Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | AVENUE THERAPEUTICS, INC. | |
Entity Central Index Key | 0001644963 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ATXI | |
Entity Common Stock, Shares Outstanding | 16,559,247 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 29,448 | $ 2,671 |
Deferred financing costs | 61 | 1,702 |
Prepaid expenses and other current assets | 254 | 152 |
Total Assets | 29,763 | 4,525 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 9,326 | 4,669 |
Accounts payable and accrued expenses - related party | 86 | 487 |
Total current liabilities | 9,412 | 5,156 |
Total Liabilities | 9,412 | 5,156 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Common Stock ($0.0001 par value), 50,000,000 shares authorized Common shares; 16,557,122 and 10,667,714 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 2 | 1 |
Additional paid-in capital | 73,827 | 41,577 |
Accumulated deficit | (53,478) | (42,209) |
Total Stockholders' Equity (Deficit) | 20,351 | (631) |
Total Liabilities and Stockholders' Equity (Deficit) | 29,763 | 4,525 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock ($0.0001 par value), 2,000,000 shares authorized Class A Preferred Stock, 250,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018 | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 16,557,122 | 10,667,714 |
Common Stock, Shares, Outstanding | 16,557,122 | 10,667,714 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 250,000 | 250,000 |
Preferred Stock, Shares Outstanding | 250,000 | 250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 10,241 | $ 9,439 |
General and administrative | 1,119 | 986 |
Loss from operations | (11,360) | (10,425) |
Interest income | (91) | (48) |
Net Loss | $ (11,269) | $ (10,377) |
Net loss per common share outstanding, basic and diluted | $ (0.82) | $ (1.03) |
Weighted average number of common shares outstanding, basic and diluted | 13,742,649 | 10,099,331 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A Preferred Shares | Common Shares | Common Shares Issuable | Additional paid-in capital | Accumulated deficit |
Balance at Dec. 31, 2017 | $ 19,380 | $ 0 | $ 1 | $ 1,103 | $ 38,937 | $ (20,661) |
Balance (Shares) at Dec. 31, 2017 | 250,000 | 10,265,083 | 273,837 | |||
Share based compensation | 350 | $ 0 | $ 0 | $ 0 | 350 | 0 |
Share based compensation (in shares) | 0 | 0 | 0 | |||
Issuance of common shares, net of costs (in shares) | 0 | |||||
Issuance of common shares - Founders Agreement | 0 | $ 0 | $ 0 | $ (1,103) | 1,103 | 0 |
Issuance of common shares - Founders Agreement (in shares) | 273,837 | (273,837) | ||||
Exercise of warrants under the NSC Note | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Exercise of warrants under the NSC Note (in shares) | 0 | 13,125 | 0 | |||
Net loss | (10,377) | $ 0 | $ 0 | $ 0 | 0 | (10,377) |
Balance at Mar. 31, 2018 | 9,353 | $ 0 | $ 1 | $ 0 | 40,390 | (31,038) |
Balance (Shares) at Mar. 31, 2018 | 250,000 | 10,552,045 | 0 | |||
Balance at Dec. 31, 2018 | (631) | $ 0 | $ 1 | 41,577 | (42,209) | |
Balance (Shares) at Dec. 31, 2018 | 250,000 | 10,667,714 | ||||
Share based compensation | 751 | $ 0 | $ 0 | 751 | 0 | |
Share based compensation (in shares) | 0 | 0 | ||||
Issuance of common shares, net of costs | 31,500 | $ 0 | $ 1 | 31,499 | 0 | |
Issuance of common shares, net of costs (in shares) | 0 | 5,833,333 | ||||
Exercise of warrants under the NSC Note | 0 | $ 0 | $ 0 | 0 | 0 | |
Exercise of warrants under the NSC Note (in shares) | 0 | 56,075 | ||||
Net loss | (11,269) | $ 0 | $ 0 | 0 | (11,269) | |
Balance at Mar. 31, 2019 | $ 20,351 | $ 0 | $ 2 | $ 73,827 | $ (53,478) | |
Balance (Shares) at Mar. 31, 2019 | 250,000 | 16,557,122 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (11,269) | $ (10,377) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 751 | 350 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (102) | 78 |
Accounts payable and accrued expenses | 5,453 | 3,016 |
Accounts payable and accrued expenses - related party | (401) | 114 |
Net cash used in operating activities | (5,568) | (6,819) |
Cash flows from investing activities: | ||
Maturity of Short-term investments (certificates of deposits) | 0 | 10,000 |
Net cash provided by investing activities | 0 | 10,000 |
Cash flows from financing activities: | ||
Issuance of common shares | 35,000 | 0 |
Offering costs | (2,655) | 0 |
Net cash provided by financing activities | 32,345 | 0 |
Net change in cash | 26,777 | 3,181 |
Cash and cash equivalents, beginning of period | 2,671 | 11,782 |
Cash and cash equivalents, end of period | 29,448 | 14,963 |
Non-cash financing activities: | ||
Unpaid offering costs | $ 12 | $ 0 |
Organization, Plan of Business
Organization, Plan of Business Operations | 3 Months Ended |
Mar. 31, 2019 | |
