Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 04, 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 | AVENUE THERAPEUTICS, INC. | |
Entity Central Index Key | 1,644,963 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ATXI | |
Entity Common Stock, Shares Outstanding | 10,024,405 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 0 | $ 197 |
Deferred financing costs | 234 | 0 |
Total Assets | 234 | 197 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 868 | 506 |
Accrued expenses - related party | 1,568 | 1,348 |
Interest payable | 5 | 57 |
Accrued interest - related party | 404 | 346 |
Notes payable - related party | 2,919 | 2,848 |
NSC notes payable, short-term | 1,750 | 1,000 |
Derivative warrant liability | 311 | 314 |
Total current liabilities | 7,825 | 6,419 |
Convertible notes payable, at fair value | 204 | 200 |
NSC notes payable, long-term (net of debt discount of $141 and $174, respectively) | 1,109 | 1,826 |
Total Liabilities | 9,138 | 8,445 |
Commitments and Contingencies (Note 7) | ||
Stockholders' Deficit | ||
Common shares; 10,024,405 and 9,773,810 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 1 | 1 |
Common stock issuable, 0 and 250,595 shares as of March 31, 2017 and December 31, 2016, respectively | 0 | 49 |
Additional paid-in capital | 159 | 105 |
Accumulated deficit | (9,064) | (8,403) |
Total Stockholders' Deficit | (8,904) | (8,248) |
Total Liabilities and Stockholders' Deficit | 234 | 197 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 10,024,405 | 9,773,810 |
Common Stock, Shares, Outstanding | 10,024,405 | 9,773,810 |
Common Stock Shares issuable | 0 | 250,595 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 250,000 | 250,000 |
Preferred Stock, Shares Outstanding | 250,000 | 250,000 |
NSC Notes Memebers [Member] | ||
Debt Instrument, Unamortized Discount | $ 141 | $ 174 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development | $ 133 | $ 564 |
General and administration | 371 | 276 |
Loss from operations | (504) | (840) |
Interest expense | 95 | 85 |
Interest expense - related party | 61 | 33 |
Change in fair value of convertible notes payable | 4 | 89 |
Change in fair value of warrant liabilities | (3) | 0 |
Net Loss | $ (661) | $ (1,047) |
Net loss per common share outstanding, basic and diluted | $ (0.07) | $ (0.13) |
Weighted average number of common shares outstanding, basic and diluted | 9,068,539 | 8,310,604 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Common Stock issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2016 | $ (8,248) | $ 1 | $ 0 | $ 49 | $ 105 | $ (8,403) |
Balance (Shares) at Dec. 31, 2016 | 9,773,810 | 250,000 | ||||
Share based compensation | 5 | $ 0 | $ 0 | 0 | 5 | 0 |
Issuance of common shares - Founders Agreement | 0 | $ 0 | $ 0 | (49) | 49 | 0 |
Issuance of common shares - Founders Agreement (in shares) | 250,595 | 0 | ||||
Net loss | (661) | $ 0 | $ 0 | 0 | 0 | (661) |
Balance at Mar. 31, 2017 | $ (8,904) | $ 1 | $ 0 | $ 0 | $ 159 | $ (9,064) |
Balance (Shares) at Mar. 31, 2017 | 10,024,405 | 250,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (661) | $ (1,047) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 5 | 9 |
Change in fair value of convertible notes payable | 4 | 89 |
Change in fair value of warrant liabilities | (3) | 0 |
Debt discount amortization | 33 | 29 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 362 | (192) |
Accrued expenses - related party | 220 | 206 |
Interest payable | (52) | 0 |
Accrued interest - related party | 58 | 29 |
Net cash used in operating activities | (34) | (877) |
Cash flows from financing activities: | ||
Deferred financing costs | (234) | 0 |
Proceeds from notes payable - related party | 71 | 875 |
Net cash (used in) provided by financing activities | (163) | 875 |
Net change in cash | (197) | (2) |
Cash, beginning of period | 197 | 14 |
Cash, end of period | 0 | 12 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 115 | $ 85 |
Organization, Plan of Business
Organization, Plan of Business Operations and Going Concern Consideration | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 - Organization, Plan of Business Operations and Going Concern Consideration Avenue Therapeutics, Inc. (the “Company” or “Avenue”) was incorporated in Delaware on February 9, 2015, as a wholly owned subsidiary of Fortress Biotech, Inc. (“Fortress”), to develop and market pharmaceutical products for the acute care setting in the United States. The company will focus on developing its product candidate, an intravenous (“IV”) formulation of tramadol HCI (“IV Tramadol”), for moderate to moderately severe post-operative pain. Going Concern Consideration As of March 31, 2017, the Company’s working capital deficit was approximately $ 7.6 8.9 3.0 2.9 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company anticipates incurring additional losses until such time, if ever, that it can obtain marketing approval to sell, and then generate significant sales, of its drug candidate that is currently in development. Substantial additional financing will be needed by the Company to fund its operations and to develop and commercialize its drug candidate. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued, until such time that capital is raised. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 - Significant Accounting Policies The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Therefore, these condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2016, which were included in the Company’s Form 10-12 G/A, as amended, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 27, 2017. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. The condensed financial statements may not be indicative of future performance and may not reflect what the results of operations, financial position, and cash flows would have been had Avenue operated as an independent entity. Certain estimates, including allocations from Fortress, have been made to provide financial statements for stand-alone reporting purposes. All inter-company transactions between Fortress and Avenue are classified as accrued expenses - related party in the financial statements. The Company believes that the assumptions underlying the financial statements are reasonable. The cost allocation methods applied to certain common costs include the following: · Specific identification. Where the amounts were specifically identified to Avenue, they were classified accordingly. · Reasonable allocation. Where the amounts were not clearly or specifically identified, management determined if a reasonable allocation method could be applied. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2017 and December 31, 2016. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is probable. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings and patents, laboratory costs and other supplies. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired are reflected as research and development - licenses acquired on the Company’s Condensed Statement of Operations. In July 2016, in connection with the Amended and Restated Articles of Incorporation, the Company issued 250,000 2.5 At December 31, 2016, the Company recorded the Annual Stock Dividend due to Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were actually issued on February 17, 2017. Because the issuance of shares on February 17, 2017 occurred prior to the issuance of the December 31, 2016 financial statements, the Company recorded approximately $ 49,000 250,595 49,000 The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards. For stock-based compensation awards to non-employees, the Company measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. In accordance with ASC 815 Derivatives and Hedging 3.0 For purposes of these financial statements, the Company’s income tax expense and deferred tax balances have been recorded as if it filed tax returns on a stand-alone basis separate from Fortress. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities measured at the enacted tax rates in effect for the year in which these items are expected to reverse. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding, excluding unvested restricted stock, during the period. Since dividends are declared paid and set aside among the holders of shares of common stock and Class A common stock pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required. In the calculation of diluted loss per share, since there was no option or warrants as well as the conversion of rights, the diluted loss per share equaled the basic loss per share during the period. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern (Topic 915): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In March 2016, the FASB issued ASU No. 2016-09 Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) |
Allocation
Allocation | 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 3 - Allocation The expense allocations to Avenue, represents Lucy Lu's executive compensation, have been paid by Fortress and allocated by the Company between Avenue and Fortress based on time spent on Avenue projects versus time spent on Fortress projects. The allocations were based on assumptions that management believes are reasonable; however, these allocations are not necessarily indicative of the costs and expenses that would have resulted if Avenue had been operating as a stand-alone entity. For the three months ended March 31, 2017 and 2016, the allocated expenses related to Lucy Lu were approximately $ 95,000 81,000 50 50 |
Consulting Agreement
Consulting Agreement | 3 Months Ended |
Mar. 31, 2017 | |
Consulting Agreement [Abstract] | |
