for obsolete inventory | 319,736 | |
Deferred tax benefit | (920,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14,307) | (5,077) |
Inventory | (449,384) | (116,726) |
Vendor deposits | (715,603) | |
Prepaid expenses and other assets | (223,583) | 13,794 |
Accounts payable and accrued liabilities | (109,644) | 633,026 |
Accrued bonus and severance | (1,434,297) | |
Accrued interest | 229,845 | 64,781 |
Accrued interest - related parties | 13,747 | 30,344 |
Deferred revenue | (200,000) | |
Other liabilities | 201,321 | |
Net cash used in operating activities | (13,306,563) | (1,810,022) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (537,569) | |
Cash received in business combination | 11,776,427 | |
Net cash provided by investing activities | 11,238,858 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes payable | 460,000 | 1,297,700 |
Proceeds from issuance of convertible notes payable - related parties | 108,300 | 480,000 |
Proceeds from Dipexium note | 2,000,000 | |
Proceeds from issuance of term loan and warrants, net of allocated issuance costs | 7,145,584 | |
Proceeds from equity offering, net of allocated issuance costs | 16,698,854 | |
Net cash provided by financing activities | 26,412,738 | 1,777,700 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 24,345,033 | (32,322) |
Cash and cash equivalents, beginning of year | 59,335 | 91,657 |
Cash and cash equivalents, end of year | 24,404,368 | 59,335 |
SUPPLEMENTAL INFORMATION | ||
Income taxes | ||
Interest | 195,938 | |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Property and equipment included in accounts payable | 89,558 | |
Value of common shares issued to vendors for services | 60,119 | |
Equity offering proceeds allocated to warrant liability | 15,876,546 | |
Term loan proceeds allocated to warrants | 304,201 | |
Issuance of common shares for business combination | 15,048,883 | |
Issuance of common shares upon conversion of debt and accrued interest | $ (2,495,630) |
Note 1 - Background and Organiz
Note 1 - Background and Organization | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | NOTE 1. Business Operations PLx Pharma Inc. (the “Company”), together with its subsidiaries PLx Opco Inc., PLx Chile SpA and Dipexium Pharmaceuticals Ireland Limited, is a late stage startup specialty pharmaceutical company focusing initially on commercializing two TM 325 TM 81 325 first PLx Chile SpA was formed on September 12, 2011 Inc. Dipexium Pharmaceuticals Ireland Limited was formed on August 16, 2016 Organization, Reincorporation, and Merger with Dipexium Pharmaceuticals, Inc. PLx Opco Inc., which was known as PLx Pharma Inc. immediately prior to the Merger described below, was originally incorporated in the State of Texas on November 12, 2002 December 2002, December 4, 2002. March 2003, On December 31, 2013, On July 21, 2015, ’s members voted to approve a Plan of Conversion whereby PLx LLC re-incorporated into a Delaware corporation, renamed PLx Pharma Inc. (“Old PLx” and such conversion, the “Reincorporation”), effective July 27, 2015. one two 5,013,690 one one fourteenth 302,937 $800,000 2015 $53,187 1,313,840 249,196 $1,588,937 July 2015. On December 22, 2016, April 19, 2017. ’s former shareholders owned a majority of the voting common stock of the combined company and controlled the combined company’s board of directors, and Old PLx’s officers became the officers of the combined company. The combined company, renamed as PLx Pharma Inc., together with its subsidiaries PLx Opco Inc. and PLx Chile SpA, is referred to herein as the “Company.” The Merger was accounted for as a reverse acquisition business combination and Old PLx’s historical consolidated financial statements have replaced Dipexium’s historical consolidated financial statements with respect to periods prior to the completion of the Merger. See Note 4. not |
Note 2 - Liquidity and Going Co
Note 2 - Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on hand, to meet our obligations as they become due. Based on our expected operating cash requirements and capital expenditures, we believe the Company’s cash on hand at December 31, 2017, June 2017 August 2017, twelve |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 3. Significant Accounting Policies Basis and Accounting and Principles of Consolidation The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP”). The Company operates in one The accompanying consolidated financial statements include the accounts of the Company and its direct and indirect wholly-owned subsidiaries, PLx Opco Inc., PLx Chile SpA and Dipexium Pharmaceuticals Ireland Limited. All significant intercompany balances and transactions have been eliminated within the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. 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 amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but not Foreign Currency The functional currency of our international subsidiaries has been designated as the U.S. dollar. Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three ’s credit risk exposure is mitigated by the financial strength of the banking institution in which the deposits are held. As of December 31, 2017, $24.4 not Allowance for Uncollectible Accounts Receivable An allowance for uncollectible accounts receivable is estimated based on historical experience, credit quality, age of the accounts receivable balances, and economic conditions that may ’s ability to pay. The allowance for uncollectible accounts receivable was zero December 31, 2017 2016, Inventory Inventory is stated at the lower of cost or net realizable value, using the average cost method. Inventory as of December 31, 2017 2016 $320,000 $0 December 31, 2017 2016, Fair Value of Financial Instruments All financial instruments classified as current assets and liabilities are carried at cost, which approximates fair value, because of the short-term maturities of those instruments. The fair value of the noncurrent term loan approximates its face value of $7,500,000 9. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company capitalizes additions that have a tangible future economic life. Maintenance and repairs that do not may not See Note 5 2017. Intangible Assets and Goodwill Intangible assets were acquired as part of the Merger and consist of definite-lived trademarks with an estimated useful life of seven 4 Management evaluates indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not October 31 to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss would be recognized in the amount of such excess. See Note 5 2017. Goodwill is not October 31, not one As described further below in this Note 3, 2017 04, Other - Simplifying the Test for Goodwill Impairment, effective January 1, 2017. one no 5 2017. Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company ’s revenue in 2017 2016 not Joint development revenue is recognized when the related expenditure is made under the reimbursement provisions of the sponsored research agreement or activities under a patent license agreement. License revenue is recognized on a straight-line basis during the license period. Research and Development Expenses Costs incurred in connection with research and development activities are expensed as incurred. Research and development expenses consist of direct and indirect costs associated with specific projects and include fees paid to various entities that perform research related services for the Company. Share -Based Compensation The Company recognizes expense in our consolidated statements of operations for the fair value of all share-based compensation to key employees, nonemployee directors and advisors, generally in the form of stock options and stock awards. The Company uses the Black-Scholes option valuation model to estimate the fair value of stock options on the grant date. Compensation cost is amortized on a straight-line basis over the vesting period for each respective award. The Company adopted new accounting guidance, effective January 1, 2017, not Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Corporate tax rate changes resulting from the impacts of the Tax Cuts and Jobs Act of 2017 December 31, 2017 December 2017. Tax benefits are initially recognized in the financial statements when it is more likely than not 50% The Company is no ending before December 31, 2011. Reverse Stock Split The Company’s Board of Directors approved a 1 8 April 19, 2017. Earnings ( Loss ) Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For periods of net income, and when the effects are not common shares underlying common stock options and stock purchase warrants using the treasury stock method, and convertible notes using the if-converted method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive common shares is anti-dilutive. The number of anti-dilutive shares, consisting of common shares underlying (i) common stock options, (ii) stock purchase warrants, and (iii) prior to the Merger closing in April 2017, 3,871,302 872,772 December 31, 2017 2016, Recent Accounting Developments Recently Adopted Guidance In March 2016, Financial Accounting Standards Board (the “FASB”) issued guidance simplifying the accounting for, and financial statement disclosure of, share-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement, and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other share-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016, January 1, 2017 not In July 2015, 330 December 15, 2016, January 1, 2017 not In November 2015, December 15, 2016. January 1, 2017 not In January 2017, 2 no December 15, 2019. January 1, 2017. April 1, 2017, 3. may no year ended December 31, 2017. Unadopted Guidance In May 2014, five 1 2 3 4 5 August 2015, one December 15, 2017, December 15, 2016. March 2016, April 2016, May 2016, two March 3, 2016 May 2016, not not In February 2016, erm leases on the balance sheet, and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018, In June 2016, ’s current estimate of all future expected credit losses. Under the previous guidance, an entity only considered past events and current conditions. The guidance is effective for fiscal years beginning after December 15, 2019. December 15, 2018. In August 2016, December 15, 2017. may The Company does not not |
Note 4 - Reverse Merger Busines
Note 4 - Reverse Merger Business Combination | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4. On December 22, 2016, April 19, 2017. ’s former shareholders owned a majority of the voting common stock of the combined company and controlled the combined company’s board of directors, and Old PLx’s officers became the officers of the combined company. The combined company, renamed as PLx Pharma Inc., together with its subsidiaries PLx Opco Inc., PLx Chile SpA and Dipexium Pharmaceuticals Ireland Limited, is referred to herein as the “Company.” The business purposes of the Merger included, among other purposes, obtaining the following potential advantages: (i) the combined organization’s resources would be immediately available to allow commencement of manufacturing and pre-commercialization activities for Aspertec; and (ii) the public company status of Dipexium would allow the Company greater potential access to additional capital. The Company accounted for the Merger as a reverse merger business combination using the purchase method of accounting. Because the Merger qualifies as a reverse acquisition and given that Old PLx was a private company at the time of the Merger and therefore its value was not Merger consideration was deemed to be equal to the quoted market capitalization of Dipexium at the Merger date, reduced by the effective settlement of pre-existing debt between Old PLx and Dipexium. Total purchase consideration is as follows: Dipexium market capitalization at closing $ 15,048,883 Effective settlement of pre-existing debt (2,045,151 ) Total purchase consideration $ 13,003,732 The Company recorded all tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the Merger date. The following represents the allocation of the purchase consideration: Fair value of purchase consideration $ 13,003,732 Fair value of tangible assets acquired: Cash $ 11,776,427 Prepaid expenses 139,648 Fair value of identifiable intangible assets acquired: Trademarks 100,000 In-process research and development 2,200,000 Goodwill 2,061,022 Deferred tax liabilities , net (920,000 ) Fair value of liabilities assumed (2,353,365 ) $ 13,003,732 The estimated fair value of the acquired trademarks was determined using a cost approach. The estimated fair value of the acquired in-process research and development was determined using an income approach. See Note 5 The Company received carryover tax basis in the acquired assets and liabilities and no not not net deferred tax liabilities of $920,000 Pro forma disclosures The following unaudited pro forma financial information summarizes the results of operations for the years ended December 31, 2017 2016 January 1, 2016. not January 1, 2016 may Year Ended Dec ember 31 , Year Ended Dec ember 31 , Unaudited pro forma results 2017 2016 Revenues $ 778,657 $ 20,000 Net loss $ (16,776,931 ) $ (26,145,568 ) Net loss per share $ (2.23 ) $ (4.33 ) |
Note 5 - Long-lived Assets