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 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 is focused on developing its product candidate, an intravenous (“IV”) formulation of tramadol HCI (“IV Tramadol”), for moderate to moderately severe post-operative pain. Stock Purchase and Merger Agreement On November 12, 2018, the Company and InvaGen Pharmaceuticals Inc. (“InvaGen”), entered into definitive agreements with two closing stages for a proposed acquisition of the Company for a total aggregate consideration of $215.0 million. The Stock Purchase and Merger Agreement (the “SPMA”) was approved by a majority of the Company’s stockholders, including a majority of its non-affiliated stockholders, at its special shareholder meeting on February 6, 2019. On February 8, 2019, InvaGen acquired 5,833,333 shares of the Company’s common stock at $6.00 per share (the Stock Purchase Transaction”) for net proceeds of $31.5 million after deducting commission fees and other offering costs, representing a 33.3% stake in the Company’s capital stock on a fully diluted basis. At the second stage closing, InvaGen will acquire the remaining shares of Avenue’s common stock, pursuant to a reverse triangular merger with Avenue remaining as the surviving entity, for up to $180.0 million in the aggregate (the Merger Transaction”). The second stage closing is subject to the satisfaction of certain closing conditions, including conditions pertaining to U.S. Food and Drug Administration approval, labeling, scheduling and the absence of any Risk Evaluation and Mitigation Strategy or similar restrictions in effect with respect to IV Tramadol, as well as the expiration of any waiting period applicable to the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to the terms and conditions described in the SPMA, InvaGen may also provide interim financing to the Company in an amount of up to $7.0 million during the time period between the Stock Purchase Transaction (which occurred on February 8, 2019) and the Merger Transaction. Any amounts drawn on the interim financing will be deducted from the aggregate consideration payable to the Company’s stockholders by virtue of the Merger Transaction. There have been no amounts drawn upon this interim financing as of March 31, 2019. Liquidity and Capital Resources The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future as it executes on its product development plan and may never become profitable. As of March 31, 2019, the Company had an accumulated deficit of $53.5 million. The Company believes that its cash and cash equivalents as of March 31, 2019, as well as its ability for interim financing of $7.0 million from InvaGen, will enable the Company to continue to fund operations in the normal course of business for more than a twelve-month period from the date of filing this Quarterly Report on Form 10-Q. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 — Significant Accounting Policies 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 (“U.S. 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 U.S 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 U.S. GAAP have been condensed or omitted. These unaudited interim condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Therefore, these unaudited interim condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2018, which were included in the Company’s Form 10-K, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2019. 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 Company has no subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Summary of Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as described in Note 2 in its audited financial statements for the year ended December 31, 2018 included in the Company’s Form 10-K. 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 and stock options, 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. The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented: For the Three Months Ended March 31, March 31, 2019 2018 Restricted stock units/awards 1,065,317 714,999 Preferred shares 250,000 250,000 Options - 20,000 Total potential dilutive effect 1,315,317 984,999 Recently Adopted Accounting Standards In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU 2018-07 in the first quarter of 2019 and its adoption did not have a material impact on the Company’s unaudited condensed financial statements. |
Related Party Agreements
Related Party Agreements | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 3 — Related Party Agreements Management Services Agreement with Fortress Effective as of February 17, 2015 , Fortress entered into a Management Services Agreement (the “MSA”) with Avenue to provide advisory and consulting services to Avenue for a period of five (5) years. 