Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Checkpoint Therapeutics, Inc. | |
Entity Central Index Key | 1,651,407 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,000,000 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,045,876 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 39,354 | $ 50,418 |
Prepaid expenses and other assets | 24 | 171 |
Other receivables - related party | 574 | 65 |
Total current assets | 39,952 | 50,654 |
Total Assets | 39,952 | 50,654 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 4,166 | 1,288 |
Accounts payable and accrued expenses - related party | 293 | 502 |
Total current liabilities | 4,459 | 1,790 |
Note payable, long-term (net of debt discount of $0 and $324 at September 30, 2016 and December 31, 2015, respectively) | 0 | 2,468 |
Total Liabilities | 4,459 | 4,258 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common Stock Value | 2 | 1 |
Common stock issuable, 0 and 688,755 shares as of September 30, 2016 and December 31, 2015, respectively | 0 | 3,024 |
Additional paid-in capital | 63,520 | 57,262 |
Accumulated deficit | (28,030) | (13,892) |
Total Stockholders’ Equity | 35,493 | 46,396 |
Total Liabilities and Stockholders’ Equity | 39,952 | 50,654 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common Stock Value | 1 | 1 |
Total Stockholders’ Equity | $ 1 | $ 1 |
Condensed Balance Sheets _Paren
Condensed Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument, Unamortized Discount | $ 0 | $ 324 |
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 | 17,045,876 | 15,989,315 |
Common Stock, Shares, Outstanding | 17,045,876 | 15,989,315 |
Common Stock, Shares Subscribed but Unissued | 0 | 688,755 |
Common Class A [Member] | ||
Common Stock, Shares Authorized | 15,000,000 | |
Common Stock, Shares, Issued | 7,000,000 | 7,000,000 |
Common Stock, Shares, Outstanding | 7,000,000 | 7,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue - related party | $ 546 | $ 25 | $ 2,072 | $ 525 |
Operating expenses: | ||||
Research and development | 4,713 | 3,485 | 12,524 | 5,964 |
General and administrative | 972 | 219 | 3,377 | 332 |
Total operating expenses | 5,685 | 3,704 | 15,901 | 6,296 |
Loss from operations | (5,139) | (3,679) | (13,829) | (5,771) |
Other income (expense) | ||||
Interest income | 11 | 0 | 35 | 0 |
Interest expense | 0 | (70) | (344) | (70) |
Total other income (expense) | 11 | (70) | (309) | (70) |
Net Loss | $ (5,128) | $ (3,749) | $ (14,138) | $ (5,841) |
Loss per Share: | ||||
Basic and diluted net loss per common share outstanding | $ (0.24) | $ (0.44) | $ (0.66) | $ (0.71) |
Basic and diluted weighted average number of common shares outstanding | 21,798,280 | 8,528,824 | 21,435,202 | 8,271,618 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] |
Balances at Dec. 31, 2015 | $ 46,396 | $ 1 | $ 3,024 | $ 57,262 | $ (13,892) | $ 1 |
Balances (in Shares) at Dec. 31, 2015 | 15,989,315 | 7,000,000 | ||||
Issuance of common shares and warrants for cash | 570 | $ 0 | 0 | 570 | 0 | $ 0 |
Issuance of common shares and warrants for cash (in Shares) | 126,640 | 0 | ||||
Stock-based compensation expenses | 2,651 | $ 0 | 0 | 2,651 | 0 | $ 0 |
Stock-based compensation expenses (in Shares) | 238,000 | 0 | ||||
Issuance of common shares - Founders Agreement | 14 | $ 1 | (3,024) | 3,037 | 0 | $ 0 |
Issuance of common shares - Founders Agreement (in Shares) | 691,921 | 0 | ||||
Net loss | (14,138) | $ 0 | 0 | 0 | (14,138) | $ 0 |
Balances at Sep. 30, 2016 | $ 35,493 | $ 2 | $ 0 | $ 63,520 | $ (28,030) | $ 1 |
Balances (in Shares) at Sep. 30, 2016 | 17,045,876 | 7,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,138) | $ (5,841) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expenses | 2,651 | 2,084 |
Issuance of common shares - Founders Agreement | 14 | 0 |
Issuance of common shares for license expenses | 0 | 633 |
Amortization of debt discount | 324 | 28 |
Research and development-licenses acquired, expensed | 3,060 | 2,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 147 | (78) |
Other receivables - related party | (509) | (1) |
Accounts payable and accrued expenses | 2,669 | 794 |
Net cash used in operating activities | (5,782) | (381) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | (3,060) | (2,000) |
Net cash used in investing activities | (3,060) | (2,000) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable, net of debt discount | 0 | 2,554 |
Payment of note payable | (2,792) | 0 |
Proceeds from issuance of common stock, net of offering costs of $0 and $1,507, respectively | 570 | 11,068 |
Net cash (used in) provided by financing activities | (2,222) | 13,622 |
Net (decrease) increase in cash | (11,064) | 11,241 |
Cash at beginning of period | 50,418 | 0 |
Cash at end of period | 39,354 | 11,241 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 20 | $ 0 |
Condensed Statements of Cash F7
Condensed Statements of Cash Flows [Parenthetical] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Payments of Stock Issuance Costs | $ 0 | $ 1,507 |
Organization and Description of