Note 5 - Long-lived Assets | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Property, Plant, and Equipment and Intangible Assets [Text Block] | NOTE 5. Property and Equipment Property an d equipment at December 31, 2017 2016 Asset Descriptions Useful Lives (years) December 31, 2017 December 31, 2016 Computer equipment 4 $ 41,839 $ 41,839 Lab equipment 5 8,655 8,655 Office equipment, furniture and fixtures 5 18,302 18,302 Leasehold improvements lease term 10,088 - Manufacturing equipment 7 1,400,114 783,075 Subtotal 1,478,998 851,871 Less: Accumulated depreciation (91,123 ) (67,237 ) Less: Impairment (358,000 ) (358,000 ) Total property and equipment, net $ 1,029,875 $ 426,634 Depreciation for t he years ended December 31, 2017 2016 $23,886 $3,325, In early 2014, not $783,075. $358,000 December 31, 2013. 2017. Goodwill and Intangible Assets We established goodwill and other intangible assets in 2017 December 31, 2017 Trademarks (definite-lived) $ 100,000 IPR&D (indefinite-lived) 2,200,000 Goodwill (indefinite-lived) 2,061,022 4,361,022 Less: Accumulated amortization trademarks (5,952 ) Less: Impairment – trademarks and IPR&D (2,294,048 ) Total goodwill and intangible assets, net $ 2,061,022 The Company ’s intangible asset for trademarks was related to the Locilex brand acquired from Dipexium. After assessing its resources and corporate strategy in November 2017, no ● submit paperwork to the FDA to put the Pexiganan IND in an inactive status ; ● abandon the DPRX domain ; ● terminate the facility storage contract with a third ● cease paying patent renewal fees, allowing patents to expire . As a result of the strategic change not October 31, 2017 d zero fourth $2.2 October 31, 2017 zero fourth $0.1 The Company has not of goodwill occurred as of October 31, 2017. not |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 . DEBT Term Loan Facility On August 9, 2017, $7.5 $7.5 million on or before December 31, 2018, first not $20,000,000 81 The Term Loan Facility carries interest at a floating rate of 4.0% ( 8.50% December 31, 2017), first 18 24 February 1, 2021. may not The Company may 3.0% one 2.0% second 1.0% second 8.0% The final payment fee is being accrued using the effective interest method over the period of the Term Loan Facility. The Term Loan Facility is collateralized by substantially all of the Company ’s assets, including the Company’s intellectual property. The Term Loan Facility also contains certain restrictive covenants that limit the Company’s ability to incur additional indebtedness and liens, merge with other companies or consummate certain changes of control, acquire other companies, engage in new lines of business, make certain investments, pay dividends, transfer or dispose of assets, amend certain material agreements or enter into various specified transactions, as well as financial reporting requirements. The Term Loan Facility contains customary events of default, including bankruptcy, the failure to make payments when due, the occurrence of a material impairment on the lenders’ security interest over the collateral, and a material adverse change. Upon the occurrence of an event of default, subject to any specified cure periods, all amounts owed by the Company would begin to bear interest at a rate that is 5.00% may In connection with entry into the Term Loan Facility, the Company issued to SVB and one stock purchase warrants to purchase an aggregate of 58,502 $6.41 10 $304,201. As of December 31, 2017, $7.5 $557,849. Convertible Notes Payable and Convertible Notes Payable – Related Parties During 2016 during the 2017 $2,346,000 $5,000 $250,000, $588,300 8% May 31, 2017. $7.84 250,681 $623,908 Note Payable On January 6, 2017, $2 8% as a maturity date the later of (a) October 15, 2017, 270 first April 19, 2017, no 4 |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 . STOCKHOLDERS’ EQUITY Equity Financing On June 14, 2017, 2,646,091 $6.875 2,646,091 $7.50 $18.2 six one 10 -year term and are liability classified due to certain cash settlement provisions. Stock Options Following is a summary of option activities for the years ended December 31, 2017 2016: Number of Options Weighted Average Weighted Average Aggregate Intrinsic Outstanding, December 31, 2015 691,374 $ 12.44 8.62 $ - Outstanding, December 31, 2016 691,374 $ 12.44 8.62 $ - Granted 283,372 $ 6.75 Options from Dipexium 191,963 $ 57.94 Cancelled - Outstanding, December 31, 2017 1,166,709 $ 18.54 7.84 $ 90,097 Exercisable, December 31, 2017 888,124 $ 21.71 7.48 $ 15,637 The Company has granted options to employees, directors, advisors, and consultants from two 2013 April 19, 2017, 191,963 December 31, 2017, 242,903 two On May 12, 2016, 118,134 scheduled to vest on the closing date of a contemplated initial public offering instead vested on July 22, 2016. $948,117, 1 1.24%, 2 4.69 3 83.52%, 4 zero second third 2016. During the year ended December 31, 2017, 283,372 $6.75 $1.3 1 1.2% 2.1%, 2 4.7 8.0 3 75% 86%, 4 zero As of December 31, 2017, $1.4 1.9 The Company modified certain outstanding awards to a former officer upon his termination of employment, and recognized approximately $150,000 third 2017 The Company also recognized approximately $200,000 third 2017 30,000 During the years ended December 31, 2017 2016, $1,624,411 $2,471,789, December 31, 2017, $1,623,056 $1,355 |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8 . COMMITMENTS AND CONTINGENCIES Lease Agreement The Company presently leases office space under operating lease agreements, expiring on December 31, 2019, July 31, 2021 October 3, 2021, $175,552 $62,349 December 31, 2017 2016, Future minimum obligations under non-cancelable operating leases are: 2018 $ 343,144 2019 349,804 2020 301,993 2021 190,874 Total $ 1,185,815 The Company ceased using the office space under one fourth 2017 approximately $200,000 fourth 2017 $784,000 July 31, 2021. Patent License Agreement with the Board of Regents of the University of Texas (NSAIDs) On January 8, 2003, Under terms of the agreement, the Company is responsible for conducting clinical trials involving investigational use of a licensed product for the determination of metabolic and pharmacologic actions in humans, the side effects associated with increasing doses, examination of suspected indications, determination of the potential short-term side effects in humans and for establishing the safety, efficacy, labeled indications and risk-benefit profile in humans. The patent license agreement also requires the Company to provide reimbursement for all expenses incurred by The University of Texas Health Science Center at Houston for filing, prosecuting, enforcing and maintaining patent rights and requires an annual nonrefundable license management fee. In addition, the Company is obligated to pay certain milestone payments in future years relating to royalties