Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | 10,041,008 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 34,683 | $ 197 |
Prepaid expenses | 22 | 0 |
Total Assets | 34,705 | 197 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 826 | 506 |
Accrued expenses - related party | 167 | 1,348 |
Interest payable | 56 | 57 |
Accrued interest - related party | 120 | 346 |
Notes payable - related party | 3,486 | 2,848 |
NSC notes payable, short-term | 2,500 | 1,000 |
Derivative warrant liability | 0 | 314 |
Total current liabilities | 7,155 | 6,419 |
Convertible notes payable, at fair value | 0 | 200 |
NSC notes payable, long-term (net of debt discount of $106 and $174, respectively) | 394 | 1,826 |
Total Liabilities | 7,549 | 8,445 |
Stockholders' Deficit | ||
Common Stock ($0.0001 par value), 50,000,000 shares authorized Common shares; 10,041,008 and 3,257,936 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 1 | 1 |
Common stock issuable, 0 and 83,532 shares as of June 30, 2017 and December 31, 2016, respectively | 0 | 49 |
Additional paid-in capital | 38,625 | 105 |
Accumulated deficit | (11,470) | (8,403) |
Total Stockholders' Deficit | 27,156 | (8,248) |
Total Liabilities and Stockholders' Deficit | 34,705 | 197 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock ($0.0001 par value), 2,000,000 shares authorized Class A Preferred Stock, 83,333 shares issued and outstanding as of June 30, 2017 and December 31, 2016 | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 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 | 10,041,008 | 3,257,936 |
Common Stock, Shares, Outstanding | 10,041,008 | 3,257,936 |
Common Stock Shares issuable | 0 | 83,532 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 83,333 | 83,333 |
Preferred Stock, Shares Outstanding | 83,333 | 83,333 |
NSC Notes Memebers [Member] | ||
Debt Instrument, Unamortized Discount | $ 106 | $ 174 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses: | ||||
Research and development | $ 447 | $ 421 | $ 580 | $ 985 |
General and administration | 1,297 | 217 | 1,668 | 493 |
Loss from operations | (1,744) | (638) | (2,248) | (1,478) |
Interest expense | 93 | 87 | 188 | 172 |
Interest expense - related party | 20 | 46 | 81 | 79 |
Change in fair value of convertible notes payable | 95 | 0 | 99 | 0 |
Change in fair value of warrant liabilities | 454 | 0 | 451 | 89 |
Net Loss | $ (2,406) | $ (771) | $ (3,067) | $ (1,818) |
Net loss per common share outstanding, basic and diluted | $ (0.70) | $ (0.28) | $ (0.95) | $ (0.66) |
Weighted average number of common shares outstanding, basic and diluted | 3,459,942 | 2,785,865 | 3,242,602 | 2,761,367 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 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 | 3,257,936 | 83,333 | ||||
Share based compensation | 24 | $ 0 | $ 0 | 0 | 24 | 0 |
Issuance of common shares - Founders Agreement | 948 | $ 0 | $ 0 | (49) | 997 | 0 |
Issuance of common shares - Founders Agreement (in shares) | 241,657 | 0 | ||||
Issuance of common shares, net of costs | 34,503 | $ 0 | $ 0 | 0 | 34,503 | 0 |
Issuance of common shares, net of costs (in shares) | 6,325,000 | 0 | ||||
Conversion of MSA fees into common shares | 1,000 | $ 0 | $ 0 | 0 | 1,000 | 0 |
Conversion of MSA fees into common shares (in shares) | 166,666 | 0 | ||||
Issuance of warrants under the NSC Note | 750 | $ 0 | $ 0 | 0 | 750 | |
Conversion of notes payable | 200 | $ 0 | $ 0 | 0 | 200 | 0 |
Conversion of notes payable (in shares) | 49,749 | 0 | ||||
Change in fair value of convertible notes warrants | 15 | $ 0 | $ 0 | 0 | 15 | 0 |
Modification to interest on fortress note | 300 | $ 0 | $ 0 | 0 | 300 | 0 |
Contribution of capital - extinguishment of Fortress compensation accrual (in Shares) | 0 | 0 | ||||
Contribution of capital - extinguishment of Fortress compensation accrual | 632 | $ 0 | $ 0 | 0 | 632 | 0 |
Change in fair value of convertible notes payable | 99 | 0 | 0 | 0 | 99 | 0 |
Net loss | (3,067) | 0 | 0 | 0 | 0 | (3,067) |
Balance at Jun. 30, 2017 | $ 27,156 | $ 1 | $ 0 | $ 0 | $ 38,625 | $ (11,470) |
Balance (Shares) at Jun. 30, 2017 | 10,041,008 | 83,333 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (3,067) | $ (1,818) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 24 | 18 |
Change in fair value of convertible notes payable | 99 | 0 |
Change in fair value of warrant liabilities | 451 | 89 |
Debt discount amortization | 68 | 60 |