Organization and Description of Business Operations | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 Organization and Description of Business Operations Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) was incorporated in Delaware on November 10, 2014. Checkpoint is an immuno-oncology biopharmaceutical company focused on the acquisition, development and commercialization of novel, non-chemotherapy, immune-enhanced combination treatments for patients with solid tumor cancers. The Company may acquire rights to these technologies by licensing the rights or otherwise acquiring an ownership interest in the technologies, funding their research and development and eventually either out-licensing or bringing the technologies to market. The Company is a majority controlled subsidiary of Fortress Biotech, Inc. (“Fortress”). The Company’s common stock is listed on the OTCQX market and trades under the symbol “CKPT.” 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 and may never become profitable. As of September 30, 2016, the Company had an accumulated deficit of $ 28.0 On February 23, 2016, the Company closed on gross proceeds of $ 0.6 10,000 3,500 7.00 45,000 The Company expects to use the proceeds from the above transaction primarily for general corporate purposes, which may include financing the Company’s growth, developing new or existing product candidates, and funding capital expenditures, acquisitions and investments. The Company currently anticipates that its cash and cash equivalents balances at September 30, 2016, are sufficient to fund its anticipated operating cash requirements for approximately the next 18 to 21 months. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
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. 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. They may not include all of the information and footnotes required by GAAP for complete financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Other receivables consist of amounts due to the Company for reimbursement costs from TG Therapeutics, Inc. (“TGTX”), a related party, and are recorded at the invoiced amount. Research and Development Costs 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 achieved. 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, laboratory costs and other supplies. In accordance with Accounting Standards Codification (“ASC”) 730-10-25-1, Research and Development Under the Founder’s Agreement with Checkpoint dated March 17, 2015 and amended and restated on July 11, 2016, Fortress is entitled to an annual fee on each anniversary of the Agreement equal to 2.5 The Company recorded the Annual Equity Fee in connection with the Founders Agreement with Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices and shares outstanding cannot be estimated prior to the issuance of the Annual Equity Fee due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company has concluded that it is unable to reasonably estimate the contingent consideration until shares are actually issued on March 17 of each year. Because the issuance of shares on March 17, 2016 occurred prior to the issuance of the December 31, 2015 financial statements, the Company recorded $ 3.0 The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, the Company re-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 stock-based compensation expense in the period of change. The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this 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. Reimbursement Arrangements and Collaborative Arrangements The Company is reimbursed by TGTX, a related party, for their share of the cost of the license and future milestone payments that are payable to Dana-Farber Cancer Institute pursuant to the license agreement, for costs incurred as part of the Sponsored Research Agreement between the Company and NeuPharma, Inc. (“NeuPharma”), and for certain development and patent costs incurred pursuant to the sublicense agreement for CK-103 (see Note 3). The gross amount of these reimbursed costs are reported as revenue in the accompanying Statements of Operations. The Company acts as a principal, bears credit risk and may perform part of the services required in the transactions. Consistent with ASC 605-45-15 these reimbursements are treated as revenue to the Company. The actual expenses creating the reimbursements are reflected as research and development expenses. The Company recognizes revenue for the performance of services or the shipment of products when each of the following four criteria is met: (i) persuasive evidence of an arrangement exists; (ii) products are delivered or as services are rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. The Company follows ASC 605-25, Revenue Recognition - Multiple-Element Arrangements Collaborative Arrangements ASC 605-25 provides guidance relating to the separability of deliverables included in an arrangement into different units of accounting and the allocation of arrangement consideration to the units of accounting. The evaluation of multiple-element arrangements requires management to make judgments about (i) the identification of deliverables, (ii) whether such deliverables are separable from the other aspects of the contractual relationship, (iii) the estimated selling price of each deliverable, and (iv) the expected period of performance for each deliverable. To determine the units of accounting under a multiple-element arrangement, management evaluates certain separation criteria, including whether the deliverables have stand-alone value, based on the relevant facts and circumstances for each arrangement. Management then