Consulting Agreement Disclosure [Text Block] | Note 4 - Consulting Agreement On March 10, 2015, the Company entered into a consulting agreement with the CEO of Revogenex (the "Consultant") to provide consulting services to the Company. Under the terms of the agreement the Company paid $ 25,000 0 16,667 |
Related Party Agreements
Related Party Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 - Related Party Agreements Founders Agreement and Management Services Agreement with Fortress Fortress entered into a Founders Agreement with Avenue in February 2015, pursuant to which Fortress assigned to Avenue all of its rights and interest under Fortress’s license agreement with Revogenex for IV Tramadol (the “License Agreement”). As consideration for the Founders Agreement, Avenue assumed $ 3.0 (i) issue annually to Fortress, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Avenue at the time of issuance; (ii) pay an equity fee in shares of Avenue common stock, payable within five (5) business days of the closing of any equity or debt financing for Avenue or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Avenue’s voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Avenue’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Fortress will be paid a one-time change in control fee equal to five (5x) times the product of (i) net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). On September 13, 2016, the Company entered into an Amended and Restated the Founders Agreement (“A&R Founders Agreement”) with Fortress. The A&R Founders Agreement eliminated the Annual Equity Fee in connection with the original agreement and added a term of 15 7.0 7.4 250,000 Effective as of February 17, 2015, Fortress entered into a Management Services Agreement (the “MSA”) with Avenue and each of Avenue’s current directors and officers who are directors or officers of Fortress, excluding services provided by Dr. Lucy Lu our Interim Chief Executive Officer and Chief Financial Officer of Fortress, to provide services to Avenue pursuant to the terms of the MSA. Pursuant to the terms of the MSA, for a period of five (5) years, Fortress will render advisory and consulting services to Avenue. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Avenue’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Avenue with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Avenue is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, Avenue is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of Avenue’s actions or inactions based upon their advice. Fortress and its affiliates, including all members of Avenue’s Board of Directors, have been contractually exempt from fiduciary duties to Avenue relating to corporate opportunities. In consideration for the Services, Avenue will pay Fortress an annual consulting fee of $ 0.5 1.0 100 For the three months ended March 31, 2017 and 2016, the Company had expenses related to the Management Services Agreement of approximately $ 125,000 125,000 Fortress Note Effective March 15, 2015, the Company and Fortress entered into a future advance promissory note (the “Fortress Note”), in which Fortress agreed to provide a working capital line of credit until the Company has a third-party financing. Interest on the Fortress Note is being accrued at 8 As of March 31, 2017, the Fortress Note totaled approximately $ 2.9 57,000 29,000 Consulting Agreement with Chord Advisors, LLC (“Chord”) On June 12, 2015, the Company entered into a full-service consulting agreement with Chord to provide advisory accounting services to the Company. Under the terms of the agreement, the Company will pay Chord five thousand dollars ($ 5,000 7,500 For the three months ended March 31, 2017 and 2016, the Company had expenses related to the consulting agreement with Chord of approximately $ 15,000 20,000 NSC Note and Financings In September 2016, Fortress acquired through a tender offer 56.6 3.0 10 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6 - Notes Payable NSC Note At March 31, 2017, the Company has outstanding $ 3.0 8.0 In January 2017, the Company extended the maturity date of the NSC Note to September 2018. The Company will commence to repay principal in September 2 017. The following table summarizes NSC Note activities for the three months ended March 31, 2017: ($ in thousands) Note Payable Discount Note Payable, Net December 31, 2016 balance $ 3,000 $ (174) $ 2,826 Amortization of debt discount - 33 33 March 31, 2017 balance 3,000 (141) 2,859 Less: NSC notes payable, short term (1,750) - (1,750) NSC notes payable, long term $ 1,250 $ (141) $ 1,109 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 7 - Commitments and Contingencies Leases The Company is not a party to any leases for office space or equipment. Litigation The Company recognizes a liability for a contingency when it is probable that liability has been incurred and when the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, the Company accrues the most likely amount of such loss, and if such amount is not determinable, then the Company accrues the minimum of the range of probable loss. As of March 31, 2017, there was no litigation against the Company. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8 - Stockholders’ Deficit Class A Preferred Shares Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, filed September 13, 2016, Class A Common Stock was eliminated and 2,000,000 250,000 The holders of the outstanding shares of Class A Preferred Stock shall receive on each February 17 (each a “PIK Dividend Payment Date”) after the original issuance date of the Class A Preferred Stock until the date all outstanding Class A Preferred Stock is converted into Common Stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Common Stock (such dividend being herein called “PIK Dividends”) such that the aggregate number of shares of Common Stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of the Corporation’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date (“PIK Record Date”). In the event the Class A Preferred Stock converts into Common Stock, the holders shall receive all PIK Dividends accrued through the date of such conversion. No dividend or other distribution shall be paid, or declared and set apart for payment (other than dividends payable solely in capital stock on the capital stock of the Company) on the shares of Common Stock until all PIK Dividends on the Class A Preferred Stock shall have been paid or declared and set apart for payment. All dividends are non-cumulative. On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Class A Preferred Stock shall be entitled to cast for each share of Class A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter, the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the number of shares of outstanding Common Stock and (B) the whole shares of Common Stock in to which the shares of outstanding Class A Common Stock and the Class A Preferred Stock are convertible, and the denominator of which is number of shares of outstanding Class A Preferred Stock (the “Class A Preferred Stock Ratio”). Thus, the Class A Preferred Stock will at all times constitute a voting majority. Each share of Class A Preferred Stock is convertible, at the option of the holder, into one fully paid and nonassessable share of Common Stock (the “Conversion Ratio”), subject to certain adjustments. If the Company, at any time effects a subdivision or combination of the outstanding Common Stock (by any stock split, stock dividend, recapitalization, reverse stock split or otherwise), the applicable Conversion Ratio in effect immediately before that subdivision is proportionately decreased or increased, as applicable, so that the number of shares of Common Stock issuable on conversion of each share of Class A Preferred Stock shall be increased or decreased, a applicable, in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding. Additionally, if any reorganization, recapitalization, reclassification, consolidation or merger involving the Company occurs in which the Common Stock (but not the Class A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Class A Preferred Stock becomes convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of the Class A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction. Common Stock Our authorized capital stock will consist of 50,000,000 0.0001 Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our Board of Directors, subject to any preferential dividend rights of outstanding preferred stock. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Restricted Stock Awards Weighted Average Grant Number of Units Date Fair Value Unvested balance at December 31, 2016 825,000 $ 0.15 Vested - - Unvested balance at March 31, 2017 825,000 $ 0.15 For the three months ended March 31, 2017 and 2016, stock-based compensation expenses associated with the amortization of restricted stock awards for employees and non-employees were approximately $ 5,000 9,000 At March 31, 2017, the Company had unrecognized stock-based compensation expense related to restricted stock awards of approximately $ 19,000 1.44 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 9 - Fair Value Measurement Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At March 31, 2017 and December 31, 2016, the warrant balance of approximately $ 311,000 314,000 Westpark NSC Contingently Contingently ($ in thousands) Issuable Warrants Issuable Warrants Total Fair value, December 31, 2016 $ 302 $ 12 $ 314 Change in fair value (3) - (3) Fair value, March 31, 2017 $ 299 $ 12 $ 311 If the Company has an initial public offering and raises sufficient equity capital so that it has cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it, then