Issuance of common shares - Founders Agreement | 948 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (22) | (1) |
Accounts payable and accrued expenses | 320 | 69 |
Accrued expenses - related party | 451 | 396 |
Interest payable | (1) | 0 |
Accrued interest - related party | 74 | 71 |
Net cash used in operating activities | (655) | (1,116) |
Cash flows from financing activities: | ||
Issuance of common shares | 37,950 | 0 |
Offering costs | (3,447) | 0 |
Proceeds from notes payable - related party | 638 | 1,134 |
Net cash provided by financing activities | 35,141 | 1,134 |
Net change in cash | 34,486 | 18 |
Cash, beginning of period | 197 | 14 |
Cash, end of period | 34,683 | 32 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 125 | 120 |
Non-cash financing activities: | ||
Conversion of MSA fees into common shares | 1,000 | 0 |
Issuance of warrants | 750 | 0 |
Extinguishment of Fortress compensation accrual | 632 | 0 |
Modification to interest on fortress note | 300 | 0 |
Conversion of notes payable | 200 | 0 |
Change in fair value of convertible notes warrants | $ 15 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Organization and Description of Business 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. On June 26, 2017, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the issuance of of 6,325,000 825,000 6.00 34.5 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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. Reverse stock split On June 26, 2017, the Company effected a 3.0-to-1.0 reverse stock split All share and per share amounts, including stock options, have been retroactively adjusted in these condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split. Further, the fair value of stock issuances have been retroactively adjusted in these unaudited condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split. 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 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 June 30, 2017 and December 31, 2016. 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. Annual Stock Dividend In July 2016, in connection with the Amended and Restated Articles of Incorporation, the Company issued 83,333 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 83,532 49,000 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. 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 Accounting Standards Codification (“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. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2017 consist of 127,488 warrants and 199,999 unvested restricted stock awards. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2016 consist of 274,999 unvested restricted stock awards. 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”) Recently Issued Accounting Standards In May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
Allocation
Allocation | 6 Months Ended |
Jun. 30, 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, representing 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 June 30, 2017 and 2016, the allocated expenses related to Lucy Lu were approximately $ 0.1 70,000 50 50 0.2 0.2 Upon the IPO, Fortress and Avenue agreed to extinguish the total amount accrued under these expense allocations. Therefore, the Company recorded the $ 0.6 |
Related Party Agreements
Related Party Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 - 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 2.3 2.5 83,333 On June 26, 2017, the Company issued 158,125 2.5 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, the Company’s current Chief Executive Officer as of June 26, 2017 and the former Chief Financial Officer of Fortress (resigned as of June 26, 2017), 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 1.0 100.0 On May 15, 2017, the Company and Fortress amended the MSA to allow for payment of the Annual Consulting Fee in the Company’s common stock in increment of $ 0.5 1.0 166,666 6.00 For the three months ended June 30, 2017 and 2016, the Company had expenses related to the MSA of approximately $ 0.1 0.1 0.3 0.3 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 In May 2017, in anticipation of the Company’s IPO, the Company and Fortress amended the FBIO Note (the “FBIO Note Amendment”), to reduce interest on the FBIO Note from 8 2 0.3 0.4 8 0.1 2 In accordance with ASC 470-50, Debt, Modifications and Extinguishments, the Company determined that since the change in interest rate did not materially change the nature of the note, it was