Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Checkpoint Therapeutics, Inc. | ||
Entity Central Index Key | 1,651,407 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
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 | 17,476,876 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 35,086 | $ 50,418 |
Prepaid expenses and other assets | 71 | 171 |
Other receivables - related party | 821 | 65 |
Total current assets | 35,978 | 50,654 |
Total Assets | 35,978 | 50,654 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 3,355 | 1,288 |
Accounts payable and accrued expenses - related party | 318 | 502 |
Total current liabilities | 3,673 | 1,790 |
Note payable, long-term (net of debt discount of $0 and $324 at December 31, 2016 and December 31, 2015, respectively) | 0 | 2,468 |
Total Liabilities | 3,673 | 4,258 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common Stock Value | 2 | 1 |
Common stock issuable,721,699 and 688,755 shares as of December 31, 2016 and December 31, 2015, respectively | 3,919 | 3,024 |
Additional paid-in capital | 64,736 | 57,262 |
Accumulated deficit | (36,353) | (13,892) |
Total Stockholders’ Equity | 32,305 | 46,396 |
Total Liabilities and Stockholders’ Equity | 35,978 | 50,654 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common Stock Value | 1 | 1 |
Total Stockholders’ Equity | $ 1 | $ 1 |
BALANCE SHEETS _Parenthetical_
BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Dec. 31, 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 | 17,426,876 | 15,989,315 |
Common Stock, Shares, Outstanding | 17,426,876 | 15,989,315 |
Common Stock, Shares Subscribed but Unissued | 721,699 | 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 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue - related party | $ 0 | $ 2,570 | $ 590 |
Operating expenses: | |||
Research and development | 0 | 20,267 | 11,323 |
General and administrative | 0 | 4,467 | 2,488 |
Total operating expenses | 0 | 24,734 | 13,811 |
Loss from operations | 0 | (22,164) | (13,221) |
Other income (expense) | |||
Interest income | 0 | 47 | 2 |
Interest expense and debt amortization | 0 | (344) | (235) |
Change in fair value of warrant liabilities | 0 | 0 | (438) |
Total other expense | 0 | (297) | (671) |
Net Loss | $ 0 | $ (22,461) | $ (13,892) |
Loss per Share: | |||
Basic and diluted net loss per common share outstanding | $ 0 | $ (1.04) | $ (1.41) |
Basic and diluted weighted average number of common shares outstanding | 8,000,000 | 21,544,205 | 9,855,668 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - 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 Nov. 09, 2014 | ||||||
Balances (in Shares) at Nov. 09, 2014 | ||||||
Issuance of Class A common shares to Fortress | $ 0 | $ 0 | $ 0 | $ (1) | $ 0 | $ 1 |
Issuance of Class A common shares to Fortress (in shares) | 0 | 7,000,000 | ||||
Issuance of common shares to Fortress | 0 | $ 0 | 0 | 0 | 0 | $ 0 |
Issuance of common shares to Fortress (in shares) | 1,000,000 | 0 | ||||
Net loss | 0 | |||||
Balances at Dec. 31, 2014 | 0 | $ 0 | 0 | (1) | 0 | $ 1 |
Balances (in Shares) at Dec. 31, 2014 | 1,000,000 | 7,000,000 | ||||
Cash received for issuance of founder shares | 1 | $ 0 | 0 | 1 | 0 | $ 0 |
Issuance of common shares for cash | 57,817 | $ 1 | 0 | 57,816 | 0 | $ 0 |
Issuance of common shares for cash (in Shares) | 11,563,400 | 0 | ||||
Offering costs | (6,321) | $ 0 | 0 | (6,321) | 0 | $ 0 |
Stock-based compensation expenses | 265 | $ 0 | 0 | 265 | 0 | $ 0 |
Stock-based compensation expenses (in Shares) | 1,000,000 | 0 | ||||
Issuance of common shares - Founders Agreement | 1,269 | $ 0 | 0 | 1,269 | 0 | $ 0 |
Issuance of common shares - Founders Agreement (in Shares) | 289,085 | 0 | ||||
Common shares issuable - Founders Agreement | 3,024 | $ 0 | 3,024 | 0 | 0 | $ 0 |
Common shares issuable - Founders Agreement (in Shares) | 0 | 0 | ||||
Issuance of restricted stock and warrants for services | 2,987 | $ 0 | 0 | 2,987 | 0 | $ 0 |
Issuance of restricted stock and warrants for services (in Shares) | 1,500,000 | 0 | ||||
Issuance of common shares for license expenses | 633 | $ 0 | 0 | 633 | 0 | $ 0 |
Issuance of common shares for license expenses (in Shares) | 636,830 | 0 | ||||
Issuance of warrants | 613 | $ 0 | 0 | 613 | 0 | $ 0 |
Net loss | (13,892) | 0 | 0 | 0 | (13,892) | 0 |
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 | 3,867 | $ 0 | 0 | 3,867 | 0 | $ 0 |
Stock-based compensation expenses (in Shares) | 619,000 | 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 | ||||
Common shares issuable - Founders Agreement | 3,919 | $ 0 | 3,919 | 0 | 0 | $ 0 |
Common shares issuable - Founders Agreement (in Shares) | 0 | 0 | ||||
Net loss | (22,461) | $ 0 | 0 | 0 | (22,461) | $ 0 |
Balances at Dec. 31, 2016 | $ 32,305 | $ 2 | $ 3,919 | $ 64,736 | $ (36,353) | $ 1 |
Balances (in Shares) at Dec. 31, 2016 | 17,426,876 | 7,000,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | |||
Net loss | $ 0 | $ (22,461) | $ (13,892) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expenses | 0 | 3,867 | 3,252 |
Change in fair value of warrant liabilities | 0 | 0 | 438 |
Issuance of common shares - Founders Agreement | 0 | 14 | 1,269 |
Common shares issuable - Founders Agreement | 0 | 3,919 | 3,024 |
Issuance of common shares for license expenses | 0 | 0 | 633 |
Amortization of debt discount | 0 | 324 | 89 |
Research and development-licenses acquired, expensed | 3,160 | 2,525 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 0 | 100 | (171) |
Other receivables - related party | 0 | (756) | (65) |
Accounts payable and accrued expenses | 0 | 1,883 | 1,790 |
Net cash used in operating activities | 0 | (9,950) | (1,108) |
Cash Flows from Investing Activities: | |||
Purchase of research and development licenses | 0 | (3,160) | (2,525) |
Net cash used in investing activities | 0 | (3,160) | (2,525) |
Cash Flows from Financing Activities: | |||
Proceeds from note payable, net of debt discount | 0 | 0 | 2,554 |