NSC will receive a warrant to purchase the Company’s stock equal to 25 10 March 31, 2017 December 31, 2016 Risk-free interest rate 2.4 % 2.45 % Expected dividend yield - - Expected term in years 10 10 Expected volatility 83 % 83 % Probability of issuance of the warrant 50 % 50 % Westpark ($ in thousands) Convertible Notes Fair value, December 31, 2016 $ 200 Change in fair value 4 Fair value, March 31, 2017 $ 204 March 31, December 31, 2017 2016 Risk-free interest rate 2.4 % 2.45 % Expected dividend yield - - Expected term in years 10 10 Expected volatility 86 % 87 % |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Therefore, these condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2016, which were included in the Company’s Form 10-12 G/A, as amended, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 27, 2017. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. The condensed financial statements may not be indicative of future performance and may not reflect what the results of operations, financial position, and cash flows would have been had Avenue operated as an independent entity. Certain estimates, including allocations from Fortress, have been made to provide financial statements for stand-alone reporting purposes. All inter-company transactions between Fortress and Avenue are classified as accrued expenses - related party in the financial statements. The Company believes that the assumptions underlying the financial statements are reasonable. The cost allocation methods applied to certain common costs include the following: · Specific identification. Where the amounts were specifically identified to Avenue, they were classified accordingly. · Reasonable allocation. Where the amounts were not clearly or specifically identified, management determined if a reasonable allocation method could be applied. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2017 and December 31, 2016. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is probable. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings and patents, laboratory costs and other supplies. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired are reflected as research and development - licenses acquired on the Company’s Condensed Statement of Operations. |
Stockholders' Equity, Policy [Policy Text Block] | Annual Stock Dividend In July 2016, in connection with the Amended and Restated Articles of Incorporation, the Company issued 250,000 2.5 At December 31, 2016, the Company recorded the Annual Stock Dividend due to Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices cannot be estimated due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company concluded that it could not reasonably estimate the contingent consideration until shares were actually issued on February 17, 2017. Because the issuance of shares on February 17, 2017 occurred prior to the issuance of the December 31, 2016 financial statements, the Company recorded approximately $ 49,000 250,595 49,000 |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards. For stock-based compensation awards to non-employees, the Company measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. |
Derivatives, Reporting of Derivative Activity [Policy Text Block] | Valuation of Warrant Related to NSC Note In accordance with ASC 815 Derivatives and Hedging 3.0 |
Income Tax, Policy [Policy Text Block] | Income Taxes For purposes of these financial statements, the Company’s income tax expense and deferred tax balances have been recorded as if it filed tax returns on a stand-alone basis separate from Fortress. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities measured at the enacted tax rates in effect for the year in which these items are expected to reverse. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per Share Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding, excluding unvested restricted stock, during the period. Since dividends are declared paid and set aside among the holders of shares of common stock and Class A common stock pro-rata on an as-if-converted basis, the two-class method of computing net loss per share is not required. In the calculation of diluted loss per share, since there was no option or warrants as well as the conversion of rights, the diluted loss per share equaled the basic loss per share during the period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern (Topic 915): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In March 2016, the FASB issued ASU No. 2016-09 Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table summarizes NSC Note activities for the three months ended March 31, 2017: ($ in thousands) Note Payable Discount Note Payable, Net December 31, 2016 balance $ 3,000 $ (174) $ 2,826 Amortization of debt discount - 33 33 March 31, 2017 balance 3,000 (141) 2,859 Less: NSC notes payable, short term (1,750) - (1,750) NSC notes payable, long term $ 1,250 $ (141) $ 1,109 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] | The following table summarizes unvested restricted stock award activity for the three months ended March 31, 2017. Weighted Average Grant Number of Units Date Fair Value Unvested balance at December 31, 2016 825,000 $ 0.15 Vested - - Unvested balance at March 31, 2017 825,000 $ 0.15 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