resulting from the approval to sell licensed products and the resulting sales of such licensed products. Development and Commercialization Agreement with Lee ’s Pharmaceutical Holdings Limited In March 2012, ’s Pharmaceutical”). The Company granted to Lee’s Pharmaceutical an exclusive royalty bearing license under licensed subject matter to commercialize marketed products using PL 2200 On June 19, 2015, ’s Pharmaceutical entered into an amendment to the Development and Commercialization Agreement. Pursuant to the agreement, Lee’s Pharmaceutical paid the Company a $200,000 July 2015, fourth 2017 $200,000 fourth 2017. Master Services Agreement with Pharmaceutical Manufacturing Research Services, Inc. In February 2017, five three $2.8 2017 $1,237,750 December 31, 2017, $445,625. Investor Relations Agreement On March 21, 2017, 15 $11,250 March 15, 2017 April 30, 2017 $15,000 May 1, 2017. $15,000 $7,500 $7,500 ’s common shares. The Company issued 9,347 2017 May December 2017. Severance Obligations Effective July 31, 2017, s of $12,500 twelve $150,000 third 2017 $87,500 December 31, 2017. |
Note 9 - Fair Value Measurement
Note 9 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 9 . FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received in the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has categorized all investments recorded at fair value based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: ● Level 1: ● Level 2: 1, ● Level 3: ’s subjective determinations regarding the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities measured at fair value on a recurring basis The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the hierarchy. The stock purchase warrants issued in June 2017 3 using a binomial asset pricing model that consisted of a conditional probability weighted expected return method that values the Company’s equity securities assuming various possible future outcomes to estimate the allocation of value within one 3 December 31, 2017: Description Balance at December 31, 2016 Established in 2017 Change in Fair Value Balance at Dec ember 31 , 2017 Warrant liability $ - $ 15,876,546 $ (633,631 ) $ 15,242,915 The following table identifies the carrying amounts of such liabilities at December 31, 2017: Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 15,242,915 $ 15,242,915 Balance at December 31, 2017 $ - $ - $ 15,242,915 $ 15,242,915 The Company had no or liabilities measured at fair value on a recurring basis as of December 31, 2016. Financial assets and liabilities carried at fair value on a non-recurring basis The Company does not or liabilities measured at fair value on a non-recurring basis. Non-financial assets and liabilities carried at fair value on a recurring basis The Company does not or liabilities measured at fair value on a recurring basis. Non-financial assets and liabilities carried at fair value on a non-recurring basis The Company measures its long-lived assets, including property and equipment and intangible assets (including goodwill), at fair value on a non-recurring basis when they are deemed to be impaired. The Company recognized total impairment expenses related to its trademarks and IPR&D of $2,294,048 fourth 2017. No 2016. See Note 4 ssets acquired and liabilities assumed in the Merger. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 10. Income tax (expense) benefit for the years ended December 31, 2017 2016 Year Ended December 31, 2017 Year Ended December 31, 2016 Current: Federal $ - $ - State - - Foreign - - Deferred: Federal 12,770,584 1,551,284 State - - Foreign - - Change in valuation allowance (13,690,584 ) (1,551,284 ) Total Benefit for Income Taxes $ (920,000 ) $ - The income tax benefit of $920,000 December 31, 2017 Significant components of the Company's deferred tax assets and liabilities consisted of the following at December 31, 2017 2016: December 31, 2017 December 31, 2016 Deferred tax assets: Stock-based compensation $ 3,085,484 $ 922,463 Tax credit carryforwards 3,616,246 - Net operating loss carryforwards 8,715,591 833,458 Intangible assets 372,944 604,416 Other 350,690 81,111 Total deferred tax assets 16,140,955 2,441,448 Deferred tax liabilities: Property and equipment 8,922 - Total deferred tax liabilities 8,922 - Net deferred tax assets 16,132,033 2,441,448 Less valuation allowance (16,132,033 ) (2,441,448 ) Total deferred tax assets (liabilities) $ - - The following table presents reconciles the U.S. federal statutory income tax rate in effect for 2017 Year Ended December 31, 2017 Year Ended December 31, 2016 U.S. federal statutory income tax (34.0 %) (34.0 %) State and local income tax, net of benefits - - Fair value of derivatives (1.40 %) - Release of valuation allowance in connection with merger 5.99 % - Tax rate changes and other 37.85 % 0.69 % Valuation allowance for deferred income tax assets (2.44 %) 33.31 % Effective income tax rate (6.00 %) 0.0 % The reduction in the federal tax rate to 21% January 1, 2018, $5.9 $41.5 December 31, 2017, may 2035. may not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis and Accounting and Principles of Consolidation The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP”). The Company operates in one The accompanying consolidated financial statements include the accounts of the Company and its direct and indirect wholly-owned subsidiaries, PLx Opco Inc., PLx Chile SpA and Dipexium Pharmaceuticals Ireland Limited. All significant intercompany balances and transactions have been eliminated within the consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make 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 amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but not |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency The functional currency of our international subsidiaries has been designated as the U.S. dollar. Foreign currency transaction gains and losses, excluding gains and losses on intercompany balances where there is no |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three ’s credit risk exposure is mitigated by the financial strength of the banking institution in which the deposits are held. As of December 31, 2017, $24.4 not |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Uncollectible Accounts Receivable An allowance for uncollectible accounts receivable is estimated based on historical experience, credit quality, age of the accounts receivable balances, and economic conditions that may ’s ability to pay. The allowance for uncollectible accounts receivable was zero December 31, 2017 2016, |