Payment of note payable | 0 | (2,792) | 0 |
Proceeds from issuance of common stock, net of offering costs of $0 and $6,321, respectively | 0 | 570 | 51,496 |
Cash received for issuance of founders shares | 0 | 0 | 1 |
Net cash (used in) provided by financing activities | 0 | (2,222) | 54,051 |
Net (decrease) increase in cash | 0 | (15,332) | 50,418 |
Cash at beginning of period | 0 | 50,418 | 0 |
Cash at end of period | 0 | 35,086 | 50,418 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 20 | 56 |
Supplemental disclosure of noncash investing and financing activities: | |||
Debt discount associated with warrant liabilities | 0 | 0 | 175 |
Issuance of founder shares to Fortress on November 10, 2014 | $ 1 | $ 0 | $ 0 |
STATEMENTS OF CASH FLOWS _Paren
STATEMENTS OF CASH FLOWS [Parenthetical] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Payments of Stock Issuance Costs | $ 0 | $ 6,321 |
Organization, Plan of Business
Organization, Plan of Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 Organization, Plan 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 may also enter into collaboration agreements with third and related parties including sponsored research agreements to develop these technologies for liquid tumors while retaining the rights in solid tumors. The Company is a majority controlled subsidiary of Fortress Biotech, Inc. (“Fortress”). The Company’s common stock is quoted on the OTCQX market and trades under the symbol “CKPT.” Portfolio of Immuno-Oncology and Anti-Cancer Agents In March 2015, Checkpoint entered into a license agreement with Dana-Farber Cancer Institute (“Dana-Farber”) for an exclusive, worldwide license to a portfolio of antibodies targeting programmed cell death ligand 1 (“PD-L1”), glucocorticoid-induced TNFR-related protein (“GITR”) and carbonic anhydrase IX (“CAIX”). These antibodies are currently in preclinical development. Checkpoint plans to develop these novel immuno-oncology and checkpoint inhibitor antibodies on their own and in combination with each other, as published literature suggests that combinations of these targets can work synergistically together. The Company expects to submit an investigational new drug (“IND”) application for its anti-PD-L1 antibody in 2017, and for its anti-GITR and anti-CAIX antibodies in 2018 (see Note 3). In connection with the license agreement with Dana-Farber, Checkpoint entered into a Global Collaboration Agreement with TG Therapeutics, Inc. (“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 Checkpoint retains the right to develop and commercialize these antibodies in the field of solid tumors (see Note 3). In March 2015, Fortress entered into an exclusive license agreement with NeuPharma, Inc. (“NeuPharma”) to develop and commercialize novel irreversible, 3rd generation EGFR inhibitors, including CK-101, on a worldwide basis other than certain Asian countries. This license was assigned by Fortress to the Company effective March 17, 2015 pursuant to the terms of an Assignment and Assumption Agreement. In August 2016, the Company filed an IND application with the U.S. Food and Drug Administration (“FDA”) for CK-101, which was approved by the FDA, and in September 2016 the Company dosed the first patient in a Phase 1/2 clinical trial (see Note 3). In December 2015, Fortress licensed the exclusive worldwide rights to develop and commercialize CK-102 (formerly CEP-9722), a poly (ADP-ribose) polymerase (“PARP”) inhibitor, from Teva Pharmaceutical Industries Ltd., through its subsidiary, Cephalon, Inc. CK-102 is an oral, small molecule selective inhibitor of PARP-1 and PARP-2 enzymes in early clinical development for solid tumors. This license was assigned by Fortress to the Company effective December 18, 2015 pursuant to the terms of an Assignment and Assumption Agreement. Checkpoint plans to develop CK-102 as both a monotherapy and in combination with other anti-cancer agents, including the Company’s novel immuno-oncology and checkpoint inhibitor antibodies currently in development. The Company plans to evaluate a reformulation of the CK-102 drug product to improve its bioavailability prior to commencing a clinical program (see Note 3). In May 2016, Checkpoint entered into a license agreement with Jubilant Biosys Limited (“Jubilant”) for an exclusive, worldwide license to Jubilant’s family of patents covering compounds that inhibit BRD4, a member of the BET domain for cancer treatment, including CK-103. CK-103 is currently in preclinical development. The Company plans to complete the required chemistry, manufacturing and control, pharmacology and toxicology activities to support an IND application to the FDA in 2017 (see Note 3). In connection with the license agreement with Jubilant, the Company entered into a Sublicense Agreement with TGTX 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 (see Note 3). 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 December 31, 2016, the Company had an accumulated deficit of $ 36.4 On September 18, 2015, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with National Securities Corporation (the “Placement Agent”) relating to the Company’s offering, issuance and sale (the “Offering”) to select institutional investors (the “Investors”) of units consisting of 10,000 0.0001 2,500 7.00 50,000 51.5 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 continue to use the proceeds from the above transactions 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 December 31, 2016, are sufficient to fund its anticipated operating cash requirements for approximately the next 18 to 21 months. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 Significant Accounting Policies The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company has no subsidiaries. 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 from TGTX, a related party, and are recorded at the invoiced amount (see Note 3). 