NSC Contingently Issuable Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of the NSC Contingently Issuable Warrants was determined by applying management’s estimate of the probability of issuance of the NSC Contingently Issuable Warrants together with the Black-Scholes option pricing model with the following key assumptions: March 31, 2017 December 31, 2016 Risk-free interest rate 2.4 % 2.45 % Expected dividend yield - - Expected term in years 10 10 Expected volatility 83 % 83 % Probability of issuance of the warrant 50 % 50 % |
Westpark Contingently Issuable Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of Westpark warrant liability was measured at fair value using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy is as follows: March 31, December 31, 2017 2016 Risk-free interest rate 2.4 % 2.45 % Expected dividend yield - - Expected term in years 10 10 Expected volatility 86 % 87 % |
Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative contingently issuable warrant liability: Westpark NSC Contingently Contingently ($ in thousands) Issuable Warrants Issuable Warrants Total Fair value, December 31, 2016 $ 302 $ 12 $ 314 Change in fair value (3) - (3) Fair value, March 31, 2017 $ 299 $ 12 $ 311 |
Debt [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth the changes in the estimated fair value for our Level 3 classified convertible notes payable: Westpark ($ in thousands) Convertible Notes Fair value, December 31, 2016 $ 200 Change in fair value 4 Fair value, March 31, 2017 $ 204 |
Organization, Plan of Busines20
Organization, Plan of Business Operations and Going Concern Consideration (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Working Capital Deficit | $ 7,600 | ||
Stockholders' Equity Attributable to Parent | (8,904) | $ (8,248) | |
Proceeds from Notes Payable | 71 | $ 875 | |
Long-term Line of Credit | 2,900 | ||
NSC Biotech Venture Fund I, LLC [Member] | |||
Proceeds from Notes Payable | $ 3,000 |
Significant Accounting Polici21
Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Jul. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Stock Issued During Period, Shares, New Issues | 250,000 | |||
Preferred Stock, Dividend Rate, Percentage | 2.50% | |||
Research and Development in Process | $ 49,000 | $ 49,000 | ||
Stock Issued During Period, Value, New Issues | $ 0 | |||
Debt Instrument, Decrease, Forgiveness | $ 3,000,000 | |||
Convertible Common Stock [Member] | ||||
Stock Issued During Period, Shares, New Issues | 250,595 | |||
Common Stock issuable [Member] | ||||
Stock Issued During Period, Value, New Issues | $ 49,000 | |||
Common Stock Including Additional Paid in Capital [Member] | ||||
Stock Issued During Period, Value, New Issues | $ 49,000 |
Allocation (Details Textual)
Allocation (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Allocated Share-based Compensation Expense | $ 95,000 | $ 81,000 |
Research and Development Expense [Member] | ||
Share Based Compensation Allocation Percentage | 50.00% | |
General and Administrative Expense [Member] | ||
Share Based Compensation Allocation Percentage | 50.00% |
Consulting Agreement (Details T
Consulting Agreement (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Scenario, Actual [Member] | |||
Professional Fees | $ 0 | $ 16,667 | $ 25,000 |
Related Party Agreements (Detai
Related Party Agreements (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2015 | Feb. 17, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 15, 2015 | |
Agreement Description Terms | (i) issue annually to Fortress, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Avenue at the time of issuance; (ii) pay an equity fee in shares of Avenue common stock, payable within five (5) business days of the closing of any equity or debt financing for Avenue or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Avenues voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Avenues annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Fortress will be paid a one-time change in control fee equal to five (5x) times the product of (i) net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). | |||||
Fortress Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Long-term Debt | $ 2,900,000 | |||||
Interest Expense, Debt | 57,000 | $ 29,000 | ||||
National Holdings, Inc. [Member] | ||||||
Long-term Debt | $ 3,000,000 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 56.60% | |||||