estimates the selling price for each unit of accounting and allocates the arrangement consideration to each unit utilizing the relative selling price method. The allocated consideration for each unit of accounting is recognized over the related obligation period in accordance with the applicable revenue recognition criteria. If there are deliverables in an arrangement that are not separable from other aspects of the contractual relationship, they are treated as a combined unit of accounting, with the allocated revenue for the combined unit recognized in a manner consistent with the revenue recognition applicable to the final deliverable in the combined unit. Payments received prior to satisfying the relevant revenue recognition criteria are recorded as deferred revenue in the Balance Sheet and recognized as revenue in the Condensed Statements of Operations when the related revenue recognition criteria are met. See Note 3 for a description of the collaborative arrangement. Revenue Recognition Milestone Method The Company follows ASC 605-28, Revenue RecognitionMilestone Method 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. The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding 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. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of warrants, as their inclusion would be anti-dilutive. There are 2,222,375 1,500,000 4,331,106 980,250 In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The Company does not expect this standard to have a material impact on its upon adoption In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU 2016-08”). The purpose of ASU 2016-08 is to clarify the implementation of guidance on principal versus agent considerations. The amendments in ASU 2016-08 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of implementation and transition approach of ASU 2016-08 on the condensed financial statements and related disclosures, including the impact the new ASU will have on its collaborative arrangements accounted for pursuant to ASC 808. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2016 | |
Licenses Acquired [Abstract] | |
Licenses Acquired [Text Block] | Note 3 License Agreements Dana-Farber Cancer Institute In March 2015, the Company entered into an exclusive license agreement with Dana-Farber to develop a portfolio of fully human immuno-oncology targeted antibodies. Under the terms of the agreement, the Company paid Dana-Farber an up-front licensing fee of $ 1.0 500,000 32,500 0.065 5 10 136,830 0.6 21.5 60.0 In connection with the license agreement with Dana-Farber, the Company entered into a collaboration agreement with TGTX, a related party, to develop and commercialize the Anti-PD-L1 and Anti-GITR antibody research programs in the field of hematological malignancies, while the Company retains the right to develop and commercialize these antibodies in the field of solid tumors. Michael Weiss, Executive Chairman of the Board of Directors of Checkpoint and Fortress’ Executive Vice Chairman, Strategic Development, is also the Executive Chairman, Interim President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the collaboration agreement, TGTX paid the Company $0.5 million, representing a reimbursement for their share of the licensing fee, and the Company is eligible to receive substantive potential milestone payments up to an aggregate of approximately $ 21.5 7.0 14.5 60.0 0 25,000 20,000 0.5 NeuPharma, Inc. In March 2015, Fortress entered into an exclusive license agreement with NeuPharma to develop and commercialize novel irreversible, 3rd generation EGFR inhibitors, including CK-101, on a worldwide basis other than certain Asian countries. On the same date, Fortress assigned all of its right and interest in the EGFR inhibitors to the Company. Under the terms of the license agreement, the Company paid NeuPharma an up-front licensing fee of $ 1.0 40.0 22.5 40.0 In September 2016 the Company dosed the first patient in a Phase 1/2 clinical study of CK-101. Under the terms of the license agreement with NeuPharma, the Company expensed a non-refundable milestone payment of $ 1.0 In connection with the license agreement with NeuPharma, in March 2015, Fortress entered into an option agreement with TGTX, a related party, which agreement was assigned to the Company by Fortress on the same date, for a global collaboration with the future development of the certain compounds licensed. The option was extended by the Company and TGTX on July 8, 2016 for an additional 176 days, to December 31, 2016. Also in connection with the license agreement with NeuPharma, the Company entered into a Sponsored Research Agreement with NeuPharma for certain research and development activities. Effective January 11, 2016, TGTX agreed to assume all costs associated with this Sponsored Research Agreement and reimbursed the Company for all amounts previously paid by the Company. For the three and nine months ended September 30, 2016, the Company recognized $ 251,000 732,000 Teva Pharmaceutical Industries Ltd. (through its subsidiary, Cephalon, Inc.) In December 2015, Fortress entered into a license agreement with Teva Pharmaceutical Industries Ltd. through its subsidiary, Cephalon, Inc. (“Cephalon”). This agreement was assigned to the Company by Fortress on the same date. Under the terms of the license agreement, Checkpoint