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 equity fee on each anniversary of the Agreement equal to 2.5 The Company records 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, 2017 and 2016 occurred prior to the issuance of the December 31, 2016 and 2015 financial statements, the Company recorded $ 3.9 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 estimates the fair value of stock option grants using the Black-Scholes option pricing model or 409A valuations as necessary. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. 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. Collaborative Arrangements The Company is paid by TGTX, a related party, a share of the cost of the license, development and future milestone payments that are payable under the agreements as described in Note 3. The gross amount of these payments are reported as revenue in the accompanying Statements of Operations. The Company acts as a principal, bears credit risk, obtains subcontractors and may perform part of the services required in the transactions. Consistent with ASC 605-45-15 these payments are treated as revenue to the Company. The actual expenses creating the payments by TGTX 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 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 Recognition-Milestone Method 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. The Company files a separate tax return under Subchapter C of the Internal Revenue Code. Prior to October 1, 2015, the Company was a subsidiary included in the consolidated tax return of Fortress. As a result of issuances of its common stock, the Company exited the consolidated tax group for federal and state income tax purposes. For financial reporting purposes, the Company calculated income tax provision and deferred income tax balances for the year ended December 31, 2015 as if it was a separate entity and had filed its own separate tax return under Subchapter C of the Internal Revenue Code. Valuation of Warrant Related to NSC Note In accordance with ASC 815, the Company classified the fair value of the warrant (“Contingently Issuable Warrants”) that may have been granted in connection with the promissory note through National Securities Corporation (the “NSC Note”) transferred to the Company in various tranches from March 19, 2015 to August 31, 2015 as a derivative liability as there was a potential that the Company would not have a sufficient number of authorized common shares available to settle this instrument. The Company valued these Contingently Issuable Warrants using an option pricing model (which approximates intrinsic value) with estimates for an expected dividend yield, a risk-free interest rate, and expected volatility together with management’s estimate of the probability of issuance of the Contingently Issuable Warrants (see Note 9). At each reporting period, as long as the Contingently Issuable Warrants were potentially issuable and there was a potential for an insufficient number of authorized shares available to settle the Contingently Issuable Warrants, the Contingently Issuable Warrants should be revalued and any difference from the previous valuation date would be recognized as a change in fair value in the Company’s Statement of Operations. 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 stock options and warrants, as their inclusion would be anti-dilutive. There are 2,533,063 4,331,106 60,000 For the years ended December 31, 2016 and 2015, the Company had a net loss of $ 1.04 1.41 21,544,205 9,855,668 In January 2017, the Financial Accounting Standards Board ("FASB") issued an 2017-01, “ Business Combinations (Topic 805) Clarifying the Definition of a Business In August 2016, the FASB issued 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 (“ASU 2016-09”) expect this standard to have a material impact on our 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 its 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Leases (Topic 840) In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 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, Checkpoint 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, Chairman of the Board of Directors of Checkpoint and Fortress’ Executive Vice Chairman, Strategic Development, is also the Executive Chairman, President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the collaboration agreement, TGTX paid the Company $ 0.5 21.5 7.0 14.5 60.0 42,000 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 of certain compounds licensed. The option agreement will expire on December 31, 2017, unless both parties agree to extend the option period. 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 paid the Company for all amounts previously paid by the Company. For the year ended December 31, 2016, the Company recognized approximately $ 1.0 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, including 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, Chairman of the Board of Directors of Checkpoint and Fortress’ Executive Vice Chairman, Strategic Development, is also the Executive Chairman, 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 1.5 |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 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 result in the formation of a viable emerging growth life science company, the Company assumed $ 2.8 (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 it 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%). 