accounted for as a modification. As such, at June 30, 2017 the Company recorded a reduction in interest expense of $ 0.3 As of June 30, 2017, the Fortress Note totaled approximately $ 3.5 16,000 43,000 74,000 72,000 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 June 30, 2017 and 2016, the Company had expenses related to the consulting agreement with Chord of approximately $ 23,000 15,000 38,000 30,000 NSC Note and Financings In September 2016, Fortress acquired through a tender offer 56.6 3.0 10 On June 26, 2017, the Company completed an IPO and NSC acted as co-manager in this offering and earned commissions and fees of approximately $ 2.3 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 - Notes Payable NSC Note At June 30, 2017, the Company has approximately $ 3.0 8.0 Note Payable Discount Note Payable, Net December 31, 2016 balance $ 3,000 $ (174) $ 2,826 Amortization of debt discount - 68 68 June 30, 2017 balance 3,000 (106) 2,894 Less: NSC notes payable, short term (2,500) - (2,500) NSC notes payable, long term $ 500 $ (106) $ 394 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6 - Stockholders’ Equity 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 83,333 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 The Company’s authorized capital stock consists of 50,000,000 0.0001 2,000,000 0.0001 83,333 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. Initial Public Offering On June 26, 2017, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the issuance of 6,325,000 825,000 6.00 34.5 In conjunction with the closing of the IPO the Company issued warrants in connection with its NSC Debt and its Convertible Notes. Awards to Fortress On June 26, 2017, pursuant to the terms of the Founders Agreement with Fortress, the Company issued to Fortress 158,125 6.00 2.5 948,000 On June 26, 2017, the Company repaid $ 1.0 166,666 6.00 Restricted Stock Awards Weighted Average Grant Number of Units Date Fair Value Unvested balance at December 31, 2016 274,999 $ 0.44 Vested (75,000) 0.44 Unvested balance at June 30, 2017 199,999 $ 0.44 For the three months ended June 30, 2017 and 2016, stock-based compensation expenses associated with the amortization of restricted stock awards for employees and non-employees were approximately $ 19,000 8,000 24,000 18,000 At June 30, 2017, the Company had unrecognized stock-based compensation expense related to restricted stock awards of approximately $ 15,000 0.6 Common Stock Warrants On June 26, 2017, sufficient equity capital was raised so that the Company had cash equal to five times the amount of the portion of the proceeds of the NSC Note transferred to it. As a result, the Company issued 125,000 warrants with an exercise price of par value and a ten-year term. As a result of this transaction, the Company recorded the fair value of these warrants of approximately $750,000 (see Note 7) as an increase to additional paid in capital on the unaudited Condensed Balance Sheets. On June 26, 2017, in connection with the automatic conversion of the WestPark Convertible Notes, which automatically converted upon the closing of the IPO, the Company issued 2,488 4.02 6.00 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 7 - 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 June 30, 2017 and December 31, 2016, the warrant balance of approximately $ 0 314,000 NSC Westpark Contingently Contingently Issuable Warrants Issuable Warrants Total Fair value, December 31, 2016 $ 302 $ 12 $ 314 Change in fair value 448 3 451 Conversion into common shares (750) - (750) Change in fair value of convertible notes warrants - (15) (15) Fair value, June 30, 2017 $ - $ - $ - On June 26, 2017, pursuant to the terms of the Company’s $ 3.0 125,000 Additionally, on June 26, 2017, the Company issued 2,488 4.02 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 8 Subsequent Events Approval of Patent On May 19, 2017, Avenue announced that Notice of Allowance had been received from the U.S. Patent and Trademark Office (USPTO) for a new patent application (U.S. Application No. 15/163,111), entitled "Intravenous Administration of Tramadol.” The patent application describes and claims a dosing regimen of intravenous (IV) 50 mg tramadol that provides certain pharmacokinetic parameters that are similar to those of 100 mg tramadol HCl administered orally every 6 hours at steady state. The issuance of the patent (U.S. Patent No. 9,693,949) occurred in July 2017. This patent application falls under