obtained an exclusive, worldwide license to Cephalon’s patents relating to CEP-8983 and its small molecule prodrug, CEP-9722, a PARP inhibitor, which the Company now refers to as CK-102. The Company paid Cephalon an up-front licensing fee of $ 0.5 220.0 206.5 Jubilant Biosys Limited In May 2016, the Company entered into a License Agreement with Jubilant Biosys Limited (“Jubilant”), whereby the Company obtained an exclusive, worldwide license to Jubilant’s family of patents covering compounds that inhibit BRD4, a member of the BET domain for cancer treatment, which the Company refers to as CK-103. Under the terms of the agreement, the Company paid Jubilant an up-front licensing fee of $ 2.0 89.0 59.5 89.0 In connection with the license agreement with Jubilant, the Company entered into a sublicense agreement with TGTX, a related party, to develop and commercialize the compounds licensed in the field of hematological malignancies, while the Company retains the right to develop and commercialize these compounds in the field of solid tumors. Michael Weiss, Executive Chairman of the Board of Directors of Checkpoint and Fortress’ Executive Vice Chairman, Strategic Development, is also the Executive Chairman, Interim President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the Sublicense Agreement, TGTX paid the Company $ 1.0 87.5 0.3 25.5 61.7 89.0 50 0.3 1.3 |
Related Party Agreements
Related Party Agreements | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 Related Party Agreements Founders Agreement and Management Services Agreement with Fortress Effective March 17, 2015, the Company entered into a Founders Agreement with Fortress, which was amended and restated on July 11, 2016 (the “Founders Agreement”). The Founders Agreement provides, that in exchange for the time and capital expended in the formation of Checkpoint and the identification of specific assets the acquisition of which resulted in the formation of a viable emerging growth life science company, the Company assumed $ 2.8 Effective March 17, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Fortress. Pursuant to the terms of the MSA, for a period of five (5) years, Fortress will render advisory and consulting services to the Company. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Checkpoint’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of the Company with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). The Company 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, the Company is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of our actions or inactions based upon their advice. Fortress and its affiliates, including all members of the Company’s Board of Directors, have been contractually exempt from fiduciary duties to the Company relating to corporate opportunities. In consideration for the Services, the Company will pay Fortress an annual consulting fee of $ 0.5 1.0 100 125,000 271,000 375,000 271,000 |
NSC Note
NSC Note | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 NSC Note In March 2015, Fortress closed the private placement of a promissory note for $ 10 2.8 139,592 25 10 2.8 324 The NSC Note had a maturity of 36 8 As of September 30, 2016, the Company’s portion of the NSC Note was $ 0 0 28 0 41,000 8 324 28 20,000 41,000 NSC Note Payable Discount NSC Note Payable, Net December 31, 2015 balance $ 2,792 $ (324) $ 2,468 Payment of NSC debt (2,792) - (2,792) Amortization of debt discount - 324 324 September 30, 2016 balance $ - $ - $ - |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 6 Stockholders’ Equity Common Stock The Company is authorized to issue 50,000,000 0.0001 15,000,000 7,000,000 number of votes per share equal to 1.1 times a fraction Offerings and Issuances of Common Stock and Warrants On February 23, 2016, the Company closed on proceeds of $ 0.6 10,000 3,500 7.00 45,000 126,640 44,324 Pursuant to the Founders Agreement, the Company issued 3,166 2.5 14,000 Also pursuant to the Founders Agreement, on March 17, 2016 the Company issued 688,755 2.5 Restricted Stock In March 2015, the Company issued a restricted stock grant to Dr. Marasco for services in connection with its Scientific Advisory Board. Dr. Marasco was issued a grant for 1.5 25 48 44.8 30 0.065 4.39 83 1.5 4.42 83 1.35 0.4 2.1 1.6 2.1 Certain employees and directors have been awarded restricted stock under our 2015 Incentive Plan. The Company incurred approximately $ 0.3 1.0 20,000 Weighted Average Grant Date Number of Units Fair Value Nonvested at December 31, 2015 2,500,000 $ 1.73 Granted 238,000 4.40 Vested (515,625) 0.07 Nonvested at September 30, 2016 2,222,375 $ 2.41 As of September 30, 2016, there was $ 4.5 1.98 This amount does not include 333,334 Total shares available for the issuance of stock-based awards under the Company’s 2015 Incentive Plan was 762,000 Warrants Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2015 4,286,782 $ 6.61 5.68 Granted 44,324 7.00 4.40 Outstanding as of September 30, 2016 4,331,106 $ 6.62 4.92 Upon the exercise of warrants, the Company will issue new shares of its common stock. Stock-Based Compensation Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development $ 411 $ 2,071 $ 1,635 $ 2,084 General and administrative 349 - 1,016 - Total stock-based compensation expense $ 760 $ 2,071 $ 2,651 $ 2,084 |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation 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. 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. They may not include all of the information and footnotes required by GAAP for complete financial statements |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Other Receivables Related Party Other receivables consist of amounts due to the Company for reimbursement costs from TG Therapeutics, Inc. (“TGTX”), a related party, and are recorded at the invoiced amount. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs 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 achieved. 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, laboratory costs and other supplies. In accordance with Accounting Standards Codification (“ASC”) 730-10-25-1, Research and Development |