Inventory, Policy [Policy Text Block] | Inventory Inventory is stated at the lower of cost or net realizable value, using the average cost method. Inventory as of December 31, 2017 2016 $320,000 $0 December 31, 2017 2016, |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments All financial instruments classified as current assets and liabilities are carried at cost, which approximates fair value, because of the short-term maturities of those instruments. The fair value of the noncurrent term loan approximates its face value of $7,500,000 9. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company capitalizes additions that have a tangible future economic life. Maintenance and repairs that do not may not See Note 5 2017. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets and Goodwill Intangible assets were acquired as part of the Merger and consist of definite-lived trademarks with an estimated useful life of seven 4 Management evaluates indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not October 31 to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss would be recognized in the amount of such excess. See Note 5 2017. Goodwill is not October 31, not one As described further below in this Note 3, 2017 04, Other - Simplifying the Test for Goodwill Impairment, effective January 1, 2017. one no 5 2017. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company ’s revenue in 2017 2016 not Joint development revenue is recognized when the related expenditure is made under the reimbursement provisions of the sponsored research agreement or activities under a patent license agreement. License revenue is recognized on a straight-line basis during the license period. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses Costs incurred in connection with research and development activities are expensed as incurred. Research and development expenses consist of direct and indirect costs associated with specific projects and include fees paid to various entities that perform research related services for the Company. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share -Based Compensation The Company recognizes expense in our consolidated statements of operations for the fair value of all share-based compensation to key employees, nonemployee directors and advisors, generally in the form of stock options and stock awards. The Company uses the Black-Scholes option valuation model to estimate the fair value of stock options on the grant date. Compensation cost is amortized on a straight-line basis over the vesting period for each respective award. The Company adopted new accounting guidance, effective January 1, 2017, not |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Corporate tax rate changes resulting from the impacts of the Tax Cuts and Jobs Act of 2017 December 31, 2017 December 2017. Tax benefits are initially recognized in the financial statements when it is more likely than not 50% The Company is no ending before December 31, 2011. |
Reverse Stock Split, Policy [Policy Text Block] | Reverse Stock Split The Company’s Board of Directors approved a 1 8 April 19, 2017. |
Earnings Per Share, Policy [Policy Text Block] | Earnings ( Loss ) Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For periods of net income, and when the effects are not common shares underlying common stock options and stock purchase warrants using the treasury stock method, and convertible notes using the if-converted method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive common shares is anti-dilutive. The number of anti-dilutive shares, consisting of common shares underlying (i) common stock options, (ii) stock purchase warrants, and (iii) prior to the Merger closing in April 2017, 3,871,302 872,772 December 31, 2017 2016, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Developments Recently Adopted Guidance In March 2016, Financial Accounting Standards Board (the “FASB”) issued guidance simplifying the accounting for, and financial statement disclosure of, share-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement, and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other share-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016, January 1, 2017 not In July 2015, 330 December 15, 2016, January 1, 2017 not In November 2015, December 15, 2016. January 1, 2017 not In January 2017, 2 no December 15, 2019. January 1, 2017. April 1, 2017, 3. may no year ended December 31, 2017. Unadopted Guidance In May 2014, five 1 2 3 4 5 August 2015, one December 15, 2017, December 15, 2016. March 2016, April 2016, May 2016, two March 3, 2016 May 2016, not not In February 2016, erm leases on the balance sheet, and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018, In June 2016, ’s current estimate of all future expected credit losses. Under the previous guidance, an entity only considered past events and current conditions. The guidance is effective for fiscal years beginning after December 15, 2019. December 15, 2018. In August 2016, December 15, 2017. may The Company does not not |
Note 4 - Reverse Merger Busin18
Note 4 - Reverse Merger Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Business Acquisition, Purchase Consideration [Table Text Block] | Dipexium market capitalization at closing $ 15,048,883 Effective settlement of pre-existing debt (2,045,151 ) Total purchase consideration $ 13,003,732 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Fair value of purchase consideration $ 13,003,732 Fair value of tangible assets acquired: Cash $ 11,776,427 Prepaid expenses 139,648 Fair value of identifiable intangible assets acquired: Trademarks 100,000 In-process research and development 2,200,000 Goodwill 2,061,022 Deferred tax liabilities , net (920,000 ) Fair value of liabilities assumed (2,353,365 ) $ 13,003,732 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended Dec ember 31 , Year Ended Dec ember 31 , Unaudited pro forma results 2017 2016 Revenues $ 778,657 $ 20,000 Net loss $ (16,776,931 ) $ (26,145,568 ) Net loss per share $ (2.23 ) $ (4.33 ) |
Note 5 - Long-lived Assets (Tab
Note 5 - Long-lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Asset Descriptions Useful Lives (years) December 31, 2017 December 31, 2016 Computer equipment 4 $ 41,839 $ 41,839 Lab equipment 5 8,655 8,655 Office equipment, furniture and fixtures 5 18,302 18,302 Leasehold improvements lease term 10,088 - Manufacturing equipment 7 1,400,114 783,075 Subtotal 1,478,998 851,871 Less: Accumulated depreciation (91,123 ) (67,237 ) Less: Impairment (358,000 ) (358,000 ) Total property and equipment, net $ 1,029,875 $ 426,634 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Trademarks (definite-lived) $ 100,000 IPR&D (indefinite-lived) 2,200,000 Goodwill (indefinite-lived) 2,061,022 4,361,022 Less: Accumulated amortization trademarks (5,952 ) Less: Impairment – trademarks and IPR&D (2,294,048 ) Total goodwill and intangible assets, net $ 2,061,022 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Options Weighted Average Weighted Average Aggregate Intrinsic Outstanding, December 31, 2015 691,374 $ 12.44 8.62 $ - Outstanding, December 31, 2016 691,374 $ 12.44 8.62 $ - Granted 283,372 $ 6.75 Options from Dipexium 191,963 $ 57.94 Cancelled - Outstanding, December 31, 2017 1,166,709 $ 18.54 7.84 $ 90,097 Exercisable, December 31, 2017 888,124 $ 21.71 7.48 $ 15,637 |