Avenue’s licensing agreement with Revogenex Ireland Ltd. Repayment of NSC Note On July 5, 2017, the Company repaid the outstanding NSC Note of approximately $ 3.0 2,000 Repayment of Fortress Note On July 25, 2017, the Company used some of the proceeds from the IPO to pay off the obligation due under the Fortress Note of approximately $ 3.5 0.1 2 |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. Reverse stock split On June 26, 2017, the Company effected a 3.0-to-1.0 reverse stock split All share and per share amounts, including stock options, have been retroactively adjusted in these condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split. Further, the fair value of stock issuances have been retroactively adjusted in these unaudited condensed financial statements for all periods presented to reflect the 3.0-to-1.0 reverse stock split. |
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 |
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 June 30, 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 83,333 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 83,532 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 Accounting Standards Codification (“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. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2017 consist of 127,488 warrants and 199,999 unvested restricted stock awards. Securities that could potentially result in diluted loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2016 consist of 274,999 unvested restricted stock awards. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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”) Recently Issued Accounting Standards In May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table summarizes NSC Note activities for the six months ended June 30, 2017: Note Payable Discount Note Payable, Net December 31, 2016 balance $ 3,000 $ (174) $ 2,826 Amortization of debt discount - 68 68 June 30, 2017 balance 3,000 (106) 2,894 Less: NSC notes payable, short term (2,500) - (2,500) NSC notes payable, long term $ 500 $ (106) $ 394 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2017. Weighted Average Grant Number of Units Date Fair Value Unvested balance at December 31, 2016 274,999 $ 0.44 Vested (75,000) 0.44 Unvested balance at June 30, 2017 199,999 $ 0.44 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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: NSC Westpark Contingently Contingently Issuable Warrants Issuable Warrants Total Fair value, December 31, 2016 $ 302 $ 12 $ 314 Change in fair value 448 3 451 Conversion into common shares (750) - (750) Change in fair value of convertible notes warrants - (15) (15) Fair value, June 30, 2017 $ - $ - $ - |
Organization and Description 19
Organization and Description of Business (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 26, 2017 | Jun. 30, 2017 | |
Stock Issued During Period, Value, New Issues | $ 948,000 | |
IPO [Member] | ||
Stock Issued During Period, Value, New Issues | $ 6,325,000 | |
Shares Issued, Price Per Share | $ 6 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 34,500,000 | |
Over-Allotment Option [Member] | ||
Stock Issued During Period, Value, New Issues | $ 825,000 |
Significant Accounting Polici20
Significant Accounting Policies (Details Textual) - USD ($) | Mar. 13, 2017 | Jun. 26, 2017 | Jul. 31, 2016 | Oct. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Stock Issued During Period, Shares, New Issues | 83,333 | ||||||
Preferred Stock, Dividend Rate, Percentage | 2.50% | ||||||
Research and Development in Process | $ 49,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 948,000 | ||||||
Debt Instrument, Decrease, Forgiveness | $ 3,000,000 | ||||||
Stockholders' Equity, Reverse Stock Split | 3.0-to-1.0 reverse stock split | ||||||
Warrant [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 127,488 | ||||||
Restricted Stock [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 199,999 | 274,999 | |||||
Convertible Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 83,532 | ||||||
Common Stock issuable [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 49,000 |
Allocation (Details Textual)
Allocation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allocated Share-based Compensation Expense | $ 100,000 | $ 70,000 | $ 200,000 | $ 200,000 |
IPO [Member] | ||||
Allocated Share-based Compensation Expense | $ 600,000 | |||
Research and Development Expense [Member] | ||||
