Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Matinas BioPharma Holdings, Inc. | |
Entity Central Index Key | 1,582,554 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MTNB | |
Entity Common Stock, Shares Outstanding | 91,397,393 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 15,834,798 | $ 4,105,451 |
Restricted cash | 155,636 | 155,610 |
Prepaid expenses | 803,039 | 304,427 |
Total current assets | 16,793,473 | 4,565,488 |
Equipment - net | 344,158 | 356,143 |
In-process research and development | 3,017,377 | 3,017,377 |
Goodwill | 1,336,488 | 1,336,488 |
Other assets including long term security deposit | 540,145 | 540,845 |
TOTAL ASSETS | 22,031,641 | 9,816,341 |
CURRENT LIABILITIES | ||
Accounts payable | 1,247,487 | 475,602 |
Note payable | 47,218 | 118,046 |
Accrued expenses | 471,501 | 829,724 |
Unearned revenue | 164,656 | 0 |
Deferred rent liability | 11,744 | 11,485 |
Lease liability | 10,134 | 9,936 |
Total current liabilities | 1,952,740 | 1,444,793 |
LONG TERM LIABILITIES | ||
Deferred tax liability | 1,205,141 | 1,205,141 |
Lease liability - net of current portion | 13,837 | 16,446 |
TOTAL LIABILITIES | 3,171,718 | 2,666,380 |
Commitments | ||
STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, stated value $5.00 per share, 1,600,000 shares authorized at March 31, 2017 and December 31, 2016, 1,590,000 and 1,600,0000 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively (liquidation preference - $7,950,000 at March 31, 2017) | 6,048,310 | 6,086,350 |
Common stock par value $0.0001 per share, 250,000,000 shares authorized at March 31, 2017 and December 31, 2016; 90,985,192 issued and outstanding as of March 31, 2017; 58,159,495 issued and outstanding as of December 31, 2016 | 9,098 | 5,817 |
Additional paid in capital | 52,478,342 | 36,237,504 |
Accumulated deficit | (39,675,827) | (35,179,710) |
Total stockholders' equity | 18,859,923 | 7,149,961 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,031,641 | $ 9,816,341 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 5 | $ 5 |
Preferred Stock, Shares Authorized | 1,600,000 | 1,600,000 |
Preferred Stock, Shares Issued | 1,600,000 | 1,600,000 |
Preferred Stock, Shares Outstanding | 1,590,000 | 1,600,000 |
Preferred Stock, Liquidation Preference, Value | $ 7,950,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 90,985,192 | 58,159,495 |
Common Stock, Shares, Outstanding | 90,985,192 | 58,159,495 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Contract research revenue | $ 14,969 | $ 0 |
Costs and Expenses: | ||
Research and development | 2,384,218 | 921,711 |
General and administrative | 2,117,975 | 1,315,777 |
Total costs and expenses | 4,502,193 | 2,237,488 |
Loss from operations | (4,487,224) | (2,237,488) |
Other income/(expense), net | (8,893) | (7,122) |
Net loss | (4,496,117) | (2,244,610) |
Inducement charge from exercise of warrants | (16,741,356) | 0 |
Net loss attributable to common shareholders | $ (21,237,473) | $ (2,244,610) |
Net loss available for common shareholders per share - basic and diluted (in dollars per share) | $ (0.25) | $ (0.04) |
Weighted average common shares outstanding: | ||
Basic and diluted (in shares) | 84,595,597 | 57,287,955 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flow - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,496,117) | $ (2,244,610) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 11,986 | 12,891 |
Deferred rent | 259 | 993 |
Share based compensation expense | 1,371,734 | 392,694 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (498,612) | 93,780 |
Other assets | 673 | (53) |
Accounts payable | 771,885 | 122,722 |
Accrued expenses | (193,568) | 79,032 |
Net cash used in operating activities | (3,031,760) | (1,542,551) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 14,834,344 | 0 |
Payment of capital lease liability | (2,410) | (11,261) |
Payment of note payable | (70,827) | 0 |
Net cash provided by (used in) financing activities | 14,761,107 | (11,261) |
Net increase (decrease) in cash and cash equivalents | 11,729,347 | (1,553,812) |
Cash and cash equivalents at beginning of period | 4,105,451 | 3,226,997 |
Cash and cash equivalents at end of period | 15,834,798 | 1,673,185 |
Supplemental non-cash financing: | ||
Preferred Stock Conversion | 50,000 | 0 |
Additional-paid-in-capital for modification of warrants | $ 16,741,356 | $ 0 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Company Information And History [Abstract] | |
Nature of Operations [Text Block] | [1] Corporate History Matinas BioPharma Holdings Inc. (“Holdings”) is a Delaware corporation formed in 2013. Holdings is the parent company of Matinas BioPharma, Inc. (“BioPharma”), and Matinas BioPharma Nanotechnologies, Inc. (“Nanotechnologies,” formerly known as Aquarius Biotechnologies, Inc.), its operating subsidiaries (“Nanotechnologies”, and together with “Holdings” and “BioPharma”, “the Company” or “we” or “our” or “us”). The Company is a development stage biopharmaceutical company with a focus on identifying and developing novel pharmaceutical products. On January 29, 2015, we completed the acquisition of Nanotechnologies (the “2015 Merger”), a New Jersey-based, early-stage pharmaceutical company focused on the development of differentiated and orally delivered therapeutics based on a proprietary, lipid-based, drug delivery platform called “cochleate delivery technology.” Following the 2015 Merger, we are a clinical-stage biopharmaceutical company focused on identifying and developing safe and effective broad spectrum antifungal and anti-bacterial therapeutics for the treatment of serious and life-threatening infections, using our innovative lipid-crystal nano-encapsulation drug delivery platform. On September, 13, 2016, the Company completed the closing 8.0 1,600,000 5.00 6.9 Each Series A Preferred Share is convertible into ten shares of common stock based on the current conversion price. On January 13, 2017, the Company completed its tender offer to amend and exercise certain categories of existing warrants. Pursuant to the Offer to