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 our 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 its 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 1.0 100 500,000 396,000 Caribe BioAdvisors, LLC In December 2016, the Company entered into an advisory agreement effective January 1, 2017 with Caribe BioAdvisors, LLC (“Caribe”), owned by Michael Weiss, to provide the advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the agreement, Caribe will be paid an annual cash fee of $ 60,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 Notes Payable NSC Note In March 2015, Fortress closed the private placement of a promissory note for $ 10 2.8 139,592 25 10 2.8 324,000 As of December 31, 2016, the Company’s portion of the NSC Note was $ 0 324,000 89,000 20,000 146,000 8 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 December 31, 2016 balance $ - $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 6 Commitments and Contingencies Leases The Company is not a party to any leases for office space or equipment. License Agreements The Company has undertaken to make contingent milestone payments to the licensors of its portfolio of product candidates. In addition, the Company would pay royalties to such licensors based on a percentage of net sales of each product candidate following regulatory marketing approval (See Note 3). Litigation The Company recognizes a liability for a contingency when it is probable that liability has been incurred and when the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, the Company accrues the most likely amount of such loss, and if such amount is not determinable, then the Company accrues the minimum of the range of probable loss. As of December 31, 2016, there was no litigation against the Company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 7 - Stockholders’ Equity Common Stock The Company is authorized to issue 50,000,000 0.0001 15,000,000 7,000,000 Offerings of Common Stock and Warrants In December 2015, the Company closed on gross proceeds of $ 57.8 51.5 10,000 2,500 7.00 50,000 In February 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, the Company issued 721,699 688,755 2.5 3.9 3.0 Equity Incentive Plan The Company has in effect the Amended and Restated 2015 Incentive Plan (“2015 Incentive Plan’). The 2015 Incentive Plan was adopted in March 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 10 Total shares available for the issuance of stock-based awards under the Company’s 2015 Incentive Plan was 321,000 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 5.43 80 2.10 2.5 3.0 Certain employees and directors have been awarded restricted stock under the 2015 Incentive Plan. The Company incurred approximately $ 1.3 0.3 58,000 Weighted Average Grant Date Fair Number of Units Value Nonvested at December 31, 2015 2,500,000 $ 1.73 Granted 619,000 5.03 Vested (585,937) 0.07 Nonvested at December 31, 2016 2,533,063 $ 2.93 As of December 31, 2016, there was $ 4.3 1.8 333,334 Stock Options During 2016, 60,000 5.43 100.65 2.6 10 Weighted Average Weighted Average Remaining Contractual Stock Options Exercise Price Life (in years) Outstanding as of December 31, 2015 - $ - - Granted 60,000 5.43 Outstanding as of December 31, 2016 60,000 $ 5.43 9.96 The weighted average remaining amortization period is approximately 10.0 Warrants Weighted Average Weighted Average Remaining Contractual Warrants Exercise Price Life (in years) Outstanding as of December 31, 2015 4,286,782 $ 6.61 5.68 Granted 44,324 7.00 Outstanding as of December 31, 2016 4,331,106 $ 6.62 4.67 Upon the exercise of warrants, the Company will issue new shares of its common stock. Stock-Based Compensation Year Ended December 31, 2016 2015 Research and development $ 2,557 $ 2,987 General and administrative 1,310 265 Total stock-based compensation expense $ 3,867 $ 3,252 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8 - Income Taxes The Company has accumulated net losses since inception and has not recorded an income tax provision or benefit during the years ended December 31, 2016 and 2015. For the years ended December 31, 2016 2015 Statutory federal income tax rate 35 % 35 % State taxes, net of federal tax benefit 1 % 5 % Annual equity fee - (9) % Credits 3 % 1 % Rate change (2) % - Provision to return 5 % - Stock based compensation shortfall (4) % - Other (2) % - Change in valuation allowance (36) % (32) % Income taxes provision (benefit) - - As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryovers $ 5,148 $ 1,657 Stock compensation and other 1,624 1,299 Change in fair value of warrant liabilities 157 175 Amortization of license 4,656 1,210 Accruals and reserves 25 - Tax credits 733 115 Start Up Costs 54 - Total deferred tax assets 12,397 4,456 Less valuation allowance (12,397) (4,456) Deferred tax asset, net of valuation allowance $ - $ - The Company has determined, based upon available evidence, that it is more likely than not that the net deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. A valuation allowance of approximately $ 12.4 4.5 As of December 31, 2016, the Company had federal and state net operating loss carryforwards of approximately $ 14.3 3.0 2035 2025 There are no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740 “Income Taxes” (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s financial statements for the year ended December 31, 2016. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. Additionally, ASC 740 provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the period ended December 31, 2016. The federal and state tax returns for the periods ended December 31, 2016 and 2015 are currently open for examination under the applicable federal and state income tax statues of limitations. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 9 - Fair Value Measurement Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Contingently Issuable Warrants Fair value, January 1, 2015 $ - Additions 175 Change in fair value 438 Issuance of Warrants (October 30, 2015) (613) Fair value, December 31, 2015 $ - 0.2 0.6 October 30, Issuance Dates 2015 Risk-free Interest rate 2.26 % 2.16 % Expected dividend yield - - Expected term in years 10.00 10.00 Expected volatility 83 % 100.86 % Probability of issuance of the warrant 25 % 100 % |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 10 Accounts Payable and Accrued Expenses Year Ended December 31, 2016 2015 Accounts payable $ 2,473 $ 917 Accrued compensation 291 43 Research and development 378 262 Other 213 66 Accounts payable and accrued expenses - related party 318 502 Total accounts payable and accrued expenses $ 3,673 $ 1,790 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Note 11 Quarterly Financial Data (Unaudited) (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Total Revenue $ 277 $ 1,249 $ 546 $ 498 Operating expenses $ 3,549 $ 6,667 $ 5,685 $ 8,833 Other income/(expense) $ (333) $ 13 $ 11 $ 12 Net loss $ (3,605) $ (5,405) $ (5,128) $ (8,323) Basic and diluted net loss per common share $ (0.17) $ (0.25) $ (0.24) $ (0.38) 2015 Total Revenue $ 500 $ - $ 25 $ 65 Operating expenses $ 2,117 $ 475 $ 3,704 $ 7,515 Other income/(expense) $ - $ - $ (70) $ (601) Net loss $ (1,617) $ (475) $ (3,749) $ (8,051) Basic and diluted net loss per common share $ (0.20) $ (0.06) $ (0.44) $ (0.55) |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company has no subsidiaries. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Other Receivables Related Party Other receivables consist of amounts due to the Company from TGTX, a related party, and are recorded at the invoiced amount (see Note 3). |
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 equity fee on each anniversary of the Agreement equal to 2.5 The Company records 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, 2017 and 2016 occurred prior to the issuance of the December 31, 2016 and 2015 financial statements, the Company recorded $ 3.9 3.0 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | 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 estimates the fair value of stock option grants using the Black-Scholes option pricing model or 409A valuations as necessary. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. |
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 Collaborative Arrangements The Company is paid by TGTX, a related party, a share of the cost of the license, development and future milestone payments that are payable under the agreements as described in Note 3. The gross amount of these payments are reported as revenue in the accompanying Statements of Operations. The Company acts as a principal, bears credit risk, obtains subcontractors and may perform part of the services required in the transactions. Consistent with ASC 605-45-15 these payments are treated as revenue to the Company. The actual expenses creating the payments by TGTX 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 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 Recognition-Milestone Method |
Income Tax, Policy [Policy Text Block] | 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. The Company files a separate tax return under Subchapter C of the Internal Revenue Code. Prior to October 1, 2015, the Company was a subsidiary included in the consolidated tax return of Fortress. As a result of issuances of its common stock, the Company exited the consolidated tax group for federal and state income tax purposes. For financial reporting purposes, the Company calculated income tax provision and deferred income tax balances for the year ended December 31, 2015 as if it was a separate entity and had filed its own separate tax return under Subchapter C of the Internal Revenue Code. |
Derivatives, Reporting of Derivative Activity [Policy Text Block] | Valuation of Warrant Related to NSC Note In accordance with ASC 815, the Company classified the fair value of the warrant (“Contingently Issuable Warrants”) that may have been granted in connection with the promissory note through National Securities Corporation (the “NSC Note”) transferred to the Company in various tranches from March 19, 2015 to August 31, 2015 as a derivative liability as there was a potential that the Company would not have a sufficient number of authorized common shares available to settle this instrument. The Company valued these Contingently Issuable Warrants using an option pricing model (which approximates intrinsic value) with estimates for an expected dividend yield, a risk-free interest rate, and expected volatility together with management’s estimate of the probability of issuance of the Contingently Issuable Warrants (see Note 9). At each reporting period, as long as the Contingently Issuable Warrants were potentially issuable and there was a potential for an insufficient number of authorized shares available to settle the Contingently Issuable Warrants, the Contingently Issuable Warrants should be revalued and any difference from the previous valuation date would be recognized as a change in fair value in the Company’s Statement of Operations. |
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 stock options and warrants, as their inclusion would be anti-dilutive. There are 2,533,063 4,331,106 60,000 For the years ended December 31, 2016 and 2015, the Company had a net loss of $ 1.04 1.41 21,544,205 9,855,668 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board ("FASB") issued an 2017-01, “ Business Combinations (Topic 805) Clarifying the Definition of a Business In August 2016, the FASB issued 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 (“ASU 2016-09”) expect this standard to have a material impact on our 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 its 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Leases (Topic 840) In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes the Company’s Amended NSC Note activities as of December 31, 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 December 31, 2016 balance $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Weighted Average Grant Date Fair Number of Units Value Nonvested at December 31, 2015 2,500,000 $ 1.73 Granted 619,000 5.03 Vested (585,937) 0.07 Nonvested at December 31, 2016 2,533,063 $ 2.93 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option award activity for the year ended December 31, 2016. Weighted Average Weighted Average Remaining Contractual Stock Options Exercise Price Life (in years) Outstanding as of December 31, 2015 - $ - - Granted 60,000 5.43 Outstanding as of December 31, 2016 60,000 $ 5.43 9.96 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of warrant activities for year ended December 31, 2016 is presented below: Weighted Average Weighted Average Remaining Contractual Warrants Exercise Price Life (in years) Outstanding as of December 31, 2015 4,286,782 $ 6.61 5.68 Granted 44,324 7.00 Outstanding as of December 31, 2016 4,331,106 $ 6.62 4.67 |