Share Based Compensation Allocation Percentage | 50.00% | |||
General and Administrative Expense [Member] | ||||
Share Based Compensation Allocation Percentage | 50.00% |
Related Party Agreements (Detai
Related Party Agreements (Details Textual) - USD ($) | May 15, 2017 | Sep. 13, 2016 | Jun. 12, 2015 | Jun. 26, 2017 | Feb. 17, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | May 17, 2017 | Sep. 30, 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%). | |||||||||||
Interest Expense, Debt | $ 300,000 | |||||||||||
Stock Issued During Period, Value, New Issues | 948,000 | |||||||||||
Stockholders' Equity, Period Increase (Decrease) | 632,000 | |||||||||||
IPO [Member] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,325,000 | |||||||||||
Shares Issued, Price Per Share | $ 6 | |||||||||||
Deferred Offering Costs | $ 2,300,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Stock Issued During Period, Value, New Issues | 0 | |||||||||||
Stockholders' Equity, Period Increase (Decrease) | 0 | |||||||||||
Fortress Note [Member] | ||||||||||||
Annual Consulting Fee | 300,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Long-term Debt | $ 3,500,000 | 3,500,000 | ||||||||||
Interest Expense, Debt | $ 16,000 | $ 43,000 | 74,000 | $ 72,000 | ||||||||
Fortress Note [Member] | Maximum [Member] | ||||||||||||
Annual Consulting Fee | $ 400,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||||
Fortress Note [Member] | Minimum [Member] | ||||||||||||
Annual Consulting Fee | $ 100,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | |||||||||
Fortress Note [Member] | IPO [Member] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 158,125 | |||||||||||
Stockholders' Equity, Period Increase (Decrease) | $ 500,000 | |||||||||||
Percentage Of Conversion Shares | 2.50% | |||||||||||
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 | $ 23,000 | 15,000 | $ 38,000 | 30,000 | |||||||
Chord Advisors, LLC [Member] | Prior to Public Company [Member] | ||||||||||||
Annual Advisory Service Fee | $ 5,000 | |||||||||||
Asset Management Income [Member] | ||||||||||||
Annual Consulting Fee | $ 500,000 | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 | |||||||
Increase In Annual Consulting Fee | 1,000,000 | |||||||||||
Excess In Net Assets Value | 100,000,000 | |||||||||||
Asset Management Income [Member] | IPO [Member] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 166,666 | |||||||||||
Due to Related Parties, Current | $ 1,000,000 | |||||||||||
Shares Issued, Price Per Share | $ 6 | |||||||||||
AR Founders Agreement [Member] | ||||||||||||
Amended Founders Agreements Terms | 15 years | |||||||||||
AR Founders Agreement [Member] | Common Stock [Member] | ||||||||||||
Number of shares Exchanged | 2,500,000 | |||||||||||
Fortress Biotech, Inc [Member] | ||||||||||||
Long-term Debt, Gross | $ 3,000,000 | |||||||||||
Preferred Class A [Member] | AR Founders Agreement [Member] | ||||||||||||
Number of shares Exchanged | 83,333 | |||||||||||
Common Class A [Member] | AR Founders Agreement [Member] | ||||||||||||
Number of shares Exchanged | 2,300,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Note Payable, Net Amortization of debt discount | $ 68 | $ 60 | |
Note Payable, Net NSC notes payable, long term | 394 | $ 1,826 | |
NSC Notes Memebers [Member] | |||
Note Payable balance | 3,000 | $ 3,000 | |
Note Payable Less: NSC notes payable, short term | (2,500) | ||
Note Payable NSC notes payable, long term | 500 | ||
Discount Beginning | (174) | ||
Discount Amortization Of debt discount | 68 | ||
Discount Ending | (106) | ||
Discount Less: NSC notes payable, short term | 0 | ||
Discount NSC notes payable, long term | (106) | ||
Notes Payable, Net Beginning | 2,826 | ||
Note Payable, Net Amortization of debt discount | 68 | ||
Notes Payable, Net Ending | 2,894 | ||
Note Payable, Net Less: NSC notes payable, short term | (2,500) | ||
Note Payable, Net NSC notes payable, long term | $ 394 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - NSC Notes Memebers [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Debt Instrument, Face Amount | $ 3 |
Debt Instrument, Term | 30 months |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Units, Unvested Beginning Balance | shares | 274,999 |
Number of Units, Vested | shares | (75,000) |
Number of Units, Unvested Ending Balance | shares | 199,999 |
Weighted Average Grant Date Fair Value, Unvested Beginning Balance | $ / shares | $ 0.44 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0.44 |
