Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Pulse Biosciences, Inc. | |
Entity Filer Category | Smaller Reporting Company | |
Entity Central Index Key | 1,625,101 | |
Trading Symbol | plse | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 14,175,299 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,751 | $ 2,089 |
Investments | 16,109 | 14,306 |
Prepaid expenses and other current assets | 253 | 268 |
Total current assets | 19,113 | 16,663 |
Equipment, net of accumulated depreciation | 293 | 317 |
Intangible assets, net of accumulated amortization | 6,377 | 6,543 |
Goodwill | 2,791 | 2,791 |
Total assets | 28,574 | 26,314 |
Current liabilities: | ||
Accounts payable | 782 | 265 |
Accrued expenses | 460 | 751 |
Total current liabilities | 1,242 | 1,016 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; authorized - 5,000 shares; issued and outstanding - none | ||
Common stock, $0.001 par value: authorized – 45,000 shares; issued and outstanding – 14,175 shares and 13,315 shares at March 31, 2017 and December 31, 2016, respectively | 14 | 13 |
Additional paid-in-capital | 43,131 | 37,898 |
Accumulated other comprehensive loss | (9) | (7) |
Accumulated deficit | (15,804) | (12,606) |
Total stockholders' equity | 27,332 | 25,298 |
Total liabilities and stockholders' equity | $ 28,574 | $ 26,314 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 14,175,000 | 13,315,000 |
Common stock, shares outstanding | 14,175,000 | 13,315,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements Of Operations And Comprehensive Loss [Abstract] | ||
Revenue | ||
Operating expenses: | ||
General and administrative | 1,220 | 528 |
Research and development | 1,851 | 990 |
Amortization of intangible assets | 166 | 166 |
Total operating expenses | 3,237 | 1,684 |
Other income: | ||
Interest income | 39 | |
Total other income | 39 | |
Loss from operations, before income taxes | (3,198) | (1,684) |
Income tax | ||
Net loss | (3,198) | (1,684) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale securities, net of tax | (2) | |
Comprehensive loss | $ (3,200) | $ (1,684) |
Net loss per share: | ||
Basic and diluted net loss per share | $ (0.23) | $ (0.22) |
Weighted average shares used to compute net loss per common share - basic and diluted | 13,803 | 7,565 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (3,198) | $ (1,684) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of equipment | 24 | 22 |
Amortization of intangible assets | 166 | 166 |
Stock-based compensation | 263 | 193 |
Net premium amortization on investments | 5 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 15 | (3) |
Deferred offering costs | (146) | |
Accounts payable | 517 | 34 |
Accrued expenses | (291) | (44) |
Net cash used in operating activities | (2,499) | (1,462) |
Cash flows from investing activities: | ||
Purchase of equipment | (39) | |
Purchase of investments | (7,610) | |
Maturities of investments | 5,800 | |
Net cash used in investing activities | (1,810) | (39) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock from private offering, net of issuance costs | 4,965 | |
Proceeds from exercises of stock options | 6 | |
Net cash provided by financing activities | 4,971 | |
Net increase (decrease) in cash | 662 | (1,501) |
Cash and cash equivalents at beginning of period | 2,089 | 3,606 |
Cash and cash equivalents at end of period | $ 2,751 | $ 2,105 |
Description Of The Business
Description Of The Business | 3 Months Ended |
Mar. 31, 2017 | |
Description Of The Business [Abstract] | |
Description Of The Business | 1. Description of the Business Pulse Biosciences, Inc., incorporated in Nevada on May 19, 2014 , is a clinical-stage medical technologies company developing commercial clinical applications for its proprietary Nano-Pulse Stimulation (“NPS”) technology. NPS is a novel patented technology which leverages nano-second duration energy pulses that have demonstrated effective local tumor control and the initiation of an adaptive immune response in pre-clinical studies. The Company is pursuing a number of potential clinical applications for NPS, including oncology, dermatology, aesthetics and other minimally invasive applications where NPS is believed to provide greater benefits compared to current therapies and treatments. The Company’s corporate office and research facility are located in Burlingame, California. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and will need to raise additional capital to finance its operations. However, there can be no assurances that the Company will be able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its operating requirements. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) have been prepared on a consistent basis with the Company’s December 31, 2016 audited Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Financial Statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission and, as permitted by such rules and regulations, omit certain information and footnote disclosures necessary to present the financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The condensed consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for completed financial statements. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, filed on March 20, 2017 . The results of operations for the three-month period ended March 31, 2017 are not necessarily indicative of the results to be expected for the entire year or any future periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes to the Financial Statements. Estimates include, but are not limited to, the valuation of cash equivalents and investments, the valuation and recognition of share-based compensation, the useful lives assigned to long-lived assets and the computation provisions for income taxes. Actual results could differ materially from these estimates. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three-month period ended March 31, 2017, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Pulse and its wholly-owned subsidiaries. Intercompany balances and transactions, if any, have been eliminated in consolidation. Net Loss per Share The Company’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock and common stock warrants are considered common stock equivalents. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net loss per share. Basic and diluted net loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. The following outstanding stock options and warrants to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three-Month Periods Ended March 31, 2017 2016 Common stock warrants 817,112 299,625 Common stock options 1,283,590 954,090 Total 2,100,702 1,253,715 Recent Accounting Pronouncements Recently Adopted Accounting Standards During March 2016, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) No. 2016-09, Improvements to Employee Share-based Payment Accounting . This ASU simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement. The Company adopted this ASU as of January 1, 2017. The adoption of this ASU did not have a significant impact on the Company’s financial position. Recently Issued Accounting Standard s During May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued an update to defer the effective date of this update by one year. This updated standard becomes effective for the Company in the first quarter of fiscal year 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued updates to this guidance to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued guidance to clarify aspects related to identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued guidance to clarify the implementation on narrow scope improvements and practical expedients. The Company is currently evaluating the impact of adopting these standards. During February 2016, the FASB issued ASU No. 2016-02, Leases , which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. This ASU becomes effective for the Company in the first quarter of fiscal year 2019 and early adoption is permitted. This ASU is required to be applied with a modified retrospective approach and requires application of the new standard at the beginning of the earliest comparative period presented. The Company generally does not finance purchases of equipment or other capital, but does lease its facilities. While the Company is continuing to assess all potential impacts of this standard, it expects that most of its lease commitments will be subject to the updated standard and recognized as lease liabilities and right-of-use assets upon adoption. During June 2016, the FASB issued ASU 2016-13, Financial Instruments — Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of adopting this standard. During January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment , which simplifies the accounting for goodwill impairment. This ASU removes Step 2 of the goodwill impairment test, which requires hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance also requires disclosure of the amount of goodwill at reporting units with zero or negative carrying amounts. ASU 2017-04 is effective for the Company beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of adopting such standard. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Instruments | 3. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Level 1 - Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2 - Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3 - Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non- exchange -based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company classifies its Level 2 instruments based on market pricing and other observable inputs. The Company did not classify any of its investments within Level 3 of the fair value hierarchy. The following table sets forth the fair value of the Company’s financial assets measured on a recurring basis as of March 31, 2017 and December 31, 2016, respectively (in thousands): March 31, 2017 December 31, 2016 Assets Classification Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Money market funds Cash and cash equivalents $ 1,937 $ — $ — $ 1,937 $ 1,726 $ — $ — $ 1,726 Corporate bonds Cash and cash equivalents — 500 — 500 — — — — Corporate bonds Investments — 14,590 — 14,590 — 13,289 — 13,289 Asset-backed security Investments — 1,519 — 1,519 — 1,017 — 1,017 Total assets measured at fair value $ 1,937 $ 16,609 $ — $ 18,546 $ 1,726 $ 14,306 $ — $ 16,032 The Company did not have any financial liabilities measured on a recurring basis as of March 31, 2017 or December 31, 2016. During the three-month period ended March 31, 2017, there were no transfers between Level 1, Level 2 or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. |