Amend and Exercise, an aggregate of 30,966,350 13.5 12.7 [2] Proprietary Products and Technology Portfolios We leveraged our platform cochleate delivery technology to develop two clinical-stage products that we believe have the potential to become best-in-class drugs. Our lead product candidate MAT2203 is an orally-administered cochleate formulation of a broad spectrum anti-fungal drug called amphotericin B. We are initially developing MAT2203 for the treatment of serious fungal infections as well as the prevention of invasive fungal infections (IFIs) due to immunosuppressive therapy. We are currently conducting two Phase 2 clinical trials involving MAT2203 and expect to report interim results from our open label NIH run Phase 2a clinical trial and topline results from our ongoing Phase 2 study of MAT2203 in Vulvovaginal Candidiasis in the first half of 2017. Our second clinical stage product candidate is MAT2501, an orally administered, encochleated formulation of the broad spectrum aminoglycoside antibiotic amikacin which may be used to treat different types of multidrug-resistant bacteria, including non-tuberculous mycobacterium infections (NTM), as well as various multidrug-resistant gram negative and intracellular bacterial infections. We recently completed and announced topline results from a Phase 1 single escalating dose clinical trial of MAT2501 in healthy volunteers in which no serious adverse events were reported and where oral administration of MAT2501 at all tested doses yielded blood levels that were well below the safety levels recommended for injected amikacin, supporting further development of MAT2501 for the treatment of NTM infections. |
Plan of Operations
Plan of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Plan Of Operations And Going Concern [Abstract] | |
Plan of Operations [Text Block] | NOTE B Plan of Operations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles. The Company has experienced net losses and negative cash flows from operations each period since its inception. Through March 31, 2017, the Company had an accumulated deficit of approximately $ 39.7 4.5 2.2 The Company has been engaged in developing a pipeline of product candidates since 2011. To date, the Company has not obtained regulatory approval for any of its product candidates nor generated any revenue from products and the Company expects to incur significant expenses to complete development of its product candidates. The Company may never be able to obtain regulatory approval for the marketing of any of its product candidates in any indication in the United States or internationally and there can be no assurance that the Company will generate revenues or ever achieve profitability. Assuming the Company obtains FDA approval for one or more of its product candidates, which the Company does not expect to receive until 2021 at the earliest, the Company expects that its expenses will continue to increase once the Company reaches commercial launch. The Company also expects that its research and development expenses will continue to increase as it moves forward with additional clinical studies for its current product candidates and developing additional product candidates. As a result, the Company expects to continue to incur substantial losses for the foreseeable future, and that these losses will be increasing. The Company will need to secure additional capital in order to fund its long term continuing operations. The Company can provide no assurances that such additional financing will be available to the Company on acceptable terms, or at all. On January 13, 2017, the Company completed its warrant tender offer, with gross cash proceeds 13.5 12.7 The Company anticipates that current cash on hand at March 31, 2017 would be sufficient to meet its operating obligations into June 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE C Summary of Significant Accounting Policies [1] Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma, and Nanotechnologies, the operational subsidiaries of Holdings. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. These interim unaudited financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2016, which are included in the Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, the interim unaudited financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016. [2] 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the assessment of the impairment of intangible assets, all acquired assets and liabilities, the valuation of Level 3 financial instruments and determination of stock-based compensation. [3] Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with original maturity of three months or less to be cash and cash equivalents to the extent the funds are not being held for investment purposes. [4] Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained principally at two major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. At all times throughout the three months ended March 31, 2017, the Company’s cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. [5] Equipment Equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the Company equipment ranges from three to ten years. Capitalized costs associated with leasehold improvements are amortized over the lesser of the useful life of the asset or the remaining life of the lease. [6] Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on an audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of March 31, 2017. [7] Stock-Based Compensation The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, “ Stock Based Compensation The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, “ Equity-Based Payments to Non-Employees The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model, and estimates the fair value of the restricted stock based upon the estimated fair value of the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. [8] Fair Value Measurements ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: • Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 - Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. • Level 3 - Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of cash, restricted cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. [9] Basic Net Loss per Common Share Basic earnings per common share is computed as net loss available for common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is the same as basic earnings per common share because the Company incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, preferred stock and warrants would have an antidilutive effect. The following schedule details the number of shares issuable upon the exercise of stock options, warrants and conversion of preferred stock, which have been excluded from the diluted loss per share calculation for the three months ended March 31, 2017 and 2016: 2017 2016 Stock options 10,326 8,281 Preferred Stock 15,900 Warrants 6,373 39,250 Total 32,599 47,531 Revenue Recognition The Company recognizes revenue from grants and contracts when the specified performance milestones are achieved. These milestones are analyzed and approved on a monthly basis. [11] Research and Development Research and development costs are charged to operations as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred, due to the uncertainty with respect to future cash flows resulting from the patents and our included as part of general and administrative expenses. [12] Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-04 “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In August 2016, the (FASB) issued 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In March and April 2016, the FASB issued ASU No. 2016-08 “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)” Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”, , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, In March 2016, the FASB issued ASU 2016-09 “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for sharebased payment award transactions. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. Pursuant to the adoption requirements for forfeitures, we now account for forfeitures as they occur rather than using an estimated forfeiture rate. The adoption of this standard effective January 1, 2017 did not have a material impact on our consolidated financial position or results of operation. In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The new standard will require most leases to be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018, which for us is the first quarter of 2019 and mandates a modified retrospective transition method. We do not intend to early adopt and are currently assessing the impact of this update, but preliminarily believe that its adoption will not have a material impact on our consolidated financial statements. [13] Goodwill and Other Intangible Assets Goodwill is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In the quarter ended March 31, 2017, we assessed goodwill impairment by performing a qualitative test for our reporting unit. During our qualitative review, we considered the Company’s cash position and our ability to obtain additional financing in the near term to meet our operational and strategic goals and substantiate the value of our business. Based on the results of our assessment, it was determined that it is more-likely-than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill for the quarter ended March 31, 2017. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in quarter ended March 31, 2017. Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. |
2017 Warrant Tender Offer
2017 Warrant Tender Offer | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Warrant Tender Offer [Text Block] | NOTE D 2017 Warrant Tender Offer On January 13, 2017, the Company completed its tender offer to amend and exercise certain categories of existing warrants. Pursuant to the Offer to Amend and Exercise, an aggregate of 30,966,350 15.5 3,750,000 754,000 7,243,750 500,000 14,750,831 722,925 2.00 721,987 1,426,687 1.00 1,424,812 1,818,157 0.75 1,774,017 13.5 12.7 58,159,495 40,255,234 29,666,782 87,826,277 9,288,884 90,985,192 6,373,283 The Company considers the warrant amendment to be of an equity nature as the amendment allowed the warrant holder to exercise a warrant and receive a common share which represents an equity for equity exchange. Therefore, the change in the fair value before and after the modification of approximately $ 16.7 The Company retained Aegis Capital Corp. (“Aegis Capital”) to act as its Warrant Agent for the Offer to Amend and Exercise pursuant to a Warrant Agent Agreement. Aegis Capital received a fee equal to 5 35,000 |
Equipment
Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE E Equipment March 31, December 31, 2017 2016 Lab equipment $ 438 438 Furniture and fixtures 20 20 Equipment under capital lease 31 31 Leasehold improvements 7 7 Total 496 496 Less: accumulated depreciation and amortization 152 140 Equipment, net $ 344 $ 356 On February 12, 2016, the Company entered in a new 36 504 |
Stock Holders Equity
Stock Holders Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE F Stock Holders Equity Preferred Stock In accordance with the Certificate of Incorporation, there are 10,000,000 0.001 . 1,600,000 As of March 31, 2017, the Company had 1,590,000 Conversion: Each Series A Preferred Share is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the number of Series A Preferred Shares to be converted, multiplied by the stated value of $5.00 (the “Stated Value”), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price will be $0.50, subject to adjustment in the event of stock splits, stock dividends, and fundamental transactions). each share of Beneficial Conversion Feature- Series A Preferred Stock (deemed dividend): Each share of Series A Preferred Stock is convertible into shares of common stock, at any time at the option of the holder at a conversion price of $ 0.50 0.67 0.70 1.00 Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature exists, as the effective conversion price for the Series A preferred shares at issuance was less than the fair value of the common stock into which the preferred shares are convertible. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series A was approximately $ 4.4 100 Liquidity Value and Dividends: Pursuant to the Certificate of Designations, the Series A Preferred Shares accrue dividends at a rate of 8.0 320,000 Royalty: The Series A Preferred Shares include the right, as a group, to receive: (i) 4.5 7.5 Classification: These Series A Preferred Shares are classified within permanent equity on the Company’s condensed consolidated balance sheet as they do not meet the criteria that would require presentation outside of permanent equity under ASC 480 Distinguishing Liabilities from Equity Warrants As of March 31, 2017, the Company had outstanding warrants to purchase an aggregate of 6,373,283 0.50 2.00 The Warrants were exercisable immediately upon issuance and have a five-year term. The Warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration of the Warrants. No fractional shares will be issued upon the exercise of the Warrants. The exercise price and the number of warrant shares purchasable upon the exercise of the Investor Warrants (as opposed to Placement Agent Warrants) are subject to adjustment upon the occurrence of certain events, which include stock dividends, stock splits, combinations and reclassifications of the Company capital stock or similar “organic changes” to the equity structure of the Company (see Warrant table below). Accordingly, pursuant to ASC 815, the warrants are classified as equity. 5.00 3.00 A summary of equity warrants outstanding as of March 31, 2017 is presented below, all of which are fully vested. Shares Total Warrants Outstanding at December 31, 2016 40,255 Warrants tendered on January 13, 2017 (30,966) Warrants exercised first quarter, 2017 outside of tender offer (2,916) Total Warrants Outstanding at March 31, 2017 6,373 After the effect of certain cash and cashless exercises of warrants, the Company received net cash proceeds of $ 12.7 2.1 14.8 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE G Stock Based Compensation In August 2013, the Company adopted the 2013 Equity Compensation Plan (the “Plan”), which provides for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. Options under the Plan may be granted at prices not less than 100% of the fair value of the shares on the date of grant as determined by the Board Committee. The Board Committee determines the period over which the options become exercisable subject to certain restrictions as defined in the Plan, with the current outstanding options generally vesting over three years. The term of the options is no longer than ten years. The Company currently has available 14,155,292 With the approval of the Board of Directors and majority Shareholders, effective May 8, 2014, the Plan was amended and restated. The amendment provides for an automatic increase in the number of shares of common stock available for issuance under the Plan each January (with Board approval), commencing January 1, 2015 4 Quarter Ended March 31, 2017 2016 Research and Development $ 435 $ 131 General and Administrative 937 262 Total $ 1,372 $ 393 Reserved Awards for Awards Available Issuance Issued for Grant 2013 Equity Compensation Plan 14,155 11,645 * 2,510 * includes both stock grants and option grants Weighted Number of average Options Exercise Price Outstanding at December 31, 2016 8,290 $ 0.93 Granted 2,036 3.32 Outstanding at March 31, 2017 10,326 $ 1.34 As of March 31, 2017, the number of vested shares underlying outstanding options was 6,930,209 2.61 15.9 2.77 5.8 0.9 All options expire ten years from date of grant. Except for options granted to consultants, all remaining options vest entirely and evenly over three years. A portion of options granted to consultants vests over four years, with the remaining vesting being based upon the achievement of certain performance milestones, which are tied to either financing or drug development initiatives. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period defined pursuant to the terms of the consulting agreement may be different. Stock options issued to consultants are revalued quarterly until fully vested, with any change in fair value expensed. For the Three months Ended March 31, 2017 2016 Volatility 75.03 % - 82.26 % 87.24% - 89.15 % Risk-free interest rate 1.93 % - 2.22 % 1.22% - 1.37 % Dividend yield 0.0 % 0.0 % Expected life 6.0 years 6.0 years The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimated expected term of share option grants. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company has limited history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the Company share-based compensation. The Company estimates the forfeiture rate at the time of grant and revisions, if necessary, were estimated based on management’s expectation through industry knowledge and historical data. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE H COMMITMENTS On November 1, 2013, the Company entered into a 7 12,723 14,200 On December 15, 2016, the Company entered into a 10 June 1, 2017 43,000 64,000 The Company records rent expense on a straight-line basis. Rent expense for the three months ended March 31, 2017 and 2016 was $ 103,000 62,000 Listed below is a summary of future minimum rental payments (including the remainder of 2017) as of March 31, 2017: Year Ending December 31, Lease Commitments Remainder of 2017 $ 292 2018 686 2019 711 2020 735 2021 675 Total future minimum lease payments $ 3,099 The Company was obligated to provide a security deposit of $ 300,000 This deposit was reduced by $100,000 in 2016 and 2015 and can be reduced down to $50,000 in 2017, as long as the Company makes timely rental payments. To obtain the laboratory and facility site located in Bridgewater, New Jersey, the Company was obligated to provide a security deposit of $ 586,000 This security deposit can be reduced $100,000 on each of the first three anniversaries of the rent commencement date. On the fourth anniversary, it can be reduced another $86,000, with