Equity Method Investments, Policy [Policy Text Block] | Annual Equity Fee Under the Founder’s Agreement with Checkpoint dated March 17, 2015 and amended and restated on July 11, 2016, Fortress is entitled to an annual fee on each anniversary of the Agreement equal to 2.5 The Company recorded the Annual Equity Fee in connection with the Founders Agreement with Fortress as contingent consideration. Contingent consideration is recorded when probable and reasonably estimable. The Company’s future share prices and shares outstanding cannot be estimated prior to the issuance of the Annual Equity Fee due to the nature of its assets and the Company’s stage of development. Due to these uncertainties, the Company has concluded that it is unable to reasonably estimate the contingent consideration until shares are actually issued on March 17 of each year. Because the issuance of shares on March 17, 2016 occurred prior to the issuance of the December 31, 2015 financial statements, the Company recorded $ 3.0 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Expenses The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, the Company re-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 stock-based compensation expense in the period of change. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Reimbursement Arrangements and Collaborative Arrangements The Company is reimbursed by TGTX, a related party, for their share of the cost of the license and future milestone payments that are payable to Dana-Farber Cancer Institute pursuant to the license agreement, for costs incurred as part of the Sponsored Research Agreement between the Company and NeuPharma, Inc. (“NeuPharma”), and for certain development and patent costs incurred pursuant to the sublicense agreement for CK-103 (see Note 3). The gross amount of these reimbursed costs are reported as revenue in the accompanying Statements of Operations. The Company acts as a principal, bears credit risk and may perform part of the services required in the transactions. Consistent with ASC 605-45-15 these reimbursements are treated as revenue to the Company. The actual expenses creating the reimbursements are reflected as research and development expenses. The Company recognizes revenue for the performance of services or the shipment of products when each of the following four criteria is met: (i) persuasive evidence of an arrangement exists; (ii) products are delivered or as services are rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. The Company follows ASC 605-25, Revenue Recognition - Multiple-Element Arrangements Collaborative Arrangements ASC 605-25 provides guidance relating to the separability of deliverables included in an arrangement into different units of accounting and the allocation of arrangement consideration to the units of accounting. The evaluation of multiple-element arrangements requires management to make judgments about (i) the identification of deliverables, (ii) whether such deliverables are separable from the other aspects of the contractual relationship, (iii) the estimated selling price of each deliverable, and (iv) the expected period of performance for each deliverable. To determine the units of accounting under a multiple-element arrangement, management evaluates certain separation criteria, including whether the deliverables have stand-alone value, based on the relevant facts and circumstances for each arrangement. Management then estimates the selling price for each unit of accounting and allocates the arrangement consideration to each unit utilizing the relative selling price method. The allocated consideration for each unit of accounting is recognized over the related obligation period in accordance with the applicable revenue recognition criteria. If there are deliverables in an arrangement that are not separable from other aspects of the contractual relationship, they are treated as a combined unit of accounting, with the allocated revenue for the combined unit recognized in a manner consistent with the revenue recognition applicable to the final deliverable in the combined unit. Payments received prior to satisfying the relevant revenue recognition criteria are recorded as deferred revenue in the Balance Sheet and recognized as revenue in the Condensed Statements of Operations when the related revenue recognition criteria are met. See Note 3 for a description of the collaborative arrangement. Revenue Recognition Milestone Method The Company follows ASC 605-28, Revenue RecognitionMilestone Method |