Equipment
Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Equipment [Abstract] | |
Equipment | 4 . Equipment Equipment consisted of the following (in thousands): March 31, December 31, 2017 2016 Laboratory equipment $ 425 $ 425 Software 20 20 Furniture, fixtures, and equipment 17 17 462 462 Less: Accumulated depreciation (169) (145) $ 293 $ 317 Depreciation expense was $ 24,000 an d $22,000 for the three-month periods ended March 31 , 201 7 and 201 6 , respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5 . Intangible Assets Intangible assets consisted of the following (in thousands): March 31, December 31, 2017 2016 Acquired patents and licenses $ 7,985 $ 7,985 Less: Accumulated amortization (1,608) (1,442) $ 6,377 $ 6,543 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 6 . Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2017 2016 Professional fees $ 155 $ 285 Compensation expense 223 261 Other 82 205 $ 460 $ 751 |
Stockholders' Equity And Stock-
Stockholders' Equity And Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity And Stock-Based Compensation [Abstract] | |
Stockholders' Equity And Stock-Based Compensation | 7 . Stockholders’ Equity and Stock-Based Compensation Private Placement On February 7, 2017, the Company entered into a securities purchase agreement with Robert W. Duggan and Maky Zanganeh (the “Investors”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 819,673 shares of the Company’s common stock, par value $0.001 per share, at a price per share of $6.10 (the “Shares”), for net proceeds of approximately $4,965,000 (the “Private Placement”). In connection with the Private Placement, the Company granted certain registration rights to the Investors, pursuant to which, among other things, the Company is obligated to prepare and file with the Securities and Exchange Commission a registration statement to register for resale the Shares on or prior to July 31, 2017. Equity Plans As of March 31, 2017 , the Company had one active equity compensation plan, the 2015 Stock Incentive Plan (the “2015 Plan”). The following table summarizes stock option activity for the 2015 Plan for the three -month period ended March 31 , 201 7 (in thousands, except per share amounts): Stock Options Outstanding Weighted Weighted average Number average remaining life of shares exercise price (in years) Balances — December 31, 2016 1,229 $ 3.82 7.6 Options granted 58 8.60 Options exercised (4) 4.00 Options canceled — — Options expired — — Balances — March 31, 2017 1,283 $ 4.03 7.5 Exercisable 419 Stock-based Compensation Total stock-based compensation expense consisted of the following (in thousands): Three-Month Periods Ended March 31, 2017 2016 General and administrative $ 204 $ 148 Research and development 59 45 Total stock-based compensation expense $ 263 $ 193 The Company estimated the fair value of employee stock options on the grant date using the Black-Scholes option pricing model . The estimated fair value of employee stock options is amortized on a straight-line basis over the requisite service period of the awards. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. Due to the limited trading history of the Company’s common stock, the Company utilizes a portfolio of comparable companies to estimate volatility. The fair value of employee stock options was estimated using the following weighted average assumptions: Three-Month Periods Ended March 31, 2017 2016 Expected term in years 5.8 - 6.1 6.1 Expected volatility 80% 80% Risk-free interest rate 2.0 - 2.1% 1.50% Dividend yield — — The Company granted stock options to a non-employee during the three - month period ended March 31, 2017. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to nonemployees. The measurement of stock-based compensation for nonemployees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. The fair value of a nonemployee stock option during the three-month period ended March 31, 2017 was estimated using the following weighted average assumptions: expected term: 9.9 years; expected volatility: 80% ; risk-free interest rate: 2.4% ; and dividend yield: none . |
Research Grants And Agreements
Research Grants And Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Research Grants And Agreements [Abstract] | |