Placement Fee, Percentage | 10.00% | |||||
Chord Advisors, LLC [Member] | ||||||
Annual Advisory Service Fee | $ 7,500 | 15,000 | 20,000 | |||
Chord Advisors, LLC [Member] | Prior to Public Company [Member] | ||||||
Annual Advisory Service Fee | $ 5,000 | |||||
Asset Management Income [Member] | ||||||
Annual Consulting Fee | $ 500,000 | $ 125,000 | $ 125,000 | |||
Increase In Annual Consulting Fee | 1,000,000 | |||||
Excess In Net Assets Value | 100,000,000 | |||||
AR Founders Agreement [Member] | ||||||
Amended Founders Agreements Terms | 15 years | |||||
AR Founders Agreement [Member] | Common Stock [Member] | ||||||
Number of shares Exchanged | 7,400,000 | |||||
Fortress Biotech, Inc [Member] | ||||||
Long-term Debt, Gross | $ 3,000,000 | |||||
Preferred Class A [Member] | AR Founders Agreement [Member] | ||||||
Number of shares Exchanged | 250,000 | |||||
Common Class A [Member] | AR Founders Agreement [Member] | ||||||
Number of shares Exchanged | 7,000,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Note Payable, Net Amortization of debt discount | $ 33 | $ 29 | |
Note Payable, Net NSC notes payable, long term | 1,109 | $ 1,826 | |
NSC Notes Memebers [Member] | |||
Note Payable Beginning | 3,000 | ||
Note Payable Ending | 3,000 | ||
Note Payable Less: NSC notes payable, short term | (1,750) | ||
Note Payable NSC notes payable, long term | 1,250 | ||
Discount Beginning | (174) | ||
Discount Ending | (141) | ||
Discount Less: NSC notes payable, short term | 0 | ||
Discount NSC notes payable, long term | (141) | ||
Notes Payable, Net Beginning | 2,826 | ||
Note Payable, Net Amortization of debt discount | 33 | ||
Notes Payable, Net Ending | 2,859 | ||
Note Payable, Net Less: NSC notes payable, short term | (1,750) | ||
Note Payable, Net NSC notes payable, long term | $ 1,109 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - NSC Notes Memebers [Member] $ in Millions | 1 Months Ended |
Feb. 17, 2015USD ($) | |
Debt Instrument, Face Amount | $ 3 |
Debt Instrument, Term | 30 months |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Payment Terms | No principal amounts are due from the Company for the first twenty-four months (or the first thirty months if the maturity date is extended). Thereafter, the NSC Note must be repaid at the rate of 1/12th of the principal amount per month for a period of 12 months. |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Units, Unvested Beginning Balance | shares | 825,000 |
Number of Units, Vested | shares | 0 |
Number of Units, Unvested Ending Balance | shares | 825,000 |
Weighted Average Grant Date Fair Value, Unvested Beginning Balance | $ / shares | $ 0.15 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Unvested Ending Balance | $ / shares | $ 0.15 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Share-based Compensation | $ 5,000 | $ 9,000 | |
Restricted Stock [Member] | |||
Share-based Compensation | 5,000 | $ 9,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 19,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 5 months 8 days | ||
Preferred Class A [Member] | |||
Preferred Stock, Shares Authorized | 250,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Westpark Contingently Issuable Warrants [Member] | |
Fair value, Beginning Balance | $ 12 |
Change in fair value | 0 |
Fair value, Ending Balance | 12 |
NSC Contingently Issuable Warrants [Member] | |
Fair value, Beginning Balance | 302 |
Change in fair value | (3) |
Fair value, Ending Balance | 299 |
Warrant [Member] | |
Fair value, Beginning Balance | 314 |
Change in fair value | (3) |
Fair value, Ending Balance | $ 311 |
Fair Value Measurement (Detai30
Fair Value Measurement (Details 1) - NSC Contingently Issuable Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Risk-free interest rate | 2.40% | 2.45% |
Expected dividend yield | 0.00% | 0.00% |
Expected term in years | 10 years | 10 years |
Expected volatility | 83.00% | 83.00% |
Probability of issuance of the warrant | 50.00% | 50.00% |
Fair Value Measurement (Detai31
Fair Value Measurement (Details 2) - Debt [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair value, Beginning Balance | $ 200 |
Change in fair value | 4 |
Fair value, Ending Balance | $ 204 |
Fair Value Measurement (Detai32
Fair Value Measurement (Details 3) - Westpark Contingently Issuable Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Risk-free interest rate | 2.40% | 2.45% |
Expected dividend yield | 0.00% | 0.00% |
Expected term in years | 10 years | 10 years |
Expected volatility | 86.00% | 87.00% |
Fair Value Measurement (Detai33
Fair Value Measurement (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 311,000 | $ 314,000 |
NSC Contingently Issuable Warrants [Member] | ||
Percentage Of Shares Received Under Purchase Agreement | 25.00% | |
Warrant Expiration Period | 10 years |