the balance over the remaining life of the lease. On February 18, 2016 the Company entered into a Cooperative Research and Development Agreement (CRADA) with the National Institute of Allergy and Infectious Diseases to support NIH investigators in the conduct of clinical research to investigate the safety, efficacy, and pharmacokinetics of encochleated drug products in patients with fungal, bacterial, or viral infections at an annual funding of $ 200,000 In July 2016, the Company entered into a Finance Agreement in the amount of $ 262,324 10 May 30, 2017 3.25 23,962 On November 10, 2016 the Company entered into a Cooperative Research and Development Agreement (CRADA) with the National Institute of Allergy and Infectious Diseases to support NIH investigators to acquire technical, statistical and administrative support for research activities as well as to pay for supplies and travel expenses for a total amount of $ 132,568 Through the 2015 Merger, we acquired a license from Rutgers University, anotechnologies 100,000 10,000 50,000 On September 12, 2016 the Company conducted a final closing of a private placement offering to accredited investors shares of the Company’s Series A Preferred Stock. As part of this offer, the investors received royalty payment rights if and when the Company generates sales of MAT2203 or MAT2501. 35 The Company also has employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control, termination without cause or retirement, occur. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE I Subsequent Events On April 3, 2017, the Company filed a shelf registration statement on Form S-3 may offer from time to time pursuant to the shelf registration statement 150.0 On April 28, 2017, the Company entered into a Controlled Equity Offering SM 30.0 .. Cantor Fitzgerald will be acting as sales agent and be paid a 3% commission on each sale. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | [1] Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Holdings and its wholly owned subsidiaries, BioPharma, and Nanotechnologies, the operational subsidiaries of Holdings. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. These interim unaudited financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2016, which are included in the Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, the interim unaudited financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016. |
Use of Estimates, Policy [Policy Text Block] | [2] 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the assessment of the impairment of intangible assets, all acquired assets and liabilities, the valuation of Level 3 financial instruments and determination of stock-based compensation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | [3] Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with original maturity of three months or less to be cash and cash equivalents to the extent the funds are not being held for investment purposes. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | [4] Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained principally at two major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. At all times throughout the three months ended March 31, 2017, the Company’s cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. |
Property, Plant and Equipment, Policy [Policy Text Block] | [5] Equipment Equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the Company equipment ranges from three to ten years. Capitalized costs associated with leasehold improvements are amortized over the lesser of the useful life of the asset or the remaining life of the lease. |
Income Tax, Policy [Policy Text Block] | [6] Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on an audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of March 31, 2017. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | [7] Stock-Based Compensation The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, “ Stock Based Compensation The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, “ Equity-Based Payments to Non-Employees The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model, and estimates the fair value of the restricted stock based upon the estimated fair value of the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. |
Fair Value Measurement, Policy [Policy Text Block] | [8] Fair Value Measurements ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: • Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 - Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. • Level 3 - Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The carrying amounts of cash, restricted cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. |
Earnings Per Share, Policy [Policy Text Block] | [9] Basic Net Loss per Common Share Basic earnings per common share is computed as net loss available for common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is the same as basic earnings per common share because the Company incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, preferred stock and warrants would have an antidilutive effect. The following schedule details the number of shares issuable upon the exercise of stock options, warrants and conversion of preferred stock, which have been excluded from the diluted loss per share calculation for the three months ended March 31, 2017 and 2016: 2017 2016 Stock options 10,326 8,281 Preferred Stock 15,900 Warrants 6,373 39,250 Total 32,599 47,531 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue from grants and contracts when the specified performance milestones are achieved. These milestones are analyzed and approved on a monthly basis. |
Research and Development Expense, Policy [Policy Text Block] | [11] Research and Development Research and development costs are charged to operations as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred, due to the uncertainty with respect to future cash flows resulting from the patents and our included as part of general and administrative expenses. |