Research Grants And Agreements | 8 . Research Grants and Agreements Sponsored Research Agreement The Company entered into a Sponsored Research Agreement (“SRA”) with the Old Dominion University Research Foundation (“ODURF”) during 2014 pursuant to which the Company sponsors research activities performed by ODURF’s Frank Reidy Center. ODURF is compensated by the Company for its conduct of each study in accordance with the budget and payment terms set forth in the applicable task order. During the second quarter of 2016, the Company agreed to sponsor $1.0 million in research during the subsequent 12 -month period to be funded through monthly payments made upon ODURF certifying, to the Company’s reasonable satisfaction, that ODURF has met its obligations pursuant to the specified task order and statement of work. The principal investigator may transfer funds with the budget as needed without the Company’s approval so long as the obligations of ODURF under the task order and statement of work remain unchanged and unimpaired. As of March 31, 2017, the Company had no remaining research payments due to ODURF. During the three-month periods ended March 31, 2017 and 2016, the Company paid and incurred costs relating to the SRA equal to $250,000 and $164,000 , respectively. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 9 . Commitments and Contingencies Operating Lease s The Company leases approximately 4,300 square feet of corporate offices and research facilities in Burlingame, California. This lease expires in June 30, 2017 , at a monthly cost of approximately $21,000 . In January 2017, the Company entered into a new lease agreement for premises consisting of approximately 15,697 rentable square feet located in Hayward, California (the “Premises” ). The Premises will be used for the Company’s corporate headquarters and principal operating facility. The term of the Lease is sixty-two ( 62 ) months, commencing on the date that is the earlier of (i) the date upon which the Company commences business in the Premises or (ii) the date upon which the Premises is “Ready for Occupancy” as defined in the Lease. Base monthly rent shall be abated for the first two (2) months of the Lease term and thereafter will be $42,400 per month during the first year of the Lease term, with specified annual increases thereafter until reaching approximately $50,300 per month during the last two (2) months of the Lease term. The Company is required to pay a refundable security deposit of approximately $101,000 . The Landlord is obligated to provide the Company with improvement allowances in the amount of approximately $135.00 per rentable square foot of the Premises, which may be applied towards the costs of construction of the initial improvements in the Premises. The Company will be responsible for any such improvement costs in excess of the foregoing allowances. The Company is required to reimburse Landlord for certain expenses during the Lease term. The Company has the right to extend the Lease term by five ( 5 ) years upon written notice not more than twelve (12) months nor less than nine (9) months prior to the expiration of the original Lease term, with monthly payments equal to the “Fair Rental Value” as defined in the Lease. The Company has also reserved the right to terminate the Lease if the Landlord is unable to deliver the facility to the Company by December 1, 2017. Assuming the Landlord delivers the facility to us by December 1, 2017, as of December 31, 2016, the lease obligations for less than one year, one to three years, three to five years and more than five years is approximately $0.3 million, $1.1 million, $1.1 million and $0.3 million, respectively. During the three-month periods ended March 31, 2017 and 2016, rent exp ense, including common area maintenance charges, was approximately $64,000 and $49,000 , respectively . Legal From time to time, we may be involved in a variety of claims, lawsuits, investigations and proceedings relating to securities laws, product liability, patent infringement, contract disputes, employment and other matters that arise in the normal course of our business. In addition, third parties may, from time to time, assert claims against us in the form of letters and other communications. We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We currently do not believe that the ultimate outcome of any of the matters described above is probable or reasonably estimable, or that these matters will have a material adverse effect on our business; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of litigation and settlement costs, diversion of management resources and other factors. |
Summary Of Significant Accoun15