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 million (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year, provided, however, that such Annual Consulting Fee shall be increased to $1.0 million for each calendar year in which Avenue has net assets in excess of $100.0 million at the beginning of the calendar year. For the three months ended March 31, 2019 and 2018 , the Company had expenses related to the MSA of $0 and approximately $0.1 million, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 4 — Accounts Payable and Accrued Expenses Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2019 2018 Accounts payable $ 7,259 $ 3,089 Accrued employee compensation 130 463 Accrued contracted services and other 1,937 1,117 Accounts payable and accrued expenses $ 9,326 $ 4,669 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5 — Stockholders’ Equity Stock Purchase Transaction On February 8, 2019, InvaGen acquired 5,833,333 shares of the Company’s common stock at $6.00 per share for net proceeds of $31.5 million after deducting commission fees and other offering costs, representing a 33.3% stake in the Company’s capital stock on a fully diluted basis. Equity Incentive Plan The Company has in effect the 2015 Incentive Plan (“2015 Incentive Plan”). The 2015 Incentive Plan was adopted in January 2015 by our stockholders. Under the 2015 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to directors, officers, employees and consultants. The plan authorizes grants to issue up to 2,000,000 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant. Restricted Stock Units and Restricted Stock Awards The following table summarizes restricted stock unit and award activity for the three months ended March 31, 2019: Number of Units and Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2018 1,104,643 $ 4.45 Granted 50,000 $ 5.75 Vested (89,326 ) $ 5.75 Unvested balance at March 31, 2019 1,065,317 $ 4.41 For the three months ended March 31, 2019 and 2018, stock-based compensation expenses associated with the amortization of restricted stock units and restricted stock awards for employees and non-employees were approximately $0.8 million and $0.4 million, respectively. At March 31, 2019, the Company had unrecognized stock-based compensation expense related to restricted stock units and restricted stock awards of $2.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.7 years. Stock Options The following table summarizes stock option award activity for the three months ended March 31, 2019: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding, December 31, 2018 20,000 $ 6.29 3.63 Cancelled/forfeited (20,000 ) 6.29 - Outstanding, March 31, 2019 - $ - - Stock Warrants The following table summarizes the warrant activity for the three months ended March 31, 2019: Warrants Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2018 102,597 $ 0.0976 $ 544 Exercised (56,075 ) $ 0.0001 - Outstanding, March 31, 2019 46,522 $ 0.2151 $ 211 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 (“U.S. 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 U.S 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 U.S. GAAP have been condensed or omitted. These unaudited interim condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Therefore, these unaudited interim condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2018, which were included in the Company’s Form 10-K, and filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2019. 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 Company has no subsidiaries. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Summary Of Significant Accounting [Policy Text Block] | Summary of Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as described in Note 2 in its audited financial statements for the year ended December 31, 2018 included in the Company’s Form 10-K. |
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 and stock options, 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. The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented: For the Three Months Ended March 31, March 31, 2019 2018 Restricted stock units/awards 1,065,317 714,999 Preferred shares 250,000 250,000 Options - 20,000 Total potential dilutive effect 1,315,317 984,999 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updated (“ASU”) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU 2018-07 in the first quarter of 2019 and its adoption did not have a material impact on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] | The following table sets forth the common shares that could potentially dilute basic income per share in the future that were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented: For the Three Months Ended March 31, March 31, 2019 2018 Restricted stock units/awards 1,065,317 714,999 Preferred shares 250,000 250,000 Options - 20,000 Total potential dilutive effect 1,315,317 984,999 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2019 2018 Accounts payable $ 7,259 $ 3,089 Accrued employee compensation 130 463 Accrued contracted services and other 1,937 1,117 Accounts payable and accrued expenses $ 9,326 $ 4,669 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] | The following table summarizes restricted stock unit and award activity for the three months ended March 31, 2019: Number of Units and Awards Weighted Average Grant Date Fair Value Unvested balance at December 31, 2018 1,104,643 $ 4.45 Granted 50,000 $ 5.75 Vested (89,326 ) $ 5.75 Unvested balance at March 31, 2019 1,065,317 $ 4.41 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option award activity for the three months ended March 31, 2019: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding, December 31, 2018 20,000 $ 6.29 3.63 Cancelled/forfeited (20,000 ) 6.29 - Outstanding, March 31, 2019 - $ - - |