New Accounting Pronouncements, Policy [Policy Text Block] | [12] Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-04 “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In August 2016, the (FASB) issued 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In March and April 2016, the FASB issued ASU No. 2016-08 “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)” Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”, , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, In March 2016, the FASB issued ASU 2016-09 “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for sharebased payment award transactions. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. Pursuant to the adoption requirements for forfeitures, we now account for forfeitures as they occur rather than using an estimated forfeiture rate. The adoption of this standard effective January 1, 2017 did not have a material impact on our consolidated financial position or results of operation. In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The new standard will require most leases to be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018, which for us is the first quarter of 2019 and mandates a modified retrospective transition method. We do not intend to early adopt and are currently assessing the impact of this update, but preliminarily believe that its adoption will not have a material impact on our consolidated financial statements. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | [13] Goodwill and Other Intangible Assets Goodwill is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In the quarter ended March 31, 2017, we assessed goodwill impairment by performing a qualitative test for our reporting unit. During our qualitative review, we considered the Company’s cash position and our ability to obtain additional financing in the near term to meet our operational and strategic goals and substantiate the value of our business. Based on the results of our assessment, it was determined that it is more-likely-than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill for the quarter ended March 31, 2017. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in quarter ended March 31, 2017. |
Convertible Preferred Stock Beneficial Conversion Feature [Policy Text Block] | Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2017 2016 Stock options 10,326 8,281 Preferred Stock 15,900 Warrants 6,373 39,250 Total 32,599 47,531 |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets, summarized by major category, consist of the following ($ in thousands) for the three months ended March 31, 2017 and year ended December 31, 2016: March 31, December 31, 2017 2016 Lab equipment $ 438 438 Furniture and fixtures 20 20 Equipment under capital lease 31 31 Leasehold improvements 7 7 Total 496 496 Less: accumulated depreciation and amortization 152 140 Equipment, net $ 344 $ 356 |
Stock Holders Equity (Tables)
Stock Holders Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | A summary of equity warrants outstanding as of March 31, 2017 is presented below, all of which are fully vested. Shares Total Warrants Outstanding at December 31, 2016 40,255 Warrants tendered on January 13, 2017 (30,966) Warrants exercised first quarter, 2017 outside of tender offer (2,916) Total Warrants Outstanding at March 31, 2017 6,373 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The Company recognized stock-based compensation expense (options, and restricted share grants) in its condensed consolidated statements of operations as follows ($ in thousands): Quarter Ended March 31, 2017 2016 Research and Development $ 435 $ 131 General and Administrative 937 262 Total $ 1,372 $ 393 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table contains information about the Company’s stock plan at March 31, 2017: Reserved Awards for Awards Available Issuance Issued for Grant 2013 Equity Compensation Plan 14,155 11,645 * 2,510 * includes both stock grants and option grants |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the Company’ stock option activity and related information for the period from December 31, 2016 to March 31, 2017 (number of options in thousands): Weighted Number of average Options Exercise Price Outstanding at December 31, 2016 8,290 $ 0.93 Granted 2,036 3.32 Outstanding at March 31, 2017 10,326 $ 1.34 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following weighted-average assumptions were used to calculate share based compensation: For the Three months Ended March 31, 2017 2016 Volatility 75.03 % - 82.26 % 87.24% - 89.15 % Risk-free interest rate 1.93 % - 2.22 % 1.22% - 1.37 % Dividend yield 0.0 % 0.0 % Expected life 6.0 years 6.0 years |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Listed below is a summary of future minimum rental payments (including the remainder of 2017) as of March 31, 2017: Year Ending December 31, Lease Commitments Remainder of 2017 $ 292 2018 686 2019 711 2020 735 2021 675 Total future minimum lease payments $ 3,099 |
Nature of Business (Details Tex
Nature of Business (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jan. 13, 2017 | Sep. 13, 2016 | Mar. 31, 2017 |
Company Information And History [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,966,350 | 6,373,283 | |
Proceeds from Issuance of Warrants | $ 13.5 | ||
Estimated Net Proceeds from Issuance of Warrants | $ 12.7 | ||
Number of Common Stock Issued For Per Preferred Stock | 10 | ||
Series A Preferred Stock [Member] | |||
Company Information And History [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,600,000 | ||
Proceeds from Issuance of Private Placement | $ 6.9 | ||
Stock Issued During Period, Value, Issued for Services | $ 8 | ||
Share Price | $ 5 |
Plan of Operations (Details Tex
Plan of Operations (Details Textual) - USD ($) | Jan. 13, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Going Concern And Plan Of Operation [Line Items] | ||||
Deficit accumulated during development stage | $ (39,675,827) | $ (35,179,710) | ||
Net loss | $ (4,496,117) | $ (2,244,610) | ||
Proceeds from Issuance of Warrants | $ 13,500,000 | |||