Note 8 - Commitments and Cont21
Note 8 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2018 $ 343,144 2019 349,804 2020 301,993 2021 190,874 Total $ 1,185,815 |
Note 9 - Fair Value Measureme22
Note 9 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Description Balance at December 31, 2016 Established in 2017 Change in Fair Value Balance at Dec ember 31 , 2017 Warrant liability $ - $ 15,876,546 $ (633,631 ) $ 15,242,915 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 15,242,915 $ 15,242,915 Balance at December 31, 2017 $ - $ - $ 15,242,915 $ 15,242,915 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2017 Year Ended December 31, 2016 Current: Federal $ - $ - State - - Foreign - - Deferred: Federal 12,770,584 1,551,284 State - - Foreign - - Change in valuation allowance (13,690,584 ) (1,551,284 ) Total Benefit for Income Taxes $ (920,000 ) $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2017 December 31, 2016 Deferred tax assets: Stock-based compensation $ 3,085,484 $ 922,463 Tax credit carryforwards 3,616,246 - Net operating loss carryforwards 8,715,591 833,458 Intangible assets 372,944 604,416 Other 350,690 81,111 Total deferred tax assets 16,140,955 2,441,448 Deferred tax liabilities: Property and equipment 8,922 - Total deferred tax liabilities 8,922 - Net deferred tax assets 16,132,033 2,441,448 Less valuation allowance (16,132,033 ) (2,441,448 ) Total deferred tax assets (liabilities) $ - - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2017 Year Ended December 31, 2016 U.S. federal statutory income tax (34.0 %) (34.0 %) State and local income tax, net of benefits - - Fair value of derivatives (1.40 %) - Release of valuation allowance in connection with merger 5.99 % - Tax rate changes and other 37.85 % 0.69 % Valuation allowance for deferred income tax assets (2.44 %) 33.31 % Effective income tax rate (6.00 %) 0.0 % |
Note 1 - Background and Organ24
Note 1 - Background and Organization (Details Textual) - PLx Pharma LLC [Member] - USD ($) | Jul. 27, 2015 | Jul. 31, 2015 | Jul. 26, 2015 |
Notes Payable | $ 800,000 | ||
Interest Payable | $ 53,187 | ||
Incentive Units, Outstanding | 1,313,840 | ||
Gain (Loss) on Extinguishment of Debt | $ (1,588,937) | ||
Conversion of Notes Including Interest and Incentive Units for Common Stock [Member] | |||
Conversion of Stock, Shares Issued | 249,196 | ||
Common Stock [Member] | |||
Conversion of Stock, Shares Issued per Preferred Unit | 5,013,690 | ||
Conversion of Stock, Shares Issued per Common Unit | 302,937 |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies (Details Textual) | Apr. 19, 2017 | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Aug. 09, 2017USD ($) |
Number of Operating Segments | 1 | |||
Cash, Uninsured Amount | $ 24,400,000 | |||
Allowance for Doubtful Accounts Receivable | 0 | $ 0 | ||
Inventory Valuation Reserves | $ 320,000 | $ 0 | ||
Number of Reporting Units | 1 | |||
Built-in-gains Tax Liability | $ 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 3,871,302 | 872,772 | ||
Reverse Stock Split [Member] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 8 | |||
Trademarks [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Term Loan Facility [Member] | Silicon Valley Bank (SVB) [Member] | ||||
Debt Instrument, Face Amount | $ 7,500,000 | $ 7,500,000 |
Note 4 - Reverse Merger Busin26
Note 4 - Reverse Merger Business Combination (Details Textual) | Apr. 19, 2017USD ($) |
Deferred Tax Liabilities, Net | $ 920,000 |
Note 4 - Reverse Merger Busin27
Note 4 - Reverse Merger Business Combination - Purchase Consideration (Details) - Merger [Member] | Apr. 19, 2017USD ($) |
Dipexium market capitalization at closing | $ 15,048,883 |
Effective settlement of pre-existing debt | (2,045,151) |
Total purchase consideration | $ 13,003,732 |
Note 4 - Reverse Merger Busin28
Note 4 - Reverse Merger Business Combination - Allocation of Estimated Purchase Consideration (Details) - USD ($) | Apr. 19, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill | $ 2,061,022 | ||
Merger [Member] | |||
Fair value of purchase consideration | $ 13,003,732 | ||
Cash | 11,776,427 | ||
Prepaid expenses | 139,648 | ||
Trademarks | 100,000 | ||
In-process research and development | 2,200,000 | ||
Goodwill | 2,061,022 | ||
Deferred tax liabilities, net | (920,000) | ||
Fair value of liabilities assumed | (2,353,365) | ||
Total purchase consideration | $ 13,003,732 |
Note 4 - Reverse Merger Busin29
Note 4 - Reverse Merger Business Combination - Unaudited Pro Forma Results (Details) - Merger [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 778,657 | $ 20,000 |
Net loss | $ (16,776,931) | $ (26,145,568) |
Net loss per share (in dollars per share) | $ (2.23) | $ (4.33) |
Note 5 - Long-lived Assets (Det
Note 5 - Long-lived Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Oct. 31, 2017 | Mar. 31, 2014 | |
Depreciation | $ 23,886 | $ 3,325 | ||||
Goodwill, Impaired, Accumulated Impairment Loss | $ 0 | |||||
Trademarks [Member] | ||||||
Finite-lived Intangible Assets, Fair Value Disclosure | 0 | |||||
Impairment of Intangible Assets, Finite-lived | $ 100,000 | |||||
In Process Research and Development Related to Locilex [Member] | ||||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | $ 0 | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 2,200,000 | |||||
Certain Manufacturing Equipment That Had Not Been Placed in Service [Member] | ||||||
Impairment of Long-Lived Assets to be Disposed of | $ 358,000 | |||||
Certain Manufacturing Equipment That Had Not Been Placed in Service [Member] | ||||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current | $ 783,075 |
Note 5 - Long-lived Assets - Pr
Note 5 - Long-lived Assets - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total property and equipment, gross | $ 1,478,998 | $ 851,871 |
Less: Accumulated depreciation | (91,123) | (67,237) |
Less: Impairment | (358,000) | (358,000) |
Total property and equipment, net | $ 1,029,875 | 426,634 |
Computer Equipment [Member] | ||
Total property and equipment, useful lives (Year) | 4 years | |
Total property and equipment, gross | $ 41,839 | 41,839 |
Lab Equipment [Member] | ||