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. The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding 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. Diluted net loss per share does not reflect the effect of shares of common stock to be issued upon the exercise of warrants, as their inclusion would be anti-dilutive. There are 2,222,375 1,500,000 4,331,106 980,250 |
New Accounting Pronouncements, Policy [Policy Text Block] | In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting The Company does not expect this standard to have a material impact on its upon adoption In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU 2016-08”). The purpose of ASU 2016-08 is to clarify the implementation of guidance on principal versus agent considerations. The amendments in ASU 2016-08 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of implementation and transition approach of ASU 2016-08 on the condensed financial statements and related disclosures, including the impact the new ASU will have on its collaborative arrangements accounted for pursuant to ASC 808. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) |
NSC Note (Tables)
NSC Note (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes the Company’s Amended NSC Note activities as of September 30, 2016 (in thousands). NSC Note Payable Discount NSC Note Payable, Net December 31, 2015 balance $ 2,792 $ (324) $ 2,468 Payment of NSC debt (2,792) - (2,792) Amortization of debt discount - 324 324 September 30, 2016 balance $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes restricted stock award activity for the nine months ended September 30, 2016. Weighted Average Grant Date Number of Units Fair Value Nonvested at December 31, 2015 2,500,000 $ 1.73 Granted 238,000 4.40 Vested (515,625) 0.07 Nonvested at September 30, 2016 2,222,375 $ 2.41 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of warrant activities for six months ended September 30, 2016 is presented below: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2015 4,286,782 $ 6.61 5.68 Granted 44,324 7.00 4.40 Outstanding as of September 30, 2016 4,331,106 $ 6.62 4.92 |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2016 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Research and development $ 411 $ 2,071 $ 1,635 $ 2,084 General and administrative 349 - 1,016 - Total stock-based compensation expense $ 760 $ 2,071 $ 2,651 $ 2,084 |
Organization and Description 17
Organization and Description of Business Operations (Details Textual) - USD ($) | 1 Months Ended | ||
Feb. 23, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Retained Earnings (Accumulated Deficit) | $ (28,030,000) | $ (13,892,000) | |
Opus Point Healthcare Fund GP, LLC [Member] | |||
Proceeds from Issuance of Private Placement | $ 600,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 10,000 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,500 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | ||
Sale of Stock, Consideration Received on Transaction | $ 45,000 | ||
Class Of warrant Or Right ,Warrant Term | 5 years |
Significant Accounting Polici18
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Mar. 17, 2015 | |
Equity Method Investment, Annual Equity Fee, Percentage | 2.50% | |||||
Issuance of Stock and Warrants for Services or Claims | $ 14 | $ 0 | $ 3,000 | |||
Restricted Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,222,375 | 1,500,000 | ||||
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,331,106 | 980,250 |
License Agreements (Details Tex
License Agreements (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2016 | May 31, 2016 | Sep. 30, 2015 | May 31, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 14,000 | |||||||||
Proceeds from Issuance of Common Stock | 570,000 | $ 11,068,000 | ||||||||
Clinical Development Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | $ 7,000,000 | $ 7,000,000 | 7,000,000 | |||||||
Commercial Sales In Specified Territories [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 14,500,000 | 14,500,000 | 14,500,000 | |||||||
Neupharma [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Payment Of Upfront Fees | $ 1,000,000 | |||||||||
Reimbursement Of Cost Recognized As Revenue | 251,000 | 732,000 | ||||||||
Payment For Non refundable Milestone payments | 1,000,000 | |||||||||
Neupharma [Member] | Additional Sales Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | $ 22,500,000 | |||||||||
Neupharma [Member] | Clinical Development Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | 40,000,000 | |||||||||
Neupharma [Member] | Regulatory Approvals To Commercialize The Products [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | $ 40,000,000 | |||||||||
Dana-Farber [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Shares Issued, Price Per Share | $ 0.065 | |||||||||
Payments for Other Fees | $ 1,000,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 136,830 | 500,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 600,000 | $ 32,500 | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | |||||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | |||||||||
Dana-Farber [Member] | First Commercial Sale Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 21,500,000 | 21,500,000 | 21,500,000 | |||||||
Maximum Potential Milestone Payments | 21,500,000 | 21,500,000 | 21,500,000 | |||||||