Estimated Net Proceeds from Issuance of Warrants | $ 12,700,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 32,599 | 47,531 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,326 | 8,281 |
Preferred Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,900 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,373 | 39,250 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended |
Mar. 31, 2017 | |
Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
2017 Warrant Tender Offer (Deta
2017 Warrant Tender Offer (Details Textual) - USD ($) | Jan. 13, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Fee on Warrant Exercise, Percentage | 5.00% | |||
Non- Accountable Expenses | $ 35,000 | |||
Class of Warrant or Right, Outstanding | 9,288,884 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,966,350 | 6,373,283 | ||
Proceeds from Warrant Exercises | $ 12,700,000 | $ 14,834,344 | $ 0 | |
Warrants and Rights Outstanding | $ 15,500,000 | |||
Common Stock, Shares, Outstanding | 87,310,154 | 90,985,192 | 58,159,495 | |
Proceeds from Issuance of Warrants | $ 13,500,000 | |||
Warrant [Member] | ||||
Conversion of Stock, Shares Converted | 29,666,782 | |||
Common Stock [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 40,255,234 | |||
Formation Warrants [Member] | ||||
Class of Warrant or Right, Outstanding | 3,750,000 | |||
Merger Warrants [Member] | ||||
Class of Warrant or Right, Outstanding | 754,000 | |||
Two Thousand Thirteen Investor Warrants [Member] | ||||
Class of Warrant or Right, Outstanding | 7,243,750 | |||
Private Placement Warrants [Member] | ||||
Class of Warrant or Right, Outstanding | 500,000 | |||
Two Thousand Fifteen Investor Warrants [Member] | ||||
Class of Warrant or Right, Outstanding | 14,750,831 | |||
Warrants One [Member] | ||||
Class of Warrant or Right, Outstanding | 722,925 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2 | |||
Class Of Warrants Or Right Cashless Exercises Of Warrants | 721,987 | |||
Warrants Two [Member] | ||||
Class of Warrant or Right, Outstanding | 1,426,687 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1 | |||
Class Of Warrants Or Right Cashless Exercises Of Warrants | 1,424,812 | |||
Warrants Three [Member] | ||||
Class of Warrant or Right, Outstanding | 1,818,157 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 0.75 | |||
Class Of Warrants Or Right Cashless Exercises Of Warrants | 1,774,017 | |||
Deemed Dividend [Member] | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 16,700,000 |
Equipment (Details)
Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 496,000 | $ 496,000 |
Less: accumulated depreciation and amortization | 152,000 | 140,000 |
Equipment, net | 344,158 | 356,143 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 438,000 | 438,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 20,000 | 20,000 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 31,000 | 31,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,000 | $ 7,000 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | Feb. 12, 2016 | Mar. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Capitalized Leasing Term | 36 months | |
Interest Expense, Lessee, Assets under Capital Lease | $ 504 | |
Description of Lessee Leasing Arrangements, Capital Leases | The payments under the lease are accounted for as interest and payments under capital lease using 3 year amortization |
Stock Holders Equity (Details)
Stock Holders Equity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2017shares | |
Stock Holders Equity [Line Items] | |
Total Warrants Outstanding at December 31, 2016 | 40,255 |
Warrants tendered on January 13, 2017 | (30,966) |
Warrants exercised first quarter, 2017 outside of tender offer | (2,916) |
Total Warrants Outstanding at March 31, 2017 | 6,373 |
Stock Holders Equity (Details T
Stock Holders Equity (Details Textual) - USD ($) | Jan. 13, 2017 | Jul. 26, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Sep. 12, 2016 | Aug. 16, 2016 | Jul. 29, 2016 |
Stock Holders Equity [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 1,600,000 | 1,600,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 5 | $ 5 | ||||||
Class of Warrant or Right, Outstanding | 9,288,884 | |||||||
Issuance Of Warrants Description | The Company may call the Warrants, other than the Placement Agent Warrants, at any time the common stock trades above $5.00 ( for warrants issued in 2013) or above $ 3.00 (for warrants issued in 2015) for twenty (20) consecutive days following the effectiveness of the registration statement covering the resale of the shares of common stock underlying | |||||||
Conversion of Stock, Amount Converted | $ 50,000 | $ 0 | ||||||
Undeclared Dividend | $ 320,000 | |||||||
Sale of Stock, Price Per Share | $ 1 | $ 0.70 | $ 0.67 | |||||
Preferred Stock, Shares Outstanding | 1,590,000 | 1,600,000 | ||||||
Proceeds from Warrant Exercises | $ 12,700,000 | $ 14,834,344 | $ 0 | |||||
Tendered Warrants [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Proceeds from Warrant Exercises | 12,700,000 | |||||||
Outside Tendered Warrants [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Proceeds from Warrant Exercises | $ 2,100,000 | |||||||
Preferred Stock [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||
Warrant [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 6,373,283 | |||||||
Placement Agent [Member] | Investor Warrants Thirteen Million [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||
Placement Agent [Member] | Investor Warrants Twenty Million [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 3 | |||||||
Maximum [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||||
Maximum [Member] | Sales Revenue, Net [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Preferred Stock, Dividend Rate, Percentage | 4.50% | |||||||
Maximum [Member] | Warrant [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2 | |||||||
Minimum [Member] | Warrant [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.50 | |||||||
Series A Preferred Stock [Member] | ||||||||
Stock Holders Equity [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 1,600,000 | |||||||