Share-based Compensation, Activity [Table Text Block] | The following table summarizes the warrant activity for the three months ended March 31, 2019: Warrants Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2018 102,597 $ 0.0976 $ 544 Exercised (56,075 ) $ 0.0001 - Outstanding, March 31, 2019 46,522 $ 0.2151 $ 211 |
Organization, Plan of Busines_2
Organization, Plan of Business Operations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2019 | Nov. 12, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Retained Earnings (Accumulated Deficit) | $ (53,478) | $ (42,209) | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,833,333 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 31,500 | |||
Business Acquisition, Share Price | $ 6 | |||
Line of Credit [Member] | ||||
Interim Financing Amount | $ 7,000 | |||
Invagen Pharmaceuticals Inc [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,833,333 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 31,500 | 215,000 | ||
Business Acquisition, Share Price | $ 6 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 33.30% | |||
Invagen Pharmaceuticals Inc [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Value, Acquisitions | $ 180,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total potential dilutive effect shares outstanding | 1,315,317 | 984,999 |
Restricted stock units/awards | ||
Total potential dilutive effect shares outstanding | 1,065,317 | 714,999 |
Preferred shares | ||
Total potential dilutive effect shares outstanding | 250,000 | 250,000 |
Options | ||
Total potential dilutive effect shares outstanding | 0 | 20,000 |
Related Party Agreements (Detai
Related Party Agreements (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 17, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | |
Service Agreement Expenses | $ 0 | $ 0.1 | |
Asset Management Income [Member] | |||
Annual Consulting Fee | $ 0.5 | ||
Increase In Annual Consulting Fee | 1 | ||
Excess In Net Assets Value | $ 100 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts payable | $ 7,259 | $ 3,089 |
Accrued employee compensation | 130 | 463 |
Accrued contracted services and other | 1,937 | 1,117 |
Accounts payable and accrued expenses | $ 9,326 | $ 4,669 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Units, Unvested Beginning Balance | shares | 1,104,643 |
Number of Units, Granted | shares | 50,000 |
Number of Units, Vested | shares | (89,326) |
Number of Units, Unvested Ending Balance | shares | 1,065,317 |
Weighted Average Grant Date Fair Value, Unvested Beginning Balance | $ / shares | $ 4.45 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.75 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.75 |
Weighted Average Grant Date Fair Value, Unvested Ending Balance | $ / shares | $ 4.41 |
Stockholders' Equity (Details1)
Stockholders' Equity (Details1) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Stock Options, Outstanding, Begining | shares | 20,000 |
Cancelled/forfeited | shares | (20,000) |
Stock Options, Outstanding, Ending | shares | 0 |
Weighted Average Exercise Price, Outstanding, Begining | $ / shares | $ 6.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares | 6.29 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ 0 |
Weighted Average Remaining Contractual Life | 3 years 7 months 17 days |
Stockholders' Equity (Details2)
Stockholders' Equity (Details2) - Warrant [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Units, Unvested Beginning Balance | 102,597 | |
Warrants, Exercise | (56,075) | |
Number of Units, Unvested Ending Balance | 46,522 | |
Weighted Average Exercise Price, Outstanding | $ 0.0976 | |
Weighted Average Exercise Price, Exercised | 0.0001 | |
Weighted Average Exercise Price, Outstanding | $ 0.2151 | |
Aggregate Intrinsic Value | $ 211 | $ 544 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Nov. 12, 2018 |
Share-based Compensation | $ 751 | $ 350 | ||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 31,500 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,833,333 | |||
Business Acquisition, Share Price | $ 6 | |||
Invagen Pharmaceuticals Inc [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 31,500 | $ 215,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,833,333 | |||
Business Acquisition, Share Price | $ 6 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 33.30% | |||
2015 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | 10 years | |||
Restricted Stock [Member] | ||||
Share-based Compensation | $ 800 | $ 400 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 2,300 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days |