Dana-Farber [Member] | Additional Sales Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 60,000,000 | 60,000,000 | 60,000,000 | |||||||
Maximum Potential Milestone Payments | $ 60,000,000 | 60,000,000 | 60,000,000 | |||||||
Teva Pharmaceutical Industries Ltd [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Payment Of Upfront Fees | $ 500,000 | |||||||||
Teva Pharmaceutical Industries Ltd [Member] | Clinical Development Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | 206,500,000 | |||||||||
Teva Pharmaceutical Industries Ltd [Member] | Regulatory Approvals To Commercialize The Products [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | $ 220,000,000 | |||||||||
Jubilant Biosys Ltd [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Payments for Other Fees | $ 1,000,000 | |||||||||
Payment Of Upfront Fees | 2,000,000 | |||||||||
Revenue Recognition Milestone Method, Payments Due | $ 87,500,000 | |||||||||
Operating Leases, Income Statement, Sublease Revenue | 300,000 | 1,300,000 | ||||||||
Research and Development Cost, Shared Percentage | 50.00% | |||||||||
Jubilant Biosys Ltd [Member] | Clinical Development Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | $ 89,000,000 | |||||||||
Jubilant Biosys Ltd [Member] | Regulatory Approvals To Commercialize The Products [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | 59,500,000 | |||||||||
Jubilant Biosys Ltd [Member] | Successful Achievement Of One Preclinical Milestone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 300,000 | |||||||||
Jubilant Biosys Ltd [Member] | Completion Of Three Clinical Development Milestones For Two Licensed Products [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 25,500,000 | |||||||||
Jubilant Biosys Ltd [Member] | Five Regulatory Approvals And First Commercial Sales [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 61,700,000 | |||||||||
Jubilant Biosys Ltd [Member] | Three Sales Milestones Based On Aggregate Net Sales [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition Milestone Method, Payments Due | 89,000,000 | |||||||||
Jubilant Biosys Ltd [Member] | Sale Millstone [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
License Expense | $ 89,000,000 | |||||||||
Collaboration Agreement With TGTX [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 0 | $ 25,000 | $ 20,000 | $ 500,000 |
Related Party Agreements (Detai
Related Party Agreements (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 17, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |||||
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 Checkpoint at the time of issuance; (ii) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Checkpoint 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 Checkpoint’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 Checkpoint’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 such term is defined in the Founders Agreement), Checkpoint will pay a one-time change in control fee equal to five (5x) times the product of (i) monthly net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). | ||||
Management Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual Consulting Fee | $ 500,000 | ||||
Increase In Annual Consulting Fee | 1,000,000 | ||||
Excess In Net Assets Value | 100,000,000 | ||||
Costs and Expenses, Related Party | $ 125,000 | $ 271,000 | $ 375,000 | $ 271,000 | |
Fortress Biotech, Inc [Member] | Founders Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Long-term Debt, Gross | $ 2,800,000 |
NSC Note (Details)
NSC Note (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt [Line Items] | |||||
Amortization of debt discount | $ 0 | $ 28 | $ 324 | $ 28 | |
Discount, Ending | $ 324 | ||||
NSC Note Payable, Net, Beginning | 2,468 | ||||
Payment of NSC debt, Net | (2,792) | $ 0 | |||
NSC Note Payable, Net, Ending | 0 | 0 | |||
NSC Note [Member] | |||||
Debt [Line Items] | |||||
Notes Payable, Beginning | 2,792 | ||||
Payment of NSC debt | $ (2,800) | (2,792) | |||
Notes Payable, Ending | 0 | 0 | |||
Discount, Beginning | (324) | ||||
Amortization of debt discount | 0 | 324 | |||
Discount, Ending | 0 | 0 | |||
NSC Note Payable, Net, Beginning | 2,468 | ||||
Payment of NSC debt, Net | (2,792) | ||||
Amortization of debt discount, Net | 324 | ||||
NSC Note Payable, Net, Ending | $ 0 | $ 0 |
NSC Note (Details Textual)
NSC Note (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 29, 2016 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Debt [Line Items] | |||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 324,000 | ||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 28,000 | $ 324,000 | $ 28,000 | |||
NSC Note [Member] | |||||||
Debt [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 139,592 | ||||||
Class Of Warrant or Right ,Value Of Warrant On Proceeds On Note Payable, Percentage | 25.00% | ||||||
Class Of warrant Or Right ,Warrant Term | 10 years | ||||||
Repayments of Debt | $ 2,800,000 | 2,792,000 | |||||
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 0 | $ (324,000) | ||||
Debt Instrument, Term | 36 months | ||||||
Debt Instrument, Redemption, Description | The NSC Note had a maturity of 36 months, provided that during the first 24 months the maturity date could be extended by six months. No principal amount was due for the first 24 months (or the first 30 months if the maturity date was extended). Thereafter, the NSC Note would have been repaid at the rate of 1/12 of the principal amount per month for a period of 12 months. Interest on the note was 8% payable quarterly during the first 24 months (or the first 30 months if the note was extended) and payable monthly during the last 12 months. | ||||||