Schedule of Share-based Compensation, Activity [Table Text Block] | Year Ended December 31, 2016 2015 Research and development $ 2,557 $ 2,987 General and administrative 1,310 265 Total stock-based compensation expense $ 3,867 $ 3,252 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: For the years ended December 31, 2016 2015 Statutory federal income tax rate 35 % 35 % State taxes, net of federal tax benefit 1 % 5 % Annual equity fee - (9) % Credits 3 % 1 % Rate change (2) % - Provision to return 5 % - Stock based compensation shortfall (4) % - Other (2) % - Change in valuation allowance (36) % (32) % Income taxes provision (benefit) - - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the net deferred tax asset as of December 31, 2016 and 2015 are the following (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryovers $ 5,148 $ 1,657 Stock compensation and other 1,624 1,299 Change in fair value of warrant liabilities 157 175 Amortization of license 4,656 1,210 Accruals and reserves 25 - Tax credits 733 115 Start Up Costs 54 - Total deferred tax assets 12,397 4,456 Less valuation allowance (12,397) (4,456) Deferred tax asset, net of valuation allowance $ - $ - |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth the changes in the estimated fair value for Level 3 classified derivative contingently issuable warrant liability at December 31, 2015 (in thousands): Contingently Issuable Warrants Fair value, January 1, 2015 $ - Additions 175 Change in fair value 438 Issuance of Warrants (October 30, 2015) (613) Fair value, December 31, 2015 $ - |
Checkpoint [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of the Contingently Issuable Warrants was determined at various issuance dates from March 19, 2015 to August 31, 2015 (“Issuance Dates”) for $ 0.2 0.6 October 30, Issuance Dates 2015 Risk-free Interest rate 2.26 % 2.16 % Expected dividend yield - - Expected term in years 10.00 10.00 Expected volatility 83 % 100.86 % Probability of issuance of the warrant 25 % 100 % |
Accounts Payable and Accrued 24
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | At December 31, 2016 and 2015, accounts payable and accrued expenses consisted of the following: Year Ended December 31, 2016 2015 Accounts payable $ 2,473 $ 917 Accrued compensation 291 43 Research and development 378 262 Other 213 66 Accounts payable and accrued expenses - related party 318 502 Total accounts payable and accrued expenses $ 3,673 $ 1,790 |
Quarterly Financial Data (Una25
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Table Text Block] | (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Total Revenue $ 277 $ 1,249 $ 546 $ 498 Operating expenses $ 3,549 $ 6,667 $ 5,685 $ 8,833 Other income/(expense) $ (333) $ 13 $ 11 $ 12 Net loss $ (3,605) $ (5,405) $ (5,128) $ (8,323) Basic and diluted net loss per common share $ (0.17) $ (0.25) $ (0.24) $ (0.38) 2015 Total Revenue $ 500 $ - $ 25 $ 65 Operating expenses $ 2,117 $ 475 $ 3,704 $ 7,515 Other income/(expense) $ - $ - $ (70) $ (601) Net loss $ (1,617) $ (475) $ (3,749) $ (8,051) Basic and diluted net loss per common share $ (0.20) $ (0.06) $ (0.44) $ (0.55) |
Organization, Plan of Busines26
Organization, Plan of Business Operations (Details Textual) - USD ($) | Sep. 18, 2015 | Feb. 29, 2016 | Feb. 23, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Retained Earnings (Accumulated Deficit) | $ (36,353,000) | $ (13,892,000) | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Placement Agency Agreement Offering [Member] | |||||
Proceeds from Issuance of Private Placement | $ 51,500,000 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | ||||
Sale of Stock, Consideration Received on Transaction | $ 50,000 | ||||
Class Of Warrant Or Right Exercisable Term Of Warrants | 5 years | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Opus Point Healthcare Fund GP, LLC [Member] | |||||
Proceeds from Issuance of Private Placement | $ 600,000 | $ 600,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | 10,000 | 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 | $ 7 | |||
Sale of Stock, Consideration Received on Transaction | $ 45,000 | $ 45,000 | |||
Class Of Warrant Or Right Exercisable Term Of Warrants | 5 years |
Significant Accounting Polici27
Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 17, 2015 | |
Equity Method Investment, Annual Equity Fee, Percentage | 2.50% | |||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 0 | $ 14 | $ 1,269 | |||||||||
Earnings Per Share, Basic and Diluted | $ 0 | $ (0.38) | $ (0.24) | $ (0.25) | $ (0.17) | $ (0.55) | $ (0.44) | $ (0.06) | $ (0.20) | $ (1.04) | $ (1.41) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,000,000 | 21,544,205 | 9,855,668 | |||||||||
Research and Development Expense [Member] | ||||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 3,900 | $ 3,000 | ||||||||||
Restricted Stock [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,533,063 | |||||||||||
Warrant [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,331,106 | |||||||||||
Employee Stock Option [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 60,000 |
License Agreements (Details Tex
License Agreements (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
May 31, 2016 | Sep. 30, 2015 | May 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 14,000 | $ 1,269,000 | |||||
Proceeds from Issuance of Common Stock | $ 0 | 570,000 | 51,496,000 | ||||
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 | 1,000,000 | ||||||