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) have been prepared on a consistent basis with the Company’s December 31, 2016 audited Consolidated Financial Statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Financial Statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission and, as permitted by such rules and regulations, omit certain information and footnote disclosures necessary to present the financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The condensed consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for completed financial statements. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, filed on March 20, 2017 . The results of operations for the three-month period ended March 31, 2017 are not necessarily indicative of the results to be expected for the entire year or any future periods. |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes to the Financial Statements. Estimates include, but are not limited to, the valuation of cash equivalents and investments, the valuation and recognition of share-based compensation, the useful lives assigned to long-lived assets and the computation provisions for income taxes. Actual results could differ materially from these estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three-month period ended March 31, 2017, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Pulse and its wholly-owned subsidiaries. Intercompany balances and transactions, if any, have been eliminated in consolidation. |
Net Loss Per Share | Net Loss per Share The Company’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock and common stock warrants are considered common stock equivalents. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net loss per share. Basic and diluted net loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. The following outstanding stock options and warrants to purchase common stock were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three-Month Periods Ended March 31, 2017 2016 Common stock warrants 817,112 299,625 Common stock options 1,283,590 954,090 Total 2,100,702 1,253,715 |
Recent Accounting Standards | Recent Accounting Pronouncements Recently Adopted Accounting Standards During March 2016, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) No. 2016-09, Improvements to Employee Share-based Payment Accounting . This ASU simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement. The Company adopted this ASU as of January 1, 2017. The adoption of this ASU did not have a significant impact on the Company’s financial position. Recently Issued Accounting Standard s During May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued an update to defer the effective date of this update by one year. This updated standard becomes effective for the Company in the first quarter of fiscal year 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued updates to this guidance to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued guidance to clarify aspects related to identifying performance obligations and the licensing implementation guidance. In May 2016, the FASB issued guidance to clarify the implementation on narrow scope improvements and practical expedients. The Company is currently evaluating the impact of adopting these standards. During February 2016, the FASB issued ASU No. 2016-02, Leases , which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. This ASU becomes effective for the Company in the first quarter of fiscal year 2019 and early adoption is permitted. This ASU is required to be applied with a modified retrospective approach and requires application of the new standard at the beginning of the earliest comparative period presented. The Company generally does not finance purchases of equipment or other capital, but does lease its facilities. While the Company is continuing to assess all potential impacts of this standard, it expects that most of its lease commitments will be subject to the updated standard and recognized as lease liabilities and right-of-use assets upon adoption. During June 2016, the FASB issued ASU 2016-13, Financial Instruments — Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of adopting this standard. During January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment , which simplifies the accounting for goodwill impairment. This ASU removes Step 2 of the goodwill impairment test, which requires hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance also requires disclosure of the amount of goodwill at reporting units with zero or negative carrying amounts. ASU 2017-04 is effective for the Company beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of adopting such standard. |
Summary Of Significant Accoun16
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary Of Significant Accounting Policies [Abstract] | |
Anti-Dilutive Shares Excluded From Computation Of Diluted Net Loss Per Share | Three-Month Periods Ended March 31, 2017 2016 Common stock warrants 817,112 299,625 Common stock options 1,283,590 954,090 Total 2,100,702 1,253,715 |
Fair Value Of Financial Instr17
Fair Value Of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Of Financial Instruments [Abstract] | |