Preferred Stock Conversion Price Per Share | $ 0.50 | |||||||
Preferred Stock, Conversion Basis | A Preferred Shares to be converted, multiplied by the stated value of $5.00 (the Stated Value), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price will be $0.50, subject to adjustment in the event of stock splits, stock dividends, and fundamental transactions). | |||||||
Preferred Stock Convertible Percentage | 100.00% | |||||||
Conversion of Stock, Amount Converted | $ 4,400,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||||
Preferred Stock, Shares Outstanding | 1,590,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $ 1,372 | $ 393 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 435 | 131 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $ 937 | $ 262 |
Stock Based Compensation (Det31
Stock Based Compensation (Details 1) - 2013 Equity Compensation Plan [Member] | 3 Months Ended | |
Mar. 31, 2017shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards Reserved for Issuance | 14,155 | |
Awards Issued | 11,645 | [1] |
Awards Available for Grant | 2,510 | |
[1] | includes both stock grants and option grants |
Stock Based Compensation (Det32
Stock Based Compensation (Details 2) - Employee Stock Option [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at Beginning | shares | 8,290 |
Number of Options, Granted | shares | 2,036 |
Number of Options, Outstanding at Ending | shares | 10,326 |
Weighted average Excercise Price, Outstanding at Beginning (in dollars per share) | $ / shares | $ 0.93 |
Weighted average Excercise Price, Granted (in dollars per share) | $ / shares | 3.32 |
Weighted average Excercise Price, Outstanding at Ending (in dollars per share) | $ / shares | $ 1.34 |
Stock Based Compensation (Det33
Stock Based Compensation (Details 3) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 1.93% | 1.22% | |
Risk-free interest rate, Maximum | 2.22% | 1.37% | |
Dividend yield | 0.00% | 0.00% | |
Expected life | 6 years | 6 years | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 82.26% | 89.15% | |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 75.03% | 87.24% |
Stock Based Compensation (Det34
Stock Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | May 08, 2014 | Mar. 31, 2017 | Aug. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 14,155,292 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 4.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award Increase of Shares Offering Date | January 1, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | granted at prices not less than 100% of the fair value | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 10 months 24 days | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 6,930,209 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 2.61 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 15.9 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 2.77 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 5.8 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 31, 2017USD ($) |
Future Lease Rental Payment [Line Items] | |
Remainder of 2017 | $ 292 |
2,018 | 686 |
2,019 | 711 |
2,020 | 735 |
2,021 | 675 |
Total future minimum lease payments | $ 3,099 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - USD ($) | Dec. 15, 2016 | Sep. 12, 2016 | Jul. 31, 2016 | Jun. 30, 2014 | Nov. 01, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Nov. 10, 2016 | Feb. 18, 2016 |
Commitments and Officer Loans [Line Items] | |||||||||
Increase Decrease In Lease Rental Expense | $ 64,000 | $ 14,200 | |||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 10 years | 7 years | |||||||
Operating Leases, Rent Expense, Net, Total | $ 43,000 | $ 12,723 | $ 103,000 | $ 62,000 | |||||
Revenue Recognition, Milestone Fee On Achieving Sales Threshold | 100,000 | ||||||||
Lease Expiration Date | Jun. 1, 2017 | ||||||||
Finance Agreement [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 262,324 | ||||||||
Debt Instrument, Maturity Date | May 30, 2017 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 23,962 | ||||||||
Debt Instrument, Term | 10 months | ||||||||
Series A Preferred Stock [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
Accrued Royalties | $ 35,000,000 | ||||||||
Preferred Stock Profit Sharing Agreement Terms | to (i) 4.5% of Net Sales (as defined in the Certificate of Designations), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Certificate of Designations), subject in all cases to a cap of $10 million per calendar year. | ||||||||
Research and Development Agreement [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
Other Commitment | $ 132,568 | $ 200,000 | |||||||
office lease [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
Security Deposit | $ 300,000 | ||||||||
Security Deposits Reduced By Straight Line Basis Description | This deposit was reduced by $100,000 in 2016 and 2015 and can be reduced down to $50,000 in 2017, as long as the Company makes timely rental payments. | ||||||||
laboratory and facility [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
Security Deposit | $ 586,000 | ||||||||
Security Deposits Reduced By Straight Line Basis Description | This security deposit can be reduced $100,000 on each of the first three anniversaries of the rent commencement date. On the fourth anniversary, it can be reduced another $86,000, with the balance over the remaining life of the lease. | ||||||||
Minimum [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
License Costs | $ 10,000 | ||||||||
Maximum [Member] | |||||||||
Commitments and Officer Loans [Line Items] | |||||||||
License Costs | $ 50,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) $ in Millions | 1 Months Ended | |
Apr. 28, 2017 | Apr. 03, 2017 | |
Subsequent Event [Line Items] | ||
Commission on Sale, Percentage | 3.00% | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance Initial Public Offering | $ 150 | |
Controlled Equity OfferingSM Sales Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance Initial Public Offering | $ 30 |