Total property and equipment, useful lives (Year) | 5 years | |
Total property and equipment, gross | $ 8,655 | 8,655 |
Office Equipment, Furniture and Fixtures [Member] | ||
Total property and equipment, useful lives (Year) | 5 years | |
Total property and equipment, gross | $ 18,302 | 18,302 |
Leasehold Improvements [Member] | ||
Total property and equipment, gross | $ 10,088 | |
Machinery and Equipment [Member] | ||
Total property and equipment, useful lives (Year) | 7 years | |
Total property and equipment, gross | $ 1,400,114 | $ 783,075 |
Note 5 - Long-lived Assets - Go
Note 5 - Long-lived Assets - Goodwill and Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Trademarks (definite-lived) | $ 100,000 | |
IPR&D (indefinite-lived) | 2,200,000 | |
Goodwill | 2,061,022 | |
4,361,022 | ||
Less: Accumulated amortization trademarks | (5,952) | |
Less: Impairment – trademarks and IPR&D | (2,294,048) | |
Total goodwill and intangible assets, net | $ 2,061,022 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | Aug. 09, 2017 | Jan. 06, 2017 | Apr. 19, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 19, 2017 |
Proceeds from Convertible Debt | $ 2,346,000 | |||||
Proceeds from Convertible Debt, Related Parties | $ 108,300 | $ 480,000 | $ 588,300 | |||
Interest Expense, Debt | 1,164,897 | 95,125 | ||||
Proceeds from Notes Payable | 2,000,000 | |||||
Convertible Notes Payable [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
Debt Instrument, Convertible, Conversion Price | $ 7.84 | $ 7.84 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 250,681 | |||||
Interest Expense, Debt | $ 623,908 | |||||
Minimum [Member] | Convertible Notes Payable [Member] | ||||||
Debt Instrument, Face Amount | 5,000 | $ 5,000 | ||||
Maximum [Member] | Convertible Notes Payable [Member] | ||||||
Debt Instrument, Face Amount | $ 250,000 | $ 250,000 | ||||
Warrants Issued in Connection with Term Loan Facility [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 58,502 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.41 | |||||
Class of Warrant or Right, Term | 10 years | |||||
Warrants and Rights Outstanding | $ 304,201 | |||||
Dipexium [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Proceeds from Notes Payable | $ 2,000,000 | |||||
Debt Instrument, Period Following Termination of Merger Agreement in Determination of Maturity Date | 270 days | |||||
Term Loan Facility [Member] | Silicon Valley Bank (SVB) [Member] | ||||||
Debt Instrument, Face Amount | 7,500,000 | $ 7,500,000 | ||||
Debt Instrument, Unused Borrowing Capacity, Amount | 7,500,000 | |||||
Debt Instrument, Minimum Net New Capital Obtained | $ 20,000,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 8.50% | |||||
Number of Monthly Interest Only Payments Installments | 18 | |||||
Number of Monthly Installments | 24 | |||||
Debt Instrument, Prepayment Fee, Within One Year, Percentage | 3.00% | |||||
Debt Instrument, Prepayment Fee, During Year Two, Percentage | 2.00% | |||||
Debt Instrument, Prepayment Fee, After Year Two, Percentage | 1.00% | |||||
Debt Instrument, Final Payment Fee, Percentage | 8.00% | |||||
Debt Instrument, Default Interest Rate Percent Above Effective Percentage | 5.00% | |||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 557,849 | |||||
Term Loan Facility [Member] | Silicon Valley Bank (SVB) [Member] | Prime Rate [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% |
Note 7 - Stockholders' Equity34
Note 7 - Stockholders' Equity (Details Textual) - USD ($) | Jun. 14, 2017 | Jul. 22, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 19, 2017 | Dec. 31, 2015 |
Proceeds from Issuance or Sale of Equity | $ 18,200,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,166,709 | 691,374 | 691,374 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 283,372 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.75 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,400,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 328 days | ||||||
Allocated Share-based Compensation Expense | $ 1,624,411 | $ 2,471,789 | |||||
General and Administrative Expense [Member] | |||||||
Allocated Share-based Compensation Expense | 1,623,056 | ||||||
Research and Development Expense [Member] | |||||||
Allocated Share-based Compensation Expense | $ 1,355 | ||||||
Old PLx Omnibus Stock Option Plan and Dipexium 2013 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 191,963 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 242,903 | ||||||
Old PLx Omnibus Stock Option Plan and Dipexium 2013 Equity Incentive Plan [Member] | Employees [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||
Old PLx Omnibus Stock Option Plan and Dipexium 2013 Equity Incentive Plan [Member] | Employees [Member] | Employee Stock Option [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 75.00% | ||||||
Old PLx Omnibus Stock Option Plan and Dipexium 2013 Equity Incentive Plan [Member] | Employees [Member] | Employee Stock Option [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 86.00% | ||||||
Old PLx Omnibus Stock Option Plan and Dipexium 2013 Equity Incentive Plan [Member] | Former Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ 150,000 | ||||||
Allocated Share-based Compensation Expense | $ 200,000 | ||||||
Old PLx Omnibus Stock Option Plan and Dipexium 2013 Equity Incentive Plan [Member] | Director [Member] | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 30,000 | ||||||
Omnibus Stock Option Plan [Member] | Executives [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 118,134 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 948,117 | ||||||
Fair Value Inputs, Discount Rate | 1.24% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 251 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 83.52% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||
Omnibus Stock Option Plan [Member] | Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 283,372 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.75 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Granted in Period, Fair Value | $ 1,300,000 | ||||||
Omnibus Stock Option Plan [Member] | Employees [Member] | Employee Stock Option [Member] | Minimum [Member] | |||||||
Fair Value Inputs, Discount Rate | 1.20% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 255 days | ||||||
Omnibus Stock Option Plan [Member] | Employees [Member] | Employee Stock Option [Member] | Maximum [Member] | |||||||
Fair Value Inputs, Discount Rate | 2.10% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 8 years | ||||||
June 2017 Warrants [Member] | |||||||
Class of Warrant or Right, Term | 10 years | ||||||
Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 2,646,091 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 30,000 | ||||||