Fair Value Of Financial Assets Measured On A Recurring Basis | March 31, 2017 December 31, 2016 Assets Classification Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Money market funds Cash and cash equivalents $ 1,937 $ — $ — $ 1,937 $ 1,726 $ — $ — $ 1,726 Corporate bonds Cash and cash equivalents — 500 — 500 — — — — Corporate bonds Investments — 14,590 — 14,590 — 13,289 — 13,289 Asset-backed security Investments — 1,519 — 1,519 — 1,017 — 1,017 Total assets measured at fair value $ 1,937 $ 16,609 $ — $ 18,546 $ 1,726 $ 14,306 $ — $ 16,032 |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equipment [Abstract] | |
Schedule Of Equipment | March 31, December 31, 2017 2016 Laboratory equipment $ 425 $ 425 Software 20 20 Furniture, fixtures, and equipment 17 17 462 462 Less: Accumulated depreciation (169) (145) $ 293 $ 317 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets [Abstract] | |
Schedule Of Intangible Assets | March 31, December 31, 2017 2016 Acquired patents and licenses $ 7,985 $ 7,985 Less: Accumulated amortization (1,608) (1,442) $ 6,377 $ 6,543 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses [Abstract] | |
Schedule Of Accrued Expenses | March 31, December 31, 2017 2016 Professional fees $ 155 $ 285 Compensation expense 223 261 Other 82 205 $ 460 $ 751 |
Stockholders' Equity And Stoc21
Stockholders' Equity And Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity And Stock-Based Compensation [Abstract] | |
Summary Of Stock Option Activity | Stock Options Outstanding Weighted Weighted average Number average remaining life of shares exercise price (in years) Balances — December 31, 2016 1,229 $ 3.82 7.6 Options granted 58 8.60 Options exercised (4) 4.00 Options canceled — — Options expired — — Balances — March 31, 2017 1,283 $ 4.03 7.5 Exercisable 419 |
Total Stock-Based Compensation Expense | Three-Month Periods Ended March 31, 2017 2016 General and administrative $ 204 $ 148 Research and development 59 45 Total stock-based compensation expense $ 263 $ 193 |
Schedule Of Fair Value Of Employee Stock Options | Three-Month Periods Ended March 31, 2017 2016 Expected term in years 5.8 - 6.1 6.1 Expected volatility 80% 80% Risk-free interest rate 2.0 - 2.1% 1.50% Dividend yield — — |
Description Of The Business (Na
Description Of The Business (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Subsidiary, Sale of Stock [Line Items] | |
Incorporation state | Nevada |
Incorporation date | May 19, 2014 |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Anti-Dilutive Shares Excluded From Computation Of Diluted Net Loss Per Share) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,100,702 | 1,253,715 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 817,112 | 299,625 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,283,590 | 954,090 |
Fair Value Of Financial Instr24
Fair Value Of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Of Financial Instruments [Abstract] | ||
Total liabilities measured at fair value | $ 0 | $ 0 |
Transfers between level 1, 2, or 3 | $ 0 |
Fair Value Of Financial Instr25
Fair Value Of Financial Instruments (Fair Value Of Financial Assets Measured On A Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Total assets measured at fair value | $ 18,546 | $ 16,032 |
Cash And Cash Equivalents [Member] | Money Market Funds [Member] | ||
ASSETS | ||
Total cash and cash equivalents | 1,937 | 1,726 |
Cash And Cash Equivalents [Member] | Corporate Bonds [Member] | ||
ASSETS | ||
Total cash and cash equivalents | 500 | |
Investments [Member] | Corporate Bonds [Member] | ||
ASSETS | ||
Total investments | 14,590 | 13,289 |
Investments [Member] | Asset-Backed Securities [Member] | ||
ASSETS | ||
Total investments | 1,519 | 1,017 |
Level 1 [Member] | ||
ASSETS | ||
Total assets measured at fair value | 1,937 | 1,726 |
Level 1 [Member] | Cash And Cash Equivalents [Member] | Money Market Funds [Member] | ||
ASSETS | ||
Total cash and cash equivalents | 1,937 | 1,726 |
Level 2 [Member] | ||
ASSETS | ||
Total assets measured at fair value | 16,609 | 14,306 |
Level 2 [Member] | Cash And Cash Equivalents [Member] | Corporate Bonds [Member] | ||
ASSETS | ||
Total cash and cash equivalents | 500 | |
Level 2 [Member] | Investments [Member] | Corporate Bonds [Member] | ||
ASSETS | ||
Total investments | 14,590 | 13,289 |
Level 2 [Member] | Investments [Member] | Asset-Backed Securities [Member] | ||
ASSETS | ||
Total investments | $ 1,519 | $ 1,017 |
Equipment (Schedule Of Equipmen
Equipment (Schedule Of Equipment) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | $ 462 | $ 462 | |
Less: Accumulated depreciation | (169) | (145) | |
Equipment, net | 293 | 317 | |
Depreciation expense | 24 | $ 22 | |
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | 425 | 425 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | 20 | 20 | |
Furniture, Fixtures, And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment, gross | $ 17 | $ 17 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (1,608) | $ (1,442) |
Intangible assets, net | 6,377 | 6,543 |
Acquired Patents And Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 7,985 | $ 7,985 |
Accrued Expenses (Schedule Of A
Accrued Expenses (Schedule Of Accrued Expenses) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | ||