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] | |||||||
Maximum Potential Milestone Payments | 22,500,000 | ||||||
Neupharma [Member] | Clinical Development Milestone [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Maximum Potential Milestone Payments | 40,000,000 | ||||||
Neupharma [Member] | Regulatory Approvals To Commercialize The Products [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Maximum Potential Milestone Payments | 40,000,000 | ||||||
Dana-Farber [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.065 | ||||||
Stock Issued During Period, Shares, Issued for Services | 136,830 | 500,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 600,000 | $ 32,500 | |||||
Payment Of Upfront Fees | $ 1,000,000 | ||||||
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 | ||||||
Maximum Potential Milestone Payments | 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 | ||||||
Maximum Potential Milestone Payments | 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 | ||||||
Revenue Recognition, Milestone Method, Revenue Recognized | 1,500,000 | ||||||
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] | |||||||
Maximum Potential Milestone Payments | 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] | |||||||
Maximum Potential Milestone Payments | 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 | 42,000 | $ 500,000 | |||||
Payment Of Upfront Licensing Fee | 500,000 | ||||||
Collaboration Agreement With TGTX [Member] | Clinical Development Milestone [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Revenue Recognition Milestone Method, Payments Due | 7,000,000 | ||||||
Collaboration Agreement With TGTX [Member] | 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 |
Related Party Agreements (Detai
Related Party Agreements (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2015 | Dec. 31, 2016 | Dec. 31, 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 Checkpoints 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 Checkpoints annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), 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 | $ 500,000 | $ 396,000 | ||
Fortress Biotech, Inc [Member] | Founders Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Long-term Debt, Gross | $ 2,800,000 | |||
Caribe Boiadvisors LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Advisory Service Fee | $ 60,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Feb. 29, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt [Line Items] | ||||
Amortization of debt discount | $ 0 | $ 324,000 | $ 89,000 | |
Discount, Ending | $ 324,000 | |||
NSC Note Payable, Net, Beginning | 2,468,000 | |||
Payment of NSC debt, Net | $ 0 | (2,792,000) | 0 | |
NSC Note Payable, Net, Ending | 0 | 2,468,000 | ||
NSC Note [Member] | ||||
Debt [Line Items] | ||||
Notes Payable, Beginning | 2,792,000 | |||
Payment of NSC debt | $ (2,800,000) | (2,792,000) | ||
Notes Payable, Ending | 0 | 2,792,000 | ||
Discount, Beginning | (324,000) | |||
Amortization of debt discount | 324,000 | 89,000 | ||
Discount, Ending | 0 | (324,000) | ||
NSC Note Payable, Net, Beginning | 2,468,000 | |||
Payment of NSC debt, Net | (2,792,000) | |||
Amortization of debt discount, Net | 324,000 | |||
NSC Note Payable, Net, Ending | $ 0 | $ 2,468,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt [Line Items] | |||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 324,000 | ||||
Amortization of Debt Discount (Premium) | $ 0 | $ 324,000 | $ 89,000 | ||
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 | (324,000) | |||
Amortization of Debt Discount (Premium) | 324,000 | 89,000 | |||
Interest Expense, Debt | $ 20,000 | 146,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Long-term Debt, Gross | $ 2,800,000 | $ 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] | 12 Months Ended |
Dec. 31, 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 | 619,000 |
Number of Units, Vested | shares | (585,937) |
Nonvested at December 31, 2016 | shares | 2,533,063 |
Nonvested at December 31, 2015 | $ / shares | $ 1.73 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.03 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0.07 |
Nonvested at December 31, 2016 | $ / shares | $ 2.93 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 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 December 31, 2016 | $ 6.62 | $ 6.61 |
Weighted Average Remaining Contractual Life, Outstanding (in years) | 4 years 8 months 1 day | 5 years 8 months 5 days |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Of Stock Options , Outstanding (Begining) | 0 | |
Number Of Stock Options , Granted | 60,000 | |
Number Of Stock Options , Outstanding (Endining) | 60,000 | 0 |
Weighted Average Exercise Price , Outstanding (Begining) | $ 0 | |
Weighted Average Exercise Price , Granted | 5.43 | |
Weighted Average Exercise Price , Outstanding (Endining) | $ 5.43 | $ 0 |
Weighted Average Remaining Contractual Life, Granted (in years) | 9 years 11 months 16 days | 0 years |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Benefits and Share-based Compensation | $ 3,867 | $ 3,252 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Benefits and Share-based Compensation | 2,557 | 2,987 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Benefits and Share-based Compensation | $ 1,310 | $ 265 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||
Mar. 17, 2017 | Mar. 17, 2016 | Feb. 29, 2016 | Feb. 23, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | 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 | 15,989,315 | 17,426,876 | 15,989,315 | |||||||
Common Stock, Shares, Outstanding | 15,989,315 | 17,426,876 | 15,989,315 | |||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||||
Share-based Compensation | 0 | $ 3,867,000 | $ 3,252,000 | |||||||
Equity Method Investment, Annual Equity Fee, Percentage | 2.50% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 4,300,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.43 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 11 months 16 days | 0 years | ||||||||
Issuance of Stock and Warrants for Services or Claims | 0 | $ 14,000 | $ 1,269,000 | |||||||
Private Placement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement | $ 51,500,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 57,800,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,500 | 2,500 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | $ 7 | ||||||||
Class Of warrant Or Right ,Warrant Term | 5 years | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 50,000 | |||||||||
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 | 321,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | |||||||||
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 | 2,500,000 | 2,533,063 | 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 | $ 4.39 | $ 0.065 | $ 5.43 | $ 4.39 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 80.00% | 83.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.10% | 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 9 months 18 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 | |||||||||
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 | 1,500,000 | |||||||||
Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 100.65% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.60% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.43 | |||||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation | $ 1,300,000 | $ 300,000 | ||||||||
Research and Development Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation | 58,000 | |||||||||
Issuance of Stock and Warrants for Services or Claims | 3,900,000 | 3,000,000 | ||||||||
Research and Development Expense [Member] | Grant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation | 2,500,000 | $ 3,000,000 | ||||||||
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 | $ 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 | $ 7 | ||||||||
Class Of warrant Or Right ,Warrant Term | 5 years | |||||||||
Stock Issued During Period, Shares, New Issues | 126,640 | |||||||||
Number Of Warrant Issued | 44,324 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000 | 10,000 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 45,000 | $ 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% | ||||||||
Fortress Biotech, Inc [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 721,699 | |||||||||
Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common Stock, Shares Authorized | 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 | |||||||
Stock Issued During Period, Value, New Issues | $ 1,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 7,000,000 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statutory federal income tax rate | 35.00% | 35.00% |
State taxes, net of federal tax benefit | 1.00% | 5.00% |
Annual equity fee | 0.00% | (9.00%) |
Credits | 3.00% | 1.00% |
Rate change | (2.00%) | 0.00% |
Provision to return | 5.00% | 0.00% |
Stock based compensation shortfall | (4.00%) | 0.00% |
Other | (2.00%) | 0.00% |
Change in valuation allowance | (36.00%) | (32.00%) |
Income taxes provision (benefit) | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 5,148 | $ 1,657 |
Stock compensation and other | 1,624 | 1,299 |
Change in fair value of warrant liabilities | 157 | 175 |
Amortization of license | 4,656 | 1,210 |
Accruals and reserves | 25 | 0 |
Tax credits | 733 | 115 |
Start Up Costs | 54 | 0 |
Total deferred tax assets | 12,397 | 4,456 |
Less valuation allowance | (12,397) | (4,456) |
Deferred tax asset, net of valuation allowance | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets, Valuation Allowance | $ 12,397 | $ 4,456 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 14,300 | |
Operating Loss Carryforwards, Expiration Period | 2035 years | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 3,000 | |
Operating Loss Carryforwards, Expiration Period | 2025 years |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Checkpoint [Member] - Warrant [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Oct. 30, 2015 | Dec. 31, 2015 | |
Fair value, January 1, 2015 | $ 0 | |
Additions | 175 | |
Change in fair value | 438 | |
Issuance of Warrants (October 30, 2015) | $ (613) | |
Fair value, December 31, 2015 | $ 0 |
Fair Value Measurement (Detai41
Fair Value Measurement (Details 1) - Checkpoint [Member] - Warrant [Member] | 1 Months Ended | 5 Months Ended |
Oct. 30, 2015 | Aug. 31, 2015 | |
Risk-free Interest rate | 2.16% | 2.26% |
Expected dividend yield | 0.00% | 0.00% |
Expected term in years | 10 years | 10 years |
Expected volatility | 100.86% | 83.00% |
Probability of issuance of the warrant | 100.00% | 25.00% |
Fair Value Measurement (Detai42
Fair Value Measurement (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 5 Months Ended |
Oct. 30, 2015 | Aug. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Value Of Warrants Issued | $ 0.6 | $ 0.2 |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts payable | $ 2,473 | $ 917 |
Accrued compensation | 291 | 43 |
Research and development | 378 | 262 |
Other | 213 | 66 |
Accounts payable and accrued expenses - related party | 318 | 502 |
Total accounts payable and accrued expenses | $ 3,673 | $ 1,790 |
Quarterly Financial Data (Una44
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total Revenue | $ 0 | $ 498 | $ 546 | $ 1,249 | $ 277 | $ 65 | $ 25 | $ 0 | $ 500 | $ 2,570 | $ 590 |
Operating expenses | 0 | 8,833 | 5,685 | 6,667 | 3,549 | 7,515 | 3,704 | 475 | 2,117 | 24,734 | 13,811 |
Other income/(expense) | 0 | 12 | 11 | 13 | (333) | (601) | (70) | 0 | 0 | (297) | (671) |
Net loss | $ 0 | $ (8,323) | $ (5,128) | $ (5,405) | $ (3,605) | $ (8,051) | $ (3,749) | $ (475) | $ (1,617) | $ (22,461) | $ (13,892) |
Basic and diluted net loss per common share | $ 0 | $ (0.38) | $ (0.24) | $ (0.25) | $ (0.17) | $ (0.55) | $ (0.44) | $ (0.06) | $ (0.20) | $ (1.04) | $ (1.41) |