Public Offering [Member] | Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 2,646,091 | ||||||
Share Price | $ 6.875 | ||||||
Private Placement [Member] | June 2017 Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,646,091 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 |
Note 7 - Stockholders Equity -
Note 7 - Stockholders Equity - Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding, number of units, beginning balance (in shares) | 691,374 | 691,374 | |
Outstanding, weighted average exercise price, beginning balance (in dollars per share) | $ 12.44 | $ 12.44 | |
Outstanding, weighted average remaining contractual term (Year) | 7 years 306 days | 8 years 226 days | 8 years 226 days |
Outstanding, aggregate intrinsic value | $ 90,097 | ||
Granted, number of units (in shares) | 283,372 | ||
Granted, weighted average exercise price (in dollars per share) | $ 6.75 | ||
Granted, weighted average remaining contractual term (Year) | |||
Options from Dipexium, number of units (in shares) | 191,963 | ||
Options from Dipexium, weighted average exercise price (in dollars per share) | $ 57.94 | ||
Options from Dipexium, weighted average remaining contractual term (Year) | |||
Cancelled, number of units (in shares) | |||
Outstanding, number of units, ending balance (in shares) | 1,166,709 | 691,374 | 691,374 |
Outstanding, weighted average exercise price, ending balance (in dollars per share) | $ 18.54 | $ 12.44 | $ 12.44 |
Exercisable, number of units (in shares) | 888,124 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 21.71 | ||
Exercisable, weighted average remaining contractual term (Year) | 7 years 175 days | ||
Exercisable, aggregate intrinsic value | $ 15,637 |
Note 8 - Commitments and Cont36
Note 8 - Commitments and Contingencies (Details Textual) - USD ($) | Jul. 31, 2017 | May 01, 2017 | Mar. 21, 2017 | Feb. 28, 2017 | Jul. 31, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Leases, Rent Expense, Net | $ 175,552 | $ 62,349 | |||||||
Contract Manufacturing Deposits, Current | $ 715,603 | 715,603 | |||||||
Former Acting Chief Financial Officer [Member] | |||||||||
Separation Agreement , Monthly Severance Payments | $ 12,500 | ||||||||
Separation Agreement , Monthly Severance Payments, Period | 1 year | ||||||||
Severance Costs | $ 150,000 | ||||||||
Accrued Severance, Current | 87,500 | 87,500 | |||||||
Master Services Agreement with Pharmaceutical Manufacturing Research Services Inc [Member] | Aspertec [Member] | |||||||||
Service Agreement, Term | 5 years | ||||||||
Service Agreement, Estimated Cost of First Project | $ 2,800,000 | ||||||||
Payments for Deposits | 1,237,750 | ||||||||
Contract Manufacturing Deposits, Current | 445,625 | $ 445,625 | |||||||
Investor Relations Agreement [Member] | |||||||||
Service Agreement, Term | 1 year 90 days | ||||||||
Payments to Service Providers | $ 11,250 | ||||||||
Service Agreement, Monthly Fee | $ 15,000 | ||||||||
Service Agreement, Monthly Fee Payable in Cash | 7,500 | ||||||||
Service Agreement, Monthly Fee Payable in Common Stock | $ 7,500 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 9,347 | ||||||||
Lee's Pharmaceutical Holdings Limited [Member] | |||||||||
Royalty Revenue | 200,000 | ||||||||
Proceeds from Royalties Received | $ 200,000 | ||||||||
Assets Leased to Others [Member] | |||||||||
Assets Disposed of by Method Other than Sale, in Period of Disposition, Gain (Loss) on Disposition | (200,000) | ||||||||
Operating Leases, Future Minimum Payments Receivable | $ 784,000 | $ 784,000 |
Note 8 - Commitments and Cont37
Note 8 - Commitments and Contingencies - Future Minimum Payments Under Operating Leases (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 343,144 |
2,019 | 349,804 |
2,020 | 301,993 |
2,021 | 190,874 |
Total | $ 1,185,815 |
Note 9 - Fair Value Measureme38
Note 9 - Fair Value Measurements (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of Intangible Assets (Excluding Goodwill) | $ 2,294,048 | $ 2,294,048 | $ 0 |
Note 9 - Fair Value Measureme39
Note 9 - Fair Value Measurements - Measured at Fair Value on a Recurring Basis (Details) - Derivative Warrant Liability [Member] | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Warrant liability, balance | |
Warrant liability, established during period | 15,876,546 |
Warrant liability, change in fair value | (633,631) |
Warrant liability, balance | $ 15,242,915 |
Note 9 - Fair Value Measureme40
Note 9 - Fair Value Measurements - Carrying Amount of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring [Member] | Dec. 31, 2017USD ($) |
Warrant liability | $ 15,242,915 |
Balance | 15,242,915 |
Fair Value, Inputs, Level 1 [Member] | |
Warrant liability | |
Balance | |
Fair Value, Inputs, Level 2 [Member] | |
Warrant liability | |
Balance | |
Fair Value, Inputs, Level 3 [Member] | |
Warrant liability | 15,242,915 |
Balance | $ 15,242,915 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit) | $ (920,000) | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ (5,900,000) | ||
Operating Loss Carryforwards | $ 41,500,000 | ||
Operating Loss Carryforwards, Beginning Expiration Year | 2,035 | ||
Scenario, Forecast [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax (Expense) Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal, current | ||
State, current | ||
Foreign, current | ||
Deferred: | ||
Federal, deferred | 12,770,584 | 1,551,284 |
State, deferred | ||
Foreign, deferred | ||
Change in valuation allowance | (13,690,584) | (1,551,284) |
Total Benefit for Income Taxes | $ (920,000) |
Note 10 - Income Taxes - Signif
Note 10 - Income Taxes - Significant Components of the Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Stock-based compensation | $ 3,085,484 | $ 922,463 |
Tax credit carryforwards | 3,616,246 | |
Net operating loss carryforwards | 8,715,591 | 833,458 |
Intangible assets | 372,944 | 604,416 |
Other | 350,690 | 81,111 |
Total deferred tax assets | 16,140,955 | 2,441,448 |
Deferred tax liabilities: | ||
Property and equipment | 8,922 | |
Total deferred tax liabilities | 8,922 | |
Net deferred tax assets | 16,132,033 | 2,441,448 |
Less valuation allowance | (16,132,033) | (2,441,448) |
Total deferred tax assets (liabilities) |
Note 10 - Income Taxes - Inco44
Note 10 - Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. federal statutory income tax | (34.00%) | (34.00%) |
State and local income tax, net of benefits | ||
Fair value of derivatives | (1.40%) | |
Release of valuation allowance in connection with merger | 5.99% | |
Tax rate changes and other | 37.85% | 0.69% |
Valuation allowance for deferred income tax assets | (2.44%) | 33.31% |
Effective income tax rate | (6.00%) | 0.00% |