Professional fees | $ 155 | $ 285 |
Compensation expense | 223 | 261 |
Other | 82 | 205 |
Accrued expenses | $ 460 | $ 751 |
Stockholders' Equity And Stoc29
Stockholders' Equity And Stock-Based Compensation (Narrative) (Details) | Feb. 07, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)item$ / sharesshares | Mar. 31, 2016USD ($) | Dec. 31, 2016$ / shares |
Stockholders' Equity [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Number of equity compensation plans | item | 1 | |||
Stock-based compensation | $ 263,000 | $ 193,000 | ||
General And Administrative [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Stock-based compensation | 204,000 | 148,000 | ||
Research And Development [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Stock-based compensation | $ 59,000 | $ 45,000 | ||
Stock Options [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Expected term | 9 years 10 months 24 days | |||
Expected volatility | 80.00% | |||
Risk-free interest rate | 2.40% | |||
Dividend yield | 0.00% | |||
Number of shares terminated | shares | ||||
Common Stock [Member] | Private Placement [Member] | ||||
Stockholders' Equity [Line Items] | ||||
Shares sold | shares | 819,673 | |||
Common stock, par value | $ / shares | $ 0.001 | |||
Price per share | $ / shares | $ 6.10 | |||
Net proceeds | $ 4,965,000 |
Stockholders' Equity And Stoc30
Stockholders' Equity And Stock-Based Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Beginning Balance, Number of shares | 1,229 | |
Options granted, Number of shares | 58 | |
Options exercised, Number of shares | (4) | |
Options canceled, Number of shares | ||
Options expired, Number of shares | ||
Ending Balance, Number of shares | 1,283 | 1,229 |
Exercisable, Number of shares | 419 | |
Beginning Balance, Weighted average exercise price per share | $ 3.82 | |
Options granted, Weighted average exercise price per share | 8.60 | |
Options exercised, Weighted average exercise price per share | 4 | |
Options canceled, Weighted average exercise price per share | ||
Options expired, Weighted average exercise price per share | ||
Ending Balance, Weighted average exercise price per share | $ 4.03 | $ 3.82 |
Weighted average remaining life | 7 years 6 months | 7 years 7 months 6 days |
Stockholders' Equity And Stoc31
Stockholders' Equity And Stock-Based Compensation (Total Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Total stock-based compensation expense | $ 263 | $ 193 |
General And Administrative [Member] | ||
Total stock-based compensation expense | 204 | 148 |
Research And Development [Member] | ||
Total stock-based compensation expense | $ 59 | $ 45 |
Stockholders' Equity And Stoc32
Stockholders' Equity And Stock-Based Compensation (Schedule Of Fair Value Of Employee Stock Options) (Details) - Stock Options [Member] | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 6 years 1 month 6 days | |
Expected volatility | 80.00% | 80.00% |
Risk-free interest rate | 1.50% | |
Dividend yield | ||
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 5 years 9 months 18 days | |
Risk-free interest rate | 2.00% | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term in years | 6 years 1 month 6 days | |
Risk-free interest rate | 2.10% |
Research Grants And Agreements
Research Grants And Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and development expense | $ 1,851 | $ 990 | |
Sponsored Research Agreement ("SRA") [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and development expense | $ 250 | $ 164 | |
ODURF [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Period of time for Sponsored Research Agreement ("SRA") | 12 months | ||
ODURF [Member] | Sponsored Research Agreement ("SRA") [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and development expense | $ 1,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2017USD ($)ft²$ / ft² | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Commitments and Contingencies [Line Items] | ||||
Lease expiration date | Jun. 30, 2017 | |||
Operating lease, monthly expense | $ 21,000 | |||
Area Of Lease | ft² | 15,697 | |||
Lease term | 62 months | |||
Rent expense per month | 64,000 | $ 49,000 | ||
Security deposit | $ 101,000 | |||
Lease renewable term | 5 years | |||
Lease obligations, less than one year | $ 300,000 | |||
Lease obligations, one to three years | 1,100,000 | |||
Lease obligations,three to five years | 1,100,000 | |||
Lease obligations, more than five years | $ 300,000 | |||
Rent expense, including common area maintenance charges | $ 64,000 | $ 49,000 | ||
Tier One Rent Expense First Two Months Of Lease Term [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Operating lease, monthly expense | $ 42,400 | |||
Tier Two Rent Expense [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Operating lease, monthly expense | $ 50,300 | |||
Landlord [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Landlord obligatory improvement allowance per rentable square foot | $ / ft² | 135 |