Amortization of Debt Discount (Premium) | 0 | 324,000 | |||||
Interest Expense, Debt | $ 0 | $ 41,000 | $ 20,000 | $ 41,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||
Long-term Debt, Gross | $ 2,800,000 | $ 0 | $ 0 | $ 2,792,000 | |||
NSC Note [Member] | Fortress Biotech, Inc [Member] | |||||||
Debt [Line Items] | |||||||
Notes Payable | $ 10,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested at December 31, 2015 | shares | 2,500,000 |
Number of Units, Granted | shares | 238,000 |
Number of Units, Vested | shares | (515,625) |
Nonvested at September 30, 2016 | shares | 2,222,375 |
Nonvested at December 31, 2015 | $ / shares | $ 1.73 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.40 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0.07 |
Nonvested at September 30, 2016 | $ / shares | $ 2.41 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants, Outstanding | 4,286,782 | |
Number of Units, Granted | 44,324 | |
Number of Warrants, Outstanding | 4,331,106 | 4,286,782 |
Nonvested at December 31, 2015 | $ 6.61 | |
Weighted Average Exercise Price, Granted | 7 | |
Nonvested at September 30, 2016 | $ 6.62 | $ 6.61 |
Weighted Average Remaining Contractual Life, Outstanding (in years) | 4 years 11 months 1 day | 5 years 8 months 5 days |
Weighted Average Remaining Contractual Life, Granted (in years) | 4 years 4 months 24 days |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Benefits and Share-based Compensation | $ 760 | $ 2,071 | $ 2,651 | $ 2,084 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Benefits and Share-based Compensation | 411 | 2,071 | 1,635 | 2,084 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Benefits and Share-based Compensation | $ 349 | $ 0 | $ 1,016 | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 17, 2016 | Feb. 23, 2016 | May 31, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Mar. 17, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
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 | |||||||
Common Stock, Shares, Issued | 17,045,876 | 17,045,876 | 15,989,315 | |||||||
Common Stock, Shares, Outstanding | 17,045,876 | 17,045,876 | 15,989,315 | |||||||
Share-based Compensation | $ 2,651,000 | $ 2,084,000 | ||||||||
Equity Method Investment ,Annual Equity Fee,Percentage | 2.50% | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 4,500,000 | $ 4,500,000 | ||||||||
2015 Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 762,000 | 762,000 | ||||||||
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,222,375 | 2,222,375 | 2,500,000 | |||||||
Restricted Stock [Member] | Market Approach Valuation Method [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted Market Value Percentage Of Invested Capital | 44.80% | |||||||||
Weighted Average Cost Percentage Of Capital | 30.00% | |||||||||
Share Price | $ 0.065 | $ 4.42 | $ 4.42 | $ 4.39 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 83.00% | 83.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.35% | 1.50% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years | ||||||||
Non-vested Resricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 11 months 23 days | |||||||||
Performance Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 333,334 | 333,334 | ||||||||
Dr. Marasco [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 48 months | |||||||||
Percentage of award vested on first anniversary date | 25.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1.5 | |||||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation | $ 300,000 | $ 1,000,000 | ||||||||
Research and Development Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation | 20,000 | 20,000 | ||||||||
Research and Development Expense [Member] | Grant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation | $ 400,000 | $ 2,100,000 | 1,600,000 | $ 2,100,000 | ||||||
Opus Point Healthcare Fund GP, LLC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement | $ 600,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,500 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |||||||||
Class Of warrant Or Right ,Warrant Term | 5 years | |||||||||
Stock Issued During Period, Shares, New Issues | 126,640 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 45,000 | |||||||||
Fortress Biotech, Inc [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 688,755 | 3,166 | ||||||||
Share-based Compensation | $ 14,000 | |||||||||
Equity Method Investment ,Annual Equity Fee,Percentage | 2.50% | 2.50% | ||||||||
Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common Stock, Shares Authorized | 15,000,000 | 15,000,000 | ||||||||
Common Stock, Shares, Issued | 7,000,000 | 7,000,000 | 7,000,000 | |||||||
Common Stock, Shares, Outstanding | 7,000,000 | 7,000,000 | 7,000,000 | |||||||
Common Stock, Voting Rights | number of votes per share equal to 1.1 times a fraction | |||||||||
Stock Issued During Period, Shares, New Issues | 0 | |||||||||
Unregistred Common Stock [Member] | Opus Point Healthcare Fund GP, LLC [Member] | General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number Of Warrant Issued | 44,324 |