Weighted Average Grant Date Fair Value, Unvested Ending Balance | $ / shares | $ 0.44 |
Stockholders_ Equity (Details T
Stockholders’ Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Share-based Compensation | $ 24,000 | $ 18,000 | ||||
Share Price | $ 6 | |||||
Stock Issued During Period, Value, New Issues | 948,000 | |||||
Proceeds from Issuance of Common Stock | 37,950,000 | 0 | ||||
Stock Issued During Period, Shares, Issued for Services | 166,666 | |||||
Stock Issued During Period, Value, Issued for Services | $ 1 | 34,503,000 | ||||
Fortress Notes [Member] | ||||||
Share Price | $ 6 | |||||
Stock Issued During Period, Value, New Issues | $ 158,125 | |||||
Other Fees and Commissions, Percentage | 2.50% | |||||
Fortress Notes [Member] | General and Administrative Expense [Member] | ||||||
Proceeds from Issuance of Common Stock | $ 948,000 | |||||
IPO [Member] | ||||||
Share Price | $ 6 | |||||
Stock Issued During Period, Value, New Issues | $ 6,325,000 | |||||
Proceeds from Issuance Initial Public Offering | 34,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 825,000 | |||||
NSC Note [Member] | ||||||
Conversion of Stock, Description | As a result, the Company issued 125,000 warrants with an exercise price of par value and a ten-year term. As a result of this transaction, the Company recorded the fair value of these warrants of approximately $750,000 as an increase to additional paid in capital on the unaudited Condensed Balance Sheets | |||||
West Park [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 4.02 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 2,488 | |||||
West Park [Member] | IPO [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 4.02 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 2,488 | |||||
Share Price | $ 6 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation | $ 19,000 | $ 8,000 | 24,000 | $ 18,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 15,000 | $ 15,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 7 months 6 days | |||||
Preferred Class A [Member] | ||||||
Preferred Stock, Shares Authorized | 83,333 | 83,333 | ||||
Common Stock, Shares Authorized | 83,333 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Conversion into common shares | $ (1,000) | $ 0 |
Change in fair value of convertible notes warrants | (15) | $ 0 |
NSC Contingently Issuable Warrants [Member] | ||
Fair value, Beginning Balance | 302 | |
Change in fair value | 448 | |
Conversion into common shares | (750) | |
Change in fair value of convertible notes warrants | 0 | |
Fair value, Ending Balance | 0 | |
Westpark Contingently Issuable Warrants [Member] | ||
Fair value, Beginning Balance | 12 | |
Change in fair value | 3 | |
Conversion into common shares | 0 | |
Change in fair value of convertible notes warrants | (15) | |
Fair value, Ending Balance | 0 | |
Warrant [Member] | ||
Fair value, Beginning Balance | 314 | |
Change in fair value | 451 | |
Conversion into common shares | (750) | |
Change in fair value of convertible notes warrants | (15) | |
Fair value, Ending Balance | $ 0 |
Fair Value Measurement (Detai28
Fair Value Measurement (Details Textual) - USD ($) | 1 Months Ended | ||
Jun. 26, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 0 | $ 314,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
NSC Notes [Member] | |||
Debt Instrument, Face Amount | $ 3,000,000 | ||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 125,000 | ||
West Park [Member] | |||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 2,488 | ||
Common Stock, Par or Stated Value Per Share | $ 4.02 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jul. 25, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jul. 05, 2017 | Jun. 26, 2017 | Mar. 15, 2015 | |
Subsequent Event [Line Items] | ||||||||
Interest Expense, Debt | $ 300,000 | |||||||
NSC Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||
Fortress Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Long-term Debt | $ 3,500,000 | 3,500,000 | ||||||
Interest Expense, Debt | $ 16,000 | $ 43,000 | $ 74,000 | $ 72,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
Subsequent Event [Member] | NSC Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||
Interest Receivable | $ 2,000 | |||||||
Subsequent Event [Member] | Fortress Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Long-term Debt | $ 3,500,000 | |||||||
Interest